Exhibit 10.1


 


EXECUTION VERSION


 


CREDIT AND GUARANTY
AGREEMENT


 


dated as of


 


December 18, 2018


 


among


 


LATHAM
PURCHASER, INC.,


as the Borrower prior
to the consummation of the Acquisition,


 


LATHAM
POOL PRODUCTS, INC.,


as the Borrower immediately
upon the consummation of the Acquisition,


 


LATHAM
INTERNATIONAL MANUFACTURING CORP.,


as Holdings,


 


THE OTHER SUBSIDIARIES
OF HOLDINGS


FROM
TIME TO TIME PARTY HERETO,


 


THE
LENDERS FROM TIME TO TIME PARTY HERETO,


 


and


 


NOMURA
CORPORATE FUNDING AMERICAS, LLC,


as Administrative
Agent and L/C Issuer


 





 



 


NOMURA SECURITIES
INTERNATIONAL, INC.,


as Sole Lead Arranger
and Sole Bookrunner


 






     


     


    

 


TABLE OF CONTENTS


 


		 	PAGE
	 	 	 
	ARTICLE
    1 DEFINITIONS AND ACCOUNTING TERMS	1
	 	 	 
	Section 1.01.	Defined Terms	1
	Section 1.02.	Other Interpretive Provisions	65
	Section 1.03.	Accounting Terms	66
	Section 1.04.	Rounding	66
	Section 1.05.	References to Agreements and Laws	66
	Section 1.06.	Times of Day	67
	Section 1.07.	Timing of Payment or Performance	67
	Section 1.08.	Certain Calculations and Tests	67
	Section 1.09.	Exchange Rates; Currencies Generally	67
	Section 1.10.	Cashless Rollovers	68
	Section 1.11.	[reserved]	68
	Section 1.12.	Additional Alternate Currencies	68
	Section 1.13.	Purchaser Discharge	69
	Section 1.14.	[Reserved]	69
	Section 1.15.	Limited Condition Transactions	69
	Section 1.16.	Letter of Credit Amounts	70
	 	 	 
	ARTICLE
    2 THE COMMITMENTS AND CREDIT EXTENSIONS	71
	 	 	 
	Section 2.01.	The Initial Term Borrowings	71
	Section 2.02.	Borrowings, Conversions and Continuations of Loans	71
	Section 2.03.	[Reserved]	73
	Section 2.04.	Letters of Credit	73
	Section 2.05.	[Reserved]	81
	Section 2.06.	Prepayments	82
	Section 2.07.	Termination or Reduction of Commitments	89
	Section 2.08.	Repayment of Loans	89
	Section 2.09.	Interest	89
	Section 2.10.	Fees	90
	Section 2.11.	Computation of Interest and Fees	90
	Section 2.12.	Evidence of Indebtedness	90
	Section 2.13.	Payments Generally	90
	Section 2.14.	Sharing of Payments	92
	Section 2.15.	[Reserved]	93
	Section 2.16.	Increase in Commitments	93
	Section 2.17.	Defaulting Lenders	95
	Section 2.18.	Extension of Maturity Date	97
	Section 2.19.	Refinancing Amendments	101
	 	 	 
	ARTICLE
    3 TAXES, INCREASED COSTS AND ILLEGALITY	103
	 	 	 
	Section 3.01.	Taxes	103
	Section 3.02.	Illegality	106
	Section 3.03.	Inability to Determine Rates	107
	Section 3.04.	Increased Costs	107
	Section 3.05.	Capital Requirements	108
	Section 3.06.	Reserves on Eurocurrency Rate Loans	108
	Section 3.07.	Funding Losses	109
	Section 3.08.	Matters Applicable to All Requests for Compensation	109




 






    i


     


    

 


	Section 3.09.	Replacement of Lenders Under Certain Circumstances	111
	Section 3.10.	Survival	112
	 	 	 
	ARTICLE
    4 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	112
	 	 	 
	Section 4.01.	Conditions of Initial Credit Extension	112
	Section 4.02.	Conditions to All Credit Extensions	115
	 	 	 
	ARTICLE
    5 REPRESENTATIONS AND WARRANTIES	115
	 	 	 
	Section 5.01.	Existence, Qualification and Power; Compliance with
    Laws	116
	Section 5.02.	Authorization; No Contravention	116
	Section 5.03.	Governmental Authorization; Other Consents	116
	Section 5.04.	Binding Effect	117
	Section 5.05.	Financial Statements; No Material Adverse Effect	117
	Section 5.06.	Litigation and Environmental Matters	117
	Section 5.07.	Ownership of Property; Liens	117
	Section 5.08.	Anti-Corruption Laws and Sanctions	118
	Section 5.09.	Taxes	118
	Section 5.10.	ERISA Compliance	118
	Section 5.11.	Subsidiaries; Equity Interests	119
	Section 5.12.	Margin Regulations; Investment Company Act	119
	Section 5.13.	Disclosure	119
	Section 5.14.	Solvency	120
	Section 5.15.	Perfection, Etc.	120
	Section 5.16.	Use of Proceeds	120
	Section 5.17.	Labor Disputes	120
	 	 	 
	ARTICLE
    6 AFFIRMATIVE COVENANTS	120
	 	 	 
	Section 6.01.	Financial Statements	121
	Section 6.02.	Certificates; Other Information	122
	Section 6.03.	Notices	123
	Section 6.04.	[Reserved]	123
	Section 6.05.	Preservation of Existence, Etc.	123
	Section 6.06.	Maintenance of Properties	124
	Section 6.07.	Maintenance of Insurance	124
	Section 6.08.	Compliance with Laws	124
	Section 6.09.	Books and Records	124
	Section 6.10.	Inspection Rights	124
	Section 6.11.	Use of Proceeds	125
	Section 6.12.	Payment of Taxes	125
	Section 6.13.	Covenant to Guarantee Guaranteed Obligations and Give
    Security	125
	Section 6.14.	Further Assurances	127
	Section 6.15.	Designation of Subsidiaries	127
	Section 6.16.	[Reserved]	128
	Section 6.17.	[Reserved]	128
	Section 6.18.	Ratings	128
	Section 6.19.	Lender Calls	128
	Section 6.20.	Post-Closing Covenants	128
	 	 	 
	ARTICLE
    7 NEGATIVE COVENANTS	128
	 	 	 
	Section 7.01.	Liens	128
	Section 7.02.	Investments	132
	Section 7.03.	Indebtedness	135




 






    ii


     


    

 


	Section 7.04.	Fundamental Changes	138
	Section 7.05.	Dispositions	139
	Section 7.06.	Restricted Payments	142
	Section 7.07.	Transactions with Affiliates	145
	Section 7.08.	Prepayments, Etc. of Indebtedness	147
	Section 7.09.	Subsidiary Distributions	148
	Section 7.10.	No Changes in Fiscal Year	148
	Section 7.11.	Financial Covenant	148
	Section 7.12.	Lines of Business	149
	 	 	 
	ARTICLE
    8 EVENTS OF DEFAULT AND REMEDIES	149
	 	 	 
	Section 8.01.	Events of Default	149
	Section 8.02.	Remedies Upon Event of Default	151
	Section 8.03.	Application of Funds	152
	Section 8.04.	Borrower’s Right to Cure	153
	 	 	 
	ARTICLE
    9 ADMINISTRATIVE AGENT AND OTHER AGENTS	153
	 	 	 
	Section 9.01.	Appointment and Authorization of Administrative Agent	153
	Section 9.02.	Delegation of Duties	154
	Section 9.03.	Exculpatory Provisions	154
	Section 9.04.	Reliance by Administrative Agent	155
	Section 9.05.	Credit Decision; Disclosure of Information by Agents	156
	Section 9.06.	Indemnification of Agents	156
	Section 9.07.	Agents in their Individual Capacities	156
	Section 9.08.	Successor Agents	157
	Section 9.09.	Administrative Agent May File Proofs of Claim; Credit
    Bidding	158
	Section 9.10.	Collateral and Guaranty Matters	160
	Section 9.11.	Other Agents; Arrangers and Managers	161
	Section 9.12.	ERISA	162
	 	 	 
	ARTICLE
    10 GUARANTY	163
	 	 	 
	Section 10.01.	Guaranty	163
	Section 10.02.	Contribution	163
	Section 10.03.	Guaranty Absolute	163
	Section 10.04.	Waiver and Acknowledgments	164
	Section 10.05.	Subrogation	165
	Section 10.06.	Payment Free and Clear of Taxes	165
	Section 10.07.	Covenants	165
	Section 10.08.	Release of Subsidiary Guarantors	166
	Section 10.09.	Guaranty Supplements	166
	Section 10.10.	No Waiver; Remedies	165
	Section 10.11.	[Reserved]	166
	Section 10.12.	Continuing Guaranty; Assignments under this Agreement	166
	Section 10.13.	Subordination of Certain Intercompany Indebtedness	166
	Section 10.14.	Keepwell	166
	Section 10.15.	Maximum Liability	167
	 	 	 
	ARTICLE
    11 MISCELLANEOUS	167
	 	 	 
	Section 11.01.	Amendments, Etc.	167
	Section 11.02.	Notices and Other Communications; Facsimile Copies	170
	Section 11.03.	No Waiver; Cumulative Remedies	172
	Section 11.04.	Attorney Costs, Expenses and Taxes	172




 






    iii


     


    

 


	Section 11.05.	Indemnification by the Borrower	175
	Section 11.06.	Payments Set Aside	174
	Section 11.07.	Assigns	174
	Section 11.08.	Successors	179
	Section 11.09.	Confidentiality	179
	Section 11.10.	Set-off	180
	Section 11.11.	Interest Rate Limitation	180
	Section 11.12.	Counterparts	180
	Section 11.13.	Integration	181
	Section 11.14.	Survival of Representations and Warranties	181
	Section 11.15.	Severability	181
	Section 11.16.	Governing Law	181
	Section 11.17.	Waiver of Right to Trial by Jury	182
	Section 11.18.	Binding Effect	182
	Section 11.19.	No Implied Duties	182
	Section 11.20.	USA Patriot Act Notice	182
	Section 11.21.	Acknowledgement and Consent to Bail-In of EEA Financial
    Institutions	183
	Section 11.22.	Lender Representations	183
	Section 11.23.	No Advisory or Fiduciary Responsibility	183
	Section 11.24.	Electronic Execution of Assignments and Certain Other
    Documents	184
	Section 11.25.	The Borrower as Loan Party Representative	184
	Section 11.26.	Judgment Currency	185




 






    iv


     


    

 



	SCHEDULES
	 
	1.01A       	Subsidiary Guarantors
	1.01B       	Unrestricted Subsidiaries
	2.01       	Commitments
	2.04       	L/C Commitments
	5.06       	Litigation
	5.11       	Subsidiaries
	6.20	Post-Closing Matters
	7.01	Existing Liens
	7.02	Existing Investments
	7.03	Existing Indebtedness
	7.07	Transactions with Affiliates
	11.02	Administrative Agent’s Office; Certain Addresses for Notices
	 
	EXHIBITS    Form of
	 
	A-1	Assignment and Assumption
	A-2	Affiliated Lender Assignment and Assumption
	B	Compliance Certificate
	C	Intercompany Note
	D	Loan Notice
	E-1	Revolving Credit Note
	E-2	Term Note
	F	Security Agreement
	G	Guaranty Supplement
	I-1	Discounted Prepayment Option Notice
	I-2	Lender Participation Notice
	I-3	Discounted Voluntary Prepayment Notice
	J-1	U.S. Tax Compliance Certificate
	J-2	U.S. Tax Compliance Certificate
	J-3	U.S. Tax Compliance Certificate
	J-4	U.S. Tax Compliance Certificate
	K	Letter of Credit Report
	L	Solvency Certificate



 






    v


     


    





 


CREDIT AND GUARANTY
AGREEMENT


 


This CREDIT AND GUARANTY
AGREEMENT, dated as of December 18, 2018, by and among LATHAM PURCHASER, INC., a Delaware corporation (“Purchaser”
and, prior to the consummation of the Acquisition (as defined below), the “Borrower”), LATHAM POOL PRODUCTS,
INC., a Delaware corporation (“LPP” and, immediately upon consummation of the Acquisition, the “Borrower”),
LATHAM INTERNATIONAL MANUFACTURING CORP., a Delaware corporation (“Holdings”), each other subsidiary of Holdings
from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and
individually, a “Lender”), the other L/C Issuers party hereto from time to time and NOMURA CORPORATE FUNDING
AMERICAS, LLC (acting through one or more sub-agents or designees), as Administrative Agent and an L/C Issuer.


 


Recitals


 


WHEREAS, pursuant
to the terms of the Acquisition Agreement, Purchaser will acquire, directly or indirectly, all of the issued and outstanding capital
stock of LPP Holdings Inc., a Delaware corporation (the “Target”) (such acquisition, the “Acquisition”);


 


WHEREAS, substantially
concurrently with the consummation of the Acquisition, all indebtedness for borrowed money (other than contingent obligations
not then due and payable and that by their terms survive the termination of the Existing Facilities (as defined below)) under
(i) that certain Second Amended and Restated Credit Agreement, dated as of June 29, 2015, among LPP, the lenders from time to
time party thereto, Bank of Montreal, as administrative agent, and the other parties thereto, as amended, restated, amended and
restated, supplemented or otherwise modified from time to time (the “Existing ABL Facility”) and (ii) that
certain Credit Agreement, dated as of June 29, 2015, among LPP, NewStar Financial, Inc., Franklin Square Holdings, L.P. and the
lenders from time to time party thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time
to time (the “Existing Term Facility” and, together with the Existing ABL Facility, the “Existing
Facilities”), in each case, will be repaid, redeemed, defeased, discharged, refinanced, replaced or terminated, as applicable
and all liens related thereto released (the “Refinancing”);


 


WHEREAS, to fund the
Refinancing and a portion of the consideration for the Acquisition, the Borrower has requested that the Lenders extend credit
on the Closing Date in the form of (i) Initial Term Loans in an aggregate principal amount equal to $215,000,000 and (ii) the
Initial Revolving Credit Facility in an aggregate amount of $30,000,000, subject to the terms and conditions set forth herein;
and


 


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


 


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


 


ARTICLE 1


Definitions
and Accounting Terms


 


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


 


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


 


“Acceptable Discount” has the
meaning specified in Section 2.06(d)(iii).


 









     


     


    

 


“Acceptable
Intercreditor Agreement” means a customary intercreditor agreement, subordination agreement, collateral trust agreement
or other intercreditor arrangement (which may, if applicable, consist of a payment waterfall) in form and substance reasonably
satisfactory to the Administrative Agent and the Borrower, which shall be deemed acceptable to the Lenders if it is posted to
the Platform and (i) is accepted by the Required Lenders and/or (ii) not otherwise objected to by the Required Lenders within
ten (10) Business Days of being posted.


 


“Acceptance Date” has the meaning
specified in Section 2.06(d)(ii).


 


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


 


“Acquired
Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”


 


“Acquisition” has the meaning
specified in the recitals hereto.


 


“Acquisition
Agreement” means that certain Stock Purchase Agreement, dated as of November 7, 2018 (together with all exhibits, annexes,
schedules and other disclosure letters thereto, collectively, as modified, amended, supplemented, consented to or waived), by
and among (i) the Purchaser, (ii) Latham Investment Holdings, L.P., a Delaware limited partnership, (iii) the Target, (iv) the
Stockholders referred to therein, (v) the Optionholders referred to therein and (vi) LPP Seller Rep Inc., a Delaware corporation.


 


“Additional Agreements” has
the meaning specified in Section 9.10(d).


 


“Additional Guarantor” has the meaning specified in Section
6.13(b)(i).


 


“Additional Loans” means the Additional
Revolving Credit Loans and the Additional Term Loans.


 


“Additional Refinancing Lender”
has the meaning specified in Section 2.19(a).


 


“Additional Revolving Credit Commitments”
means any revolving credit commitments added pursuant to Sections 2.16, 2.18 or 2.19.


 


“Additional
Revolving Credit Facility” means any credit facility comprised of Additional Revolving Credit Commitments added pursuant
to Sections 2.16, 2.18 or 2.19.


 


“Additional Revolving Credit Loans”
means any revolving loans made pursuant to an Additional Revolving Credit Facility.


 


“Additional Term Commitments”
means any term commitments added pursuant to Sections 2.16, 2.18 or 2.19.


 


“Additional
Term Facility” means (a) on or prior to the applicable funding date of the applicable Class of Additional Term Loans
added pursuant to Sections 2.16, 2.18 or 2.19, the aggregate amount of the Additional Term Commitments of
such Class at such time and (ii) thereafter, the aggregate principal amount of the Additional Term Loans of such Class of all
Additional Term Lenders of the applicable Class outstanding at such time added pursuant to Sections 2.16, 2.18 or
2.19.


 






    2


     


    

 


“Additional Term Loans” means
any term loans made pursuant to an Additional Term Facility.


 


“ Administrative
Agent” means Nomura, together with (or acting through) one or more Persons acting as sub-agents in accordance with Section
9.02 or its designees (any such designees designated or identified after the Closing Date to be reasonably acceptable to the
Borrower), in their respective capacities as administrative agent and collateral agent under any of the Loan Documents, or any
successor in such capacities.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule
11.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
The Administrative Agent’s Office shall at all times be located in the United States.


 


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


 


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


 


“Affiliated
Debt Fund” means a Sponsor Affiliated Lender that is a bona fide debt fund or investment vehicle that is primarily engaged
in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial
loans, bonds and similar extensions of credit and that exercise independent discretion from the private equity business of the
Sponsor.


 


“Affiliated
Lender Assignment and Assumption” has the meaning specified in Section 11.07(k)(5).


 


“Agent-Related
Persons” means the Administrative Agent, together with its Affiliates, sub-agents and designees and the officers, directors,
employees, agents and attorneys-in-fact of such Persons.


 


“Aggregate Commitments” means
the Commitments of all the Lenders.


 


“Aggregate
Revolving Credit Commitments” means, at any time, the aggregate amount of the Revolving Credit Commitments of the Revolving
Credit Lenders at such time.


 


“Agreement” means this Credit
and Guaranty Agreement.


 


“Agreement Currency” has the meaning
specified in Section 11.26.


 


“All-In-Rate”
means, as to any Indebtedness, the effective yield applicable thereto calculated by the Administrative Agent in consultation with
the Borrower in a manner consistent with generally accepted financial practices, taking into account (a) interest rate margins
(with such interest rate margin and interest spreads to be determined by reference to the Eurocurrency Rate), (b) interest rate
floors (subject to the proviso set forth below), (c) any amendment to the relevant interest rate margins and interest rate floors
prior to the applicable date of determination and (d) original issue discount and upfront or similar fees (based on an assumed
four-year life to maturity) paid by the Borrower to the Lenders in connection with the Initial Term Loans or any applicable Incremental
Term Loan Class, but excluding (i) any amendment, arrangement, commitment, structuring or underwriting fees that are not paid
to or shared with all relevant lenders generally in connection with the commitment or syndication of such indebtedness, (ii) any
consent fees paid to consenting lenders, ticking, unused line or similar fees or (iii) any other fee that is not paid directly
by the Borrower generally to all relevant lenders ratably in the primary syndication of such indebtedness; provided, however,
that (A) to the extent that the Eurocurrency Rate (with an Interest Period of three months) or Base Rate (without giving effect
to any floor specified in the definition thereof) is less than any floor applicable to the Term Loans in respect of which the
All-In-Rate is being calculated on the date on which the All-In-Rate is determined, the amount of the resulting difference will
be deemed added to the interest rate margin applicable to the relevant Indebtedness for purposes of calculating the All -In-Rate,
(B) to the extent that the Eurocurrency Rate (for a period of three months) or Base Rate (without giving effect to any floor specified
in the definition thereof) is greater than any applicable floor on the date on which the All-In-Rate is determined, the floor
will be disregarded in calculating the All-In-Rate and (C) any stepdowns in interest rate margins shall be disregarded in calculating
the All-In-Rate.


 






    3


     


    

 


“Alternate Currency”
means, (x) in the case of Revolving Credit Loans, Canadian dollars and, (y) in the case of Letters of Credit, Canadian dollars
(provided that the aggregate face amount of Letters of Credit issued and outstanding in Canadian dollars shall not exceed
$500,000 at any time), and, in each case, each other currency (other than Canadian dollars) that is approved in accordance with
Section 1.12.


 


“Applicable Amortization Percentage”
means:


 


	Applicable Fiscal
    Quarter	 	Quarterly
    Amortization Percentage	 
	From the fiscal quarter ended March 31, 2019 through
    and including the fiscal quarter ended December 31, 2020	 	 	0.625	%
	 	 	 	 	 
	From the fiscal quarter ended March 31, 2021 through
    the Initial Term Loan Maturity Date	 	 	1.25	%



 


“Applicable Asset Sale Proceeds”
has the meaning specified in Section 2.06(b)(i)(A)(2).


 


“Applicable Discount” has the
meaning specified in Section 2.06(d)(iii).


 


“Applicable ECF Proceeds” has
the meaning specified in Section 2.06(b)(iii).


 


“Applicable Margin” means a percentage
per annum equal to:


 


(a) with respect to
(i) any Initial Revolving Credit Loan, (ii) the Commitment Fee in respect of any Initial Revolving Credit Commitments and (iii)
the L/C Fee in respect of any Initial Revolving Credit Commitments, (A) until and including the date on which the first financial
statements after the Closing Date are delivered under Section 6.01, the percentages per annum set forth below for Pricing
Level 2 and (B) thereafter, the following percentages per annum based upon the First Lien Net Leverage Ratio as set forth in the
most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):


 






    4


     


    

 


Initial Revolving
Credit Facility  




 


	 	 	 	First Lien Net	 	Eurocurrency	 	 	 	 	 	Commitment	 
	Pricing
    Level	 	 	Leverage Ratio	 	Rate/L/C
    Fee	 	 	Base
    Rate	 	 	Fee	 
	 	1	 	 	≤ 3.50:1.00	 	 	4.50	%	 	 	3.50	%	 	 	0.375	%
	 	2	 	 	> 3.50:1.00	 	 	4.75	%	 	 	3.75	%	 	 	0.50	%



 


		(b)	(i)
                                         with respect to any Initial Term Loans that are Eurocurrency Rate Loans, 6.00% and



 


	 	 	(ii)
                                                                                                                                                                   with respect to any Initial Term Loans that are Base Rate Loans, 5.00%.



 


Any increase or decrease
in the Applicable Margin resulting from a change in the First Lien Net Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that
at the option of the Administrative Agent or the Required Lenders, Pricing Level 2 shall apply as of the first Business Day after
the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so
apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise
determined in accordance with this definition shall apply).


 


“Appropriate
Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to the
Letter of Credit Sublimit, (i) the L/C Issuers and (ii) if any Letters of Credit have been issued pursuant to Section 2.04,
the Revolving Credit Lenders, (c) with respect to Revolving Credit Loans of any Class, the Lenders of such Class and (d) with
respect to Term Loans of any Class, the Lenders of such Class.


 


“Approved
Foreign Bank” has the meaning specified in clause (k) of the definition of “Cash Equivalents”.


 


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


 


“Arranger”
means Nomura Securities International, Inc. (acting through such of its Affiliates as it deems appropriate), in its capacity as
the sole lead arranger and sole bookrunner of the Facilities.


 


“Assignment
and Assumption” means an Assignment and Assumption substantially in the form of Exhibit A or any other form (including
electronic documentation generated by DebtDomain or other electronic platform) approved by the Administrative Agent.


 


“ Attorney
Costs” means and includes all reasonable and documented, out-of-pocket fees, expenses and disbursements of any law firm
or other external counsel.


 


“Attributable
Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof
that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.


 






    5


     


    

 








“Auto-Renewal Letter of Credit”
has the meaning specified in Section 2.04(b)(iii).


 


“ Available Amount”
means, at any time (the “Available Amount Reference Time”), an amount equal to:


 


		(a)	the
                                         sum, without duplication, of:



 


		(i)	the
                                         greater of (x) $5,000,000 and (y) 10.0% of Consolidated EBITDA as of the last day of
                                         the most recently ended Test Period; plus



 


		(ii)	an
                                         amount equal to the Excess Cash Flow Retained Amount (the amount under this clause
                                         (ii) is referred to herein as the “Growth Amount”; provided
                                         that the Growth Amount shall not be less than zero); plus



 


		(iii)	100%
                                         of the aggregate amount of contributions (other than in the form of Disqualified Equity
                                         Interests) to the common capital of Holdings (including mergers or consolidations that
                                         have a similar effect, with the amount of any non-cash contributions made in connection
                                         therewith being determined based on the fair market value (as reasonably determined by
                                         the Borrower) thereof) or the net proceeds of the issuance of Qualified Equity Interests
                                         of Holdings (or any direct or indirect parent thereof) contributed to Holdings and thereafter
                                         contributed to the Borrower as Qualified Equity Interests and, in each case to the extent
                                         not otherwise applied under this Agreement and not constituting a Cure Amount, received
                                         in cash during the period from and including the Business Day immediately following the
                                         Closing Date through and including the Available Amount Reference Time; plus



 


		(iv)	the aggregate
                                         principal amount of any Indebtedness or Disqualified Equity Interests, in each case,
                                         of Holdings or any Restricted Subsidiary issued after the Closing Date (other than Indebtedness
                                         or such Disqualified Equity Interests issued to Holdings or a Restricted Subsidiary),
                                         which has been converted into or exchanged for Qualified Equity Interests of Holdings
                                         or any Equity Interests of any direct or indirect parent of Holdings; plus



 


		(v)	to the extent not
                                         already reflected as a return of capital or deemed reduction with respect to such Investment
                                         for purposes of determining the amount of such Investment pursuant to clause (b)
                                         below or any other provision of Section 7.02, the net proceeds received by the
                                         Borrower or any Restricted Subsidiary after the Closing Date in connection with the sale
                                         or other disposition to a Person (other than Holdings or any Restricted Subsidiary) of
                                         any Investment made pursuant to Section 7.02(t) received in cash or Cash Equivalents
                                         (in an amount not to exceed the original amount of such Investment); plus



 


		(vi)	to the extent
                                         not already reflected as a return of capital or deemed reduction with respect to such
                                         Investment for purposes of determining the amount of such Investment pursuant to clause
                                         (b) below or any other provision of Section 7.02, the proceeds received by the
                                         Borrower or any Restricted Subsidiary after the Closing Date in connection with returns,
                                         profits, distributions and similar amounts, repayments of loans and the release of guarantees
                                         received on any Investment made pursuant to Section 7.02(t) (in an amount not
                                         to exceed the original amount of such Investment); plus



 


		(vii)	to
                                         the extent not already reflected as a return of capital or deemed reduction with respect
                                         to such Investment for purposes of determining the amount of such Investment pursuant
                                         to clause (b) below or any other provision of Section 7.02, an amount equal to
                                         the sum of (A) in the event any Unrestricted Subsidiary has been redesignated as a Restricted
                                         Subsidiary pursuant to Section 6.15 or has been merged, consolidated or amalgamated
                                         with or into, or is liquidated into, Borrower or any Restricted Subsidiary, the amount
                                         of the Investments of Holdings or any Restricted Subsidiary in such Subsidiary made pursuant
                                         to Section 7.02(t) (in an amount not to exceed the original amount of such investment)
                                         and (B) the fair market value (as reasonably determined by the Borrower) of the property
                                         or assets of any Unrestricted Subsidiary that have been transferred, conveyed, or otherwise
                                         distributed to the Borrower or any Restricted Subsidiary after the Closing Date from
                                         any dividend or other distribution by an Unrestricted Subsidiary; plus



 


		(viii)	the
                                         amount of any Declined Proceeds; minus


 






    6


     


    

 


		(b)	the
                                         aggregate amount of (i) any Investments outstanding at such time pursuant to Section7.02(t)
                                         (net of any return of capital in respect of such Investment or deemed reduction
                                         in the amount of such Investment, including, without limitation, upon the redesignation
                                         of any Unrestricted Subsidiary as a Restricted Subsidiary or the sale, transfer, lease
                                         or other disposition of any such Investment, in each case to the extent any resulting
                                         Investment is permitted under another paragraph of Section 7.02), (ii) the initial
                                         principal amount of any Indebtedness incurred prior to such time pursuant to Section
                                         7.03(cc) (net of any forgiveness of principal of such Indebtedness by the lender
                                         thereof; provided that such forgiveness is not included in clause (a)(iv)
                                         above), (iii) any Restricted Payments made prior to such time pursuant to Section
                                         7.06(g) or any Restricted Prepayment made prior to such time pursuant to Section
                                         7.08(c) (and, for purposes of this clause (b), without taking account of the
                                         intended usage of the Available Amount at such Available Amount Reference Time).



 


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


 


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


 


“Bankruptcy
Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person
charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative
Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding
or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition
of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further,
that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental
Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate
of interest in effect for such day which is announced and/or published in the Money Rates section of The Wall Street Journal as
the “prime rate” (or, if a range of rates is so announced and/or published, the highest of such rates) and
(c) the Eurocurrency Rate for a one month Interest Period as determined at or about 11:00 am London time two Business Days prior
to such date (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%.


 






    7


     


    

 


“Base Rate
Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.


 


“Basel III”
means the agreement on capital adequacy, stress testing and liquidity standards contained in “Basel III: a global regulatory
framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement,
standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer”
published by the Basel Committee in December 2010, each as amended, and any further guidance or standards published by the Basel
Committee in relation to “Basel III”.


 


“Basel Committee” means the Basel
Committee on Banking Supervision.


 


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


 


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


 


“ Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,
(b) a “plan” as defined in Section 4975 of the Code that is 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”.


 


“Bona Fide
Lending Affiliate” means, with respect to any Competitor, any debt fund, investment vehicle, regulated bank entity or
unregulated lending entity (in each case, other than a Person that was separately identified to the Arranger on or prior to November
7, 2018 as a Disqualified Institution) that is (i) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of business and (ii) managed, sponsored or advised by any Person
that is Controlling, Controlled by or under common Control with such Competitor or Affiliate thereof, as applicable, but only
to the extent that no personnel involved with the investment in such Competitor or affiliate thereof, as applicable, (x) makes
(or has the right to make or participate with others in making) investment decisions on behalf of such debt fund, investment vehicle,
regulated bank entity or unregulated lending entity or (y) has access to any information (other than information that is publicly
available) relating to Holdings or any entity that forms a part of any of its businesses (including any of its subsidiaries).


 


“Borrower” has the meaning specified
in the introductory paragraph to this Agreement.


 


“Borrower Materials” has the meaning
specified in Section 6.02(d).


 


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


 


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


 


(i) if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan or Letter of Credit denominated in Dollars, any
fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan or Letter of Credit
or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means
any such day that is also a London Banking Day;


 






    8


     


    

 


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


 


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


 


“Capital
Expenditures” means, without duplication, any expenditure for any purchase or other acquisition of any asset that would
be classified as a fixed or capital asset on a consolidated balance sheet of Holdings and its Subsidiaries prepared in accordance
with GAAP, including capitalized software development costs.


 


“ Capitalized
Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases on a balance
sheet of the lessee.


 


“Cash Collateral” has the meaning
specified in Section 2.04(g).


 


“Cash Collateral
Account” means a deposit account at the Administrative Agent or its designee in the name of the Administrative Agent
or its designee and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory
to the Administrative Agent or its designee.


 


“Cash Collateralize” has the meaning
specified in Section 2.04(g).


 


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


 


		(a)	operating
                                         deposit accounts maintained by the Restricted Companies;



 


		(b)	securities
                                         issued or unconditionally guaranteed by the United States government or any agency or
                                         instrumentality thereof having maturities of not more than 12 months from the date of
                                         acquisition thereof or other durations approved by the Administrative Agent;



 


		(c)	securities issued
                                         by any state of the United States or any political subdivision of any such state or any
                                         public instrumentality thereof having maturities of not more than 12 months from the
                                         date of acquisition thereof or other durations approved by the Administrative Agent and,
                                         at the time of acquisition, having a rating of at least “A-2” or “P-2”
                                         (or long-term ratings of at least “A3” or “A-”) from either S&P
                                         or Moody’s, or, with respect to municipal bonds, a rating of at least MIG 2 or
                                         VMIG 2 from Moody’s (or the equivalent thereof);



 


		(d)	commercial paper
                                         issued by any Lender that is a commercial bank or any bank holding company owning any
                                         Lender;



 






    9


     


    

 





		(e)	commercial paper
                                         maturing not more than 12 months after the date of creation thereof or other durations
                                         approved by the Administrative Agent and, at the time of acquisition, having a rating
                                         of at least A-1 or P-1 from either S&P or Moody’s and commercial paper maturing
                                         not more than 90 days after the creation thereof and, at the time of acquisition, having
                                         a rating of at least A-2 or P-2 from either S&P or Moody’s;



 


		(f)	domestic and
                                         eurocurrency time deposits, certificates of deposit or bankers’ acceptances maturing
                                         no more than one year after the date of acquisition thereof or other durations approved
                                         by the Administrative Agent which are either issued by any Lender or any other banks
                                         having combined capital and surplus of not less than $100,000,000 (or in the case of
                                         foreign banks, the Dollar equivalent thereof) or are insured by the Federal Deposit Insurance
                                         Corporation for the full amount thereof;



 


		(g)	repurchase agreements
                                         with a term of not more than 30 days for, and secured by, underlying securities of the
                                         type without regard to maturity described in clauses (b), (c) and (f) above entered into
                                         with any bank meeting the qualifications specified in clause (f) above or securities
                                         dealers of recognized national standing;



 


		(h)	investments
                                         maintained in money market funds (as well as asset-backed securities and corporate securities
                                         that are eligible for inclusion in money market funds); and



 


		(i)	solely with respect
                                         to any Non-U.S. Subsidiary, non-Dollar denominated (i) certificates of deposit of, bankers
                                         acceptances of, or time deposits with, any commercial bank which is organized and existing
                                         under the laws of a country other than one that is subject to sanctions administered
                                         or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s
                                         Treasury, or other relevant sanctioning authority, (any such bank being an “ Approved
                                         Foreign Bank”) and maturing within 12 months of the date of acquisition or
                                         other durations approved by the Administrative Agent and (ii) equivalents of demand deposit
                                         accounts which are maintained with an Approved Foreign Bank.



 


“ Cash
Management Obligations” means all obligations of any Loan Party with respect to any overdraft and related liabilities
arising from treasury, depository and cash management services, credit card services, including purchasing card services, or any
automated clearing house transfers of funds provided by the Administrative Agent, a Lender, an L/C Issuer, the Arranger or any
Affiliate of any of the foregoing.


 


“Casualty
Event” means any event that gives rise to the receipt by Holdings or any Restricted Subsidiary of any insurance proceeds
or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace
or repair such equipment, fixed assets or real property.


 


“CFC”
means a direct or indirect Subsidiary of Holdings that is a “controlled foreign corporation” within the meaning of
Section 957 of the Code.


 


“Change in Law” means the occurrence,
after the date of this Agreement, of any of the following:


 


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


 






    10


     


    

 


“Change of Control” means the
earliest to occur of:


 


(a) (i) at
any time prior to a Qualifying IPO, the Permitted Holders cease to own, in the aggregate, directly or indirectly, beneficially,
Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of Holdings, or (ii) at any time upon or after the consummation of a Qualifying IPO, the acquisition by any “person”
or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the 1934 Act, but excluding any employee
benefit plan and/or any person acting as the trustee, agent or other fiduciary or administrator therefor), in each case of the
foregoing, other than a Permitted Holder, becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5
under such Act), directly or indirectly, of Equity Interests representing more than the greater of (x) 35% of the total voting
power of all of the outstanding voting stock of Holdings and (y) the percentage of the total voting power of all of the outstanding
voting stock of Holdings owned directly or indirectly by the Permitted Holders; unless, in the case of either clauses (a)(i)
or (a)(ii) above, the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise
to elect or designate for election at least a majority of the board of directors of Holdings; or


 


(b) at any
time immediately following the consummation of the Acquisition, Holdings shall cease to directly or indirectly own and control
100% of the Equity Interests of the Borrower.


 


“Charges” means any charge, expenses,
cost, accrual or reserve of any kind.


 


“Class”
when used with respect to (a) any Loan or Credit Extension, refers to whether such Loan, or the Loans comprising such Credit Extension,
are Initial Term Loans, Additional Term Loans of any series established as a separate “Class” pursuant to Section
2.16, 2.18 and/or 2.19, Initial Revolving Credit Loans or Additional Revolving Credit Loans of any series established as a
separate “Class” pursuant to Section 2.16, 2.18 and/or 2.19, (b) any Commitment, refers to whether such Commitment
is an Initial Term Commitment, an Additional Term Commitment of any series established as a separate “Class” pursuant
to Section 2.16, 2.18 and/or 2.19, an Initial Revolving Credit Commitment, an Additional Revolving Credit Commitment of
any series established as a separate “Class” pursuant to Section 2.16, 2.18 and/or 2.19, (c) any Lender, refers
to whether such Lender has a Loan or Commitment of a particular Class and (d) any Revolving Outstandings, refers to whether such
Revolving Outstandings is attributable to a Revolving Credit Commitment of a particular Class.


 


“Closing
Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance
with Section 11.01, which date is December 18, 2018.


 


“Closing
Date Material Adverse Effect” has the meaning assigned to the term “Material Adverse Effect” in the Acquisition
Agreement as in effect on November 7, 2018.


 


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


 


“Collateral”
means all of the “ Collateral” referred to in the Collateral Documents and all of the other property and assets
that are or are required under the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Administrative
Agent for the benefit of the Secured Parties; provided that “Collateral” shall not include any Excluded Asset.


 


“Collateral
Documents” means, collectively, (i) the Security Agreement, (ii) each Mortgage, (iii) each Intellectual Property Security
Agreement, (iv) any supplement to any of the foregoing delivered to the Administrative Agent pursuant to Section 6.13 and
(v) each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative
Agent for the benefit of the Secured Parties.


 






    11


     


    

 


 


“Commitment”
means an Initial Term Commitment, Initial Revolving Credit Commitment, an Additional Term Commitment or an Additional Revolving
Credit Commitment, as the context may require.


 


“Commitment Fee” has the meaning
specified in Section 2.10(b).


 


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


 


“Compensation Period” has the
meaning specified in Section 2.13(b)(ii).


 


“Competitor” means a competitor
of the Borrower or any of its Subsidiaries.


 


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


 


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


 


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


 


“Consolidated
EBITDA” means, as of any date for the applicable period ending on such date with respect to any Person on a consolidated
basis, the sum of (a) Consolidated Net Income, plus (b) an amount which, in the determination of Consolidated Net Income
for such period, has been deducted (other than with respect to clauses (viii) and (xxii)) and not added back for,
without duplication,


 


		(i)	provision for
                                         taxes based on income or profits, revenue or capital, including, without limitation,
                                         state, provincial, territorial, local, foreign, unitary, excise, property, franchise
                                         and similar taxes and foreign withholding and similar taxes of such Person paid or accrued
                                         during such period, including any additions to such taxes and any penalties and interest
                                         relating to any such taxes,



 


		(ii)	total interest
                                         expense (including (v) net losses or any obligations under any Swap Contracts or other
                                         derivative instruments entered into for the purpose of hedging interest rate, currency
                                         or commodities risk, (w) bank fees, (x) costs of surety bonds in connection with financing
                                         activities, to the extent the same were deducted (and not added back) in calculating
                                         such Consolidated Net Income), (y) all cash dividend payments or other distributions
                                         (excluding items eliminated in consolidation) on any series of preferred stock and/or
                                         Disqualified Equity Interests of such Person or Restricted Subsidiary of such Person
                                         and (z) all cash dividend or other distributions (excluding items eliminated in consolidation)
                                         made to make interest payments on the Indebtedness of any parent entity,



 


		(iii)	Consolidated
                                         Depreciation and Amortization Expense of such Person for such period,



 






    12


     


    

 





		(iv)	any Charges
                                         incurred in connection with the Transactions or related to any actual or proposed or
                                         contemplated Investment, acquisition, disposition or recapitalization or the incurrence
                                         of Indebtedness (including a refinancing thereof) or any Investment (including any Permitted
                                         Acquisition), acquisition, disposition, recapitalization, or Equity Issuance (including
                                         any expense relating to enhanced accounting functions or other transactions costs associated
                                         with becoming a public company) (in each case, whether or not consummated or permitted
                                         hereunder), including (A) such fees, expenses or charges (including rating agency fees
                                         and related expenses and/or letter of credit fees) related to the offering or incurrence
                                         of the Loans and any other credit facilities or the offering or incurrence of any other
                                         debt securities and any Securitization Fees and (B) any amendment or other modification
                                         of the this Agreement, any Securitization Facility and/or Permitted Receivables Financing
                                         and any other credit facilities or any other debt securities, in each case, whether or
                                         not consummated,



 


		(v)	(i) Charges attributable
                                         to the undertaking and/or implementation of cost savings initiatives, operating expense
                                         reductions and other synergies and similar initiatives, integration, transition, reconstruction,
                                         decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses,
                                         facilities opening and preopening (including unused warehouse space costs), business
                                         optimization and other restructuring and integration costs (including those related to
                                         tax restructurings), charges, accruals, reserves and other Charges (including, without
                                         limitation, inventory optimization programs, software development costs, systems implementation
                                         and upgrade expenses, costs related to the closure or consolidation of facilities (including
                                         but not limited to severance, rent termination costs, moving costs and legal costs),
                                         costs related to strategic initiatives and curtailments or modifications to pension and
                                         post-retirement employment benefit plans (including any settlement of pension liabilities),
                                         costs related to entry into new markets (including unused warehouse space costs), strategic
                                         initiatives and contracts, consulting fees, signing costs, retention or completion bonuses,
                                         expansion and relocation expenses, severance payments, and modifications to pension and
                                         post-retirement employee benefit plans, new systems design and implementation costs and
                                         project startup costs and consulting fees incurred in connection with any of the foregoing
                                         and (ii) Charges associated with acquisition related litigation and settlements thereof,



 


		(vi)	non-cash charges,
                                         write-downs, expenses, losses or items reducing Consolidated Net Income for such period
                                         including (i) any impairment charges, amortization (or write offs) of financing costs
                                         (including debt discount, debt issuance costs and commissions and other fees associated
                                         with Indebtedness, including the Loans) of such Person and its Subsidiaries, (ii) the
                                         impact of acquisition method accounting adjustment and any non-cash write-up, write-down
                                         or write-off with respect to re-valuing assets and liabilities in connection with the
                                         Transactions or any Investment (including any Permitted Acquisition) and/or (iii) any
                                         non-cash losses realized in such period in connection with adjustments to any Plan due
                                         to changes in actuarial assumptions, valuation or studies (provided that if any such
                                         non-cash charge, write-down or item represents an accrual or reserve for a cash expenditure
                                         for a future period then the cash payment in such future period shall be subtracted from
                                         Consolidated EBITDA when paid), or other items classified by the Borrower as special
                                         items less other non-cash items of income increasing Consolidated Net Income (excluding
                                         any such non-cash item of income to the extent it represents a receipt of cash in any
                                         future period),



 


		(vii)	the amount
                                         of board of director fees, management, monitoring, advisory, consulting, refinancing,
                                         subsequent transaction and exit fees (including termination fees) and related indemnities
                                         and expenses paid or accrued in such period to any member of the board of directors of
                                         Holdings, any Permitted Holder or any Affiliate of a Permitted Holder to the extent permitted
                                         under Section 7.07,



 


		(viii)	without duplication
                                         of any such amounts otherwise added back in determining Consolidated EBITDA, whether
                                         through pro forma adjustment or otherwise, the amount of (A) pro forma “run rate”
                                         cost savings (including cost savings with respect to salary, benefit and other direct
                                         savings resulting from workforce reductions and facility, benefit and insurance savings),
                                         operating expense reductions and other synergies (in each case, net of amounts actually
                                         realized) related to the Transactions that are reasonably identifiable and factually
                                         supportable and projected by the Borrower in good faith to result from actions (x) that
                                         have been taken, (y) with respect to which substantial steps have been taken or that
                                         are expected to be taken (in the good faith determination of the Borrower) within 12
                                         months after the Closing Date (or, to the extent identified in the QoE or otherwise identified
                                         to the Administrative Agent, undertaken or implemented prior to the Closing Date) or
                                         (B) pro forma adjustments, including pro forma “run rate” cost savings (including
                                         cost savings with respect to salary, benefit and other direct savings resulting from
                                         workforce reductions and facility, benefit and insurance savings), operating expense
                                         reductions, and other synergies (in each case net of amounts actually realized) related
                                         to Dispositions, acquisitions, Investments, operating improvements, restructurings, cost
                                         savings initiatives and certain other similar initiatives and specific transactions,
                                         or related to restructuring initiatives, cost savings initiatives and other initiatives
                                         that are reasonably identifiable and factually supportable and projected by the Borrower
                                         in good faith to result from actions (x) that have been taken or (y) with respect to
                                         which substantial steps have been taken or that are expected to be taken within 12 months
                                         after the date of consummation of such acquisition, disposition or other specified transaction
                                         or the initiation of such restructuring initiative, cost savings initiative or other
                                         initiatives; provided that the amount that may be added back to Consolidated EBITDA
                                         pursuant to this clause (viii) shall not, for any Test Period, exceed 20.0% of
                                         Consolidated EBITDA (calculated after giving effect to such adjustments),



 



    13


     


    




 










		(ix)	the amount of
                                         loss or discount on sale of Securitization Assets, Receivables Assets and related assets
                                         in connection with a Qualified Securitization Financing and/or Permitted Receivables
                                         Financing,



 


		(x)	(x) any Charges
                                         incurred as a result of, in connection with or pursuant to any management equity plan,
                                         profits interest or stock option plan or other management or employee benefit plan or
                                         agreement, pension plan, any severance agreement, any stock subscription or shareholder
                                         agreement, and (y) any Charges in connection with the rollover, acceleration or payout
                                         of Equity Interests held by management, in each case under this clause (y), to the extent
                                         such Charges, as applicable, are funded with net cash proceeds contributed to such Person
                                         as a capital contribution or as a result of the sale or issuance of Qualified Equity
                                         Interests of such Person (solely to the extent not increasing the Available Amount or
                                         constitutes a Cure Amount),



 


		(xi)	cash actually
                                         received (or any netting arrangements resulting in reduced cash expenditures) not representing
                                         Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains
                                         relating to such income were deducted in the calculation of Consolidated EBITDA pursuant
                                         to clause (c)(i) below and for any previous period and not added back,



 


		(xii)	any Charges
                                         included in Consolidated Net Income attributable to non-controlling interests pursuant
                                         to the application of Accounting Standards Codification Topic 810-10-45,



 


		(xiii)	realized
                                         foreign exchange losses resulting from the impact of foreign currency changes on the
                                         valuation of assets or liabilities on the balance sheet of the Borrower and its Restricted
                                         Subsidiaries,



 


		(xiv)	net
                                         realized losses from Swap Contracts or embedded derivatives that require similar accounting
                                         treatment and the application of Accounting Standard Codification Topic 815 and related
                                         pronouncements,



 


		(xv)	[reserved],



 






    14


     


    

 





		(xvi)	the
                                         amount of any minority interest expense consisting of Subsidiary income attributable
                                         to minority equity interests of third parties in any non-wholly owned Subsidiary,



 


		(xvii)	non-cash
                                         minority interest reductions and with respect to any JV Entity, an amount equal to the
                                         proportion of those items described in clauses (ii) and (iii) above relating to such
                                         JV Entity’s corresponding to the Borrower’s and the Restricted Subsidiaries’
                                         proportionate share of such JV Entity’s Consolidated Net Income (determined as
                                         if such JV Entity were a Restricted Subsidiary) to the extent the same was deducted (and
                                         not added back) in calculating Consolidated Net Income,



 


		(xviii)	earnout
                                         and contingent consideration obligations (including those accounted for as bonuses or
                                         otherwise) and adjustments thereof and purchase price adjustments,



 


		(xix)	any
                                         net pension or other post-employment benefit costs representing amortization of unrecognized
                                         prior service costs, actuarial losses, including amortization of such amounts arising
                                         in prior periods, amortization of the unrecognized net obligation (and loss or cost)
                                         existing at the date of the initial application
                                         of FASB Accounting Standards Codification 715, and any other items of a similar nature





 


		(xx)	(y) the amount
                                         of Charges relating to payments made to option holders of the Borrower or any parent
                                         entity in connection with, or as a result of, any distribution being made to equityholders
                                         of such Person or its parent entities, which payments are being made to compensate such
                                         option holders as though they were equityholders at the time of, and entitled to share
                                         in, such distribution, to the extent permitted under this Agreement,



 


		(xxi)	Public
                                         Company Costs,



 


		(xxii)	adjustments
                                         and add backs that are consistent with Article 11 of Regulation S-X,



 


		(xxiii)	any
                                         costs or expenses associated with the Transactions, and



 


		(xxiv)	adjustments
                                         and add backs (without regard to the amount or time periods specified therein) reflected
                                         in (i) the financial model provided to the Arranger on November 7, 2018 (the “Sponsor
                                         Model”), (ii) the quality of earnings report provided to the Arranger prior
                                         to November 7, 2018 (such report, as updated from time to time after the date thereof
                                         and prior to the Closing Date with the consent of the Arranger, the “QoE”)
                                         and (iii) any quality of earnings report made available to the Administrative Agent and
                                         prepared by a nationally recognized accounting firm (or other accounting firm reasonably
                                         acceptable to the Administrative Agent) in connection with any Permitted Acquisition
                                         or permitted Investment, as updated from time to time with the consent of the Administrative
                                         Agent; minus



 


		(c)	an
                                         amount which, in the determination of Consolidated Net Income, has been included for:



 


		(i)	(A)
                                         non-cash gains and (B) all extraordinary, unusual or non-recurring gains,



 


		(ii)	any
                                         gains realized upon the Disposition of property outside of the ordinary course of business,



 


		(iii)	net
                                         realized gains from Swap Contracts or embedded derivatives that require similar accounting
                                         treatment and the application of Accounting Standard Codification Topic 815 and related
                                         pronouncements, in each case, that were entered into for non-speculative purposes,



 






    15


     


    





 


(iv)       the
amount of gain on sale of Securitization Assets, Receivables Assets and related assets in connection with a Qualified Securitization
Financing and/or Permitted Receivables Financing, and


 


(v)        any
net pension or other post-employment benefit gains representing actuarial gains, and


 


(d)        excluding
the effects of:


 


(i)         any
unrealized losses or gains in respect of Swap Contracts, and


 


(ii)        any
losses or gains in respect of purchase accounting adjustments for earnout obligations arising from acquisitions, all as
determined in accordance with GAAP, where applicable.


 


Unless the context
otherwise requires, each reference to “Consolidated EBITDA” in this Agreement shall deemed to refer to the
Consolidated EBITDA of Holdings and its Restricted Subsidiaries. There shall be included in determining Consolidated EBITDA for
any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or
any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets
to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed of by the Borrower or such
Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed
of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted
into a Restricted Subsidiary during such period (each a “Converted Restricted Subsidiary”), based on the actual
Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion
thereof occurring prior to such acquisition) and (B) without duplication of clause (b)(viii) of the definition of Consolidated
EBITDA, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect
to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified
in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. For purposes of
determining Consolidated EBITDA for any period, there shall be excluded the Disposed EBITDA of any Person, property, business
or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued
operations by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold
or disposed of, a “ Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is
converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”),
based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including
the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding the foregoing, but subject to any
adjustment set forth above with respect to any transactions occurring after the Closing Date, Consolidated EBITDA shall be $235,000
for the fiscal quarter ended March 31, 2018, $28,629,000 for the fiscal quarter ended June 30, 2018 and $19,793,000 for the fiscal
quarter ended September 30, 2018 as may be adjusted on a Pro Forma Basis.


 


“Consolidated
First Lien Secured Debt” means, as to any Person at any date of determination, the aggregate principal amount of Consolidated
Total Debt outstanding on such date that is secured by a first-priority Lien on any assets or property of the Restricted Companies.


 


“Consolidated
Net Income” means, as of any date for the applicable period ending on such date with respect to any Person and its Subsidiaries
on a consolidated basis, net income, excluding, without duplication,


 






    16


     


    

 


(i)         any
net income (loss) of any Person if such Person is not a Restricted Subsidiary (including any net income (loss) from investments
recorded in such Person under the equity method of accounting), except that Holdings’ equity in the net income of any such
Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents
actually distributed or that (as reasonably determined by an Officer of the Borrower) could have been distributed by such Person
during such period to Holdings or a Restricted Subsidiary as a dividend or other distribution or return on investment (subject,
in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained
in clause (ii) below);



 


(ii)        solely
for the purpose of determining the Available Amount, any net income (loss) of any Restricted Subsidiary (other than any Guarantor)
if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions
by such Restricted Subsidiary, directly or indirectly, to the Borrower or a Guarantor by operation of the terms of such Restricted
Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable
to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or other-wise released and
(b) restrictions pursuant to the Loan Documents), except that the Borrower’s equity in the net income of any such Restricted
Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents
actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Borrower or another
Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary,
to the limitation contained above in this clause (ii));



 


(iii)       any
net gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized
upon the sale or other disposition of any asset (including pursuant to any sale/leaseback transaction) or disposed or discontinued
operations of Holdings or any Restricted Subsidiaries which is sold or otherwise disposed outside the ordinary course of business
(as determined in good faith by the Borrower);



 


(iv)       any
extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense (including relating to the Transactions), or
any charges, expenses or reserves in respect of any restructuring, relocation, redundancy or severance expense, or relocation
costs, one time compensation charges, integration and facilities’ opening costs and other business optimization expenses
and operating improvements (including related to new product introductions), systems development and establishment costs, accruals
or reserves (including restructuring and integration costs related to acquisitions after the Closing Date and adjustments to existing
reserves), whether or not classified as restructuring expense on the consolidated financial statements, signing costs, retention
or completion bonuses, transition costs, costs related to closure/consolidation of facilities, internal costs in respect of strategic
initiatives and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement
of pension liabilities), contract terminations and professional and consulting fees incurred with any of the foregoing;



 


(v)        the
cumulative effect of a change in law, regulation or accounting principles, including any impact resulting from an election by
the Borrower to apply IFRS at any time following the Closing Date;



 


(vi)       any
(i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any
non-cash deemed finance charges in respect of any pension liabilities or other provisions or on the re-valuation of any benefit
plan obligation and (ii) income (loss) attributable to deferred compensation plans or trusts;



 






    17


     


    

 


(vii)      all
deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment
of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness;


 



(viii)     any
realized or unrealized gains or losses in respect of any obligations under any Swap Contracts or any ineffectiveness recognized
in earnings related to hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do
not qualify as hedge transactions, in each case, in respect of any obligations under any Swap Contracts;


 



(ix)        any
fees and expenses (including any transaction or retention bonus or similar payment) incurred during such period, or any amortization
thereof for such period, in connection with any acquisition, Investment, asset disposition, issuance or repayment of Indebtedness,
issuance of Capital Stock, refinancing transaction or amendment or modification of any debt instrument (in each case, including
any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges
or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful
(including, for avoidance of doubt, the effects of expensing all transaction related expenses in accordance with Financial Accounting
Standards Codification No. 805 and gains or losses associated with Financial Accounting Standards Codification No. 460);


 



(x)         any
unrealized foreign currency translation increases or decreases or transaction gains or losses in respect of Indebtedness of any
Person denominated in a currency other than the functional currency of such Person, including those related to currency remeasurements
of Indebtedness (including any net loss or gain resulting from Swap Contracts for currency exchange risk) or other obligations
of Holdings or any Restricted Subsidiary owing to the Holdings or any Restricted Subsidiary and any unrealized foreign exchange
gains or losses relating to translation of assets and liabilities denominated in foreign currencies;


 



(xi)        any
unrealized or realized gain or loss due solely to fluctuations in currency values and the related tax effects, determined in accordance
with GAAP;


 


(xii)       any
recapitalization accounting or acquisition method accounting effects including, but not limited to, adjustments to inventory,
property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by
GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings and the Restricted
Subsidiaries), as a result of any consummated acquisition, or the amortization or write-off of any amounts thereof (including
any write-off of in process research and development);


 


(xiii)      any
impairment charge, write-down or write-off, including impairment charges, write-downs or write-offs relating to goodwill, intangible
assets, long-lived assets, investments in debt and equity securities (including any losses with respect to the foregoing in bankruptcy,
insolvency or similar proceedings) and the amortization of intangibles arising pursuant to GAAP or as a result of a change in
law or regulation;


 



(xiv)     any
effect of income (loss) from the early extinguishment or cancellation of Indebtedness or any obligations under any Swap Contracts
or other derivative instruments;


 


(xv)      accruals
and reserves that are established or adjusted (including any adjustment of estimated payouts on existing earn-outs) that are so
required to be established as a result of the Transactions in accordance with GAAP, or changes as a result of adoption or modification
of accounting policies;


 



    18


     


    

 


 


(xvi)     any
net unrealized gains and losses resulting from Hedging Obligations or embedded derivatives that require similar accounting treatment
and the application of Topic 815 and related pronouncements or mark to market movement of other financial instruments pursuant
to Accounting Standards Codification 825 and related pronouncements;


 



(xvii)    any
costs or expenses associated with the Transactions;


 



(xviii)   any
non-cash expenses, accruals or reserves related to adjustments to historical tax exposures and any deferred tax expense associated
with tax deductions or net operating losses arising as a result of the Transactions, or the release of any valuation allowances
related to such item;


 


(xix)      effects
of adjustments to accruals and reserves during a period relating to any change in the methodology of calculating reserves for
returns, rebates and other chargebacks (including government program rebates); and


 



(xx)       any
net gain (or loss) from disposed, abandoned or discontinued operations and any net gain (or loss) on disposal of disposed, discontinued
or abandoned operations.



 


In addition, to the
extent not already excluded (or included, as applicable) from the Consolidated Net Income of such Person and its Restricted Subsidiaries,
notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall be increased by (i) any expenses and
charges that are reimbursed by indemnification or other reimbursement provisions in connection with any investment or any sale,
conveyance, transfer or other disposition of assets permitted hereunder, or, so long as the Borrower has made a determination
that there exists reasonable evidence that such amount will in fact be reimbursed and only to the extent that such amount is (A)
not denied by the applicable payor in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence
(with a deduction for any amount so added back to the extent not so reimbursed within 365 days), and (ii) to the extent covered
by insurance (including business interruption insurance) and actually reimbursed, or, so long as the Borrower has made a determination
that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such
amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the
date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses
with respect to liability or casualty events or business interruption and/or, with respect to business interruption insurance,
an amount representing the earnings for the applicable period that such proceeds are intended to replace and, provided, further
that solely for purposes of calculating Excess Cash Flow, the income or loss of any Person accrued prior to the date on which
such Person becomes a Restricted Subsidiary of such Person or is merged into or consolidated with such Person or any Restricted
Subsidiary of such Person or the date that such other Person’s assets are acquired by such Person or any Restricted Subsidiary
of such Person, in each case, shall be excluded in calculating Consolidated Net Income.


 


“Consolidated
Senior Secured Debt” means, as to any Person at any date of determination, the aggregate principal amount of Consolidated
Total Debt outstanding on such date that is secured by a Lien on any assets or property of the Restricted Companies.


 


“Consolidated
Total Assets” means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption
 “total assets” (or any like caption) on a consolidated balance sheet of the applicable Person at such date.


 


“ Consolidated
Total Debt” means, as to any Person at any date of determination, the aggregate principal amount of all third party
Indebtedness for borrowed money, Indebtedness evidenced by bonds, debentures and similar instruments, unreimbursed drawings under
letters of credit, Capital Leases and purchase money Indebtedness; provided that “Consolidated Total Debt”
shall be calculated (i) net of the Unrestricted Cash Amount, (ii) excluding any obligation, liability or indebtedness of such
Person if, upon or prior to the maturity thereof, such Person has irrevocably deposited with the proper Person in trust or Escrow
the necessary funds (or evidences of indebtedness) for the payment, redemption or satisfaction of such obligation, liability or
indebtedness, and thereafter such funds and evidences of such obligation, liability or indebtedness or other security so deposited
are not included in the calculation of Unrestricted Cash Amount and (iii) based on the initial stated principal amount of any
Indebtedness that is issued at a discount to its initial stated principal amount without giving effect to any such discounts;
provided that Consolidated Total Debt shall not include (x) Letters of Credit (or other letters of credit, bankers’
acceptances and bank guarantees), except to the extent of Unreimbursed Amounts (or unreimbursed amounts) thereunder, (y) obligations
under Swap Contracts entered into and (z) Indebtedness in respect of any Qualified Securitization Financing and/or Permitted Receivables
Financing.


 






    19


     


    

 


“Contract
Consideration” shall have the meaning given to such term in the definition of “Excess Cash Flow”.


 


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


 


“Control”,
 “Controlled” and “Controlling” have the meanings specified in the definition of “Affiliate.”


 


“Converted
Restricted Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”


 


“Converted
Unrestricted Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”


 


“Credit Agreement
Refinancing Indebtedness” means (i) Permitted First Priority Refinancing Debt, (ii) Permitted Junior Priority Refinancing Debt,
(iii) Permitted Unsecured Refinancing Debt or (iv) Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred
or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew,
replace or refinance, in whole or in part, any Class of existing Term Loans, or any then-existing Refinancing Indebtedness (solely for
purposes of this definition, “Refinanced Debt”); provided that (a) such Indebtedness shall not have a greater
principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable
fees and expenses associated with the refinancing, (b) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on
a dollar-for-dollar basis, and all accrued, interest, fees and premiums (if any) in connection therewith shall be paid, substantially
concurrently with the incurrence of such Refinancing Indebtedness in accordance with the provisions of Section 2.06(a), (c) such
Indebtedness has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Refinanced
Debt and the maturity date of such Indebtedness shall be no earlier than, (x) in the case of any such Refinancing Indebtedness that is
secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to security,
the latest maturity date applicable to the Refinanced Debt and (y) in the case of any such Refinancing Indebtedness that is secured by
a Lien that is junior to the Initial Term Loans in right of payment or with respect to security or is unsecured, the date that is ninety-one
(91) days following the latest maturity date applicable to the Refinanced Debt, (d) such Indebtedness is not subject to mandatory redemption,
repurchase, prepayment or sinking fund obligation (except customary asset sale or change-of-control provisions that provide for the prior
repayment in full of the Loans and all other Obligations), in each case prior to (x) in the case of any such Refinancing Indebtedness
that is secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to security,
the Latest Term Maturity Date at the time such Indebtedness is incurred and (y) in the case of any such Refinancing Indebtedness that
is secured by a Lien that is junior to the Initial Term Loans in right of payment or with respect to security or is unsecured, the date
that is ninety-one (91) days following the Latest Term Maturity Date at the time such Indebtedness is incurred, (e) such Indebtedness
is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (f) if secured, such Indebtedness is not
secured by any assets that are not Collateral and (g) the terms and conditions of any such modified, refinanced, refunded, renewed or
extended Indebtedness shall be consistent with the requirements for Refinancing Indebtedness required by Section 2.19.


 






    20


     


    

 


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


 


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


 


“ Debt
Issuance” means the issuance by any Person and its Subsidiaries of any Indebtedness for borrowed money.


 


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


 


“Declined Proceeds” has the meaning
specified in Section 2.06(b)(ix).


 


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


 


“Default
Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Margin, if any, applicable to Base Rate
Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest
rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2.0% per annum, in each
case, to the fullest extent permitted by applicable Laws.


 


“Defaulting
Lender” means any Lender that (a) has failed, within one Business Day of the date required to be funded or paid, to
(i) fund any portion of its Loans, (ii) fund any portion of its participations in L/C Obligations or (iii) pay over to the Administrative
Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder, unless in the case of clause (i)
above, such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s
good faith determination that a condition precedent to funding (specifically identified and including the particular default,
if any) has not been satisfied, (b) has notified the Borrower or the Administrative Agent, any L/C Issuer or any other Lender
in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding
obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s
good faith determination that a condition precedent (specifically identified and including the particular default, if any) to
funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit,
(c) has failed, within three Business Days after request by the Administrative Agent, any L/C Issuer or any other Lender or the
Borrower, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply
with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding
L/C Obligations under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon such Administrative Agent, L/C Issuer or Lender’s and the Borrower’s receipt of such certification
in form and substance satisfactory to it and the Administrative Agent or (d) has become (or any parent company thereof has become)
either the subject of a (i) Bankruptcy Event or (ii) a Bail-In Action. 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
2.17(b)) 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, the L/C Issuer and each other Lender promptly following such determination.


 






    21


     


    

 


“Discount Range” has the meaning
specified in Section 2.06(d)(ii).


 


“Discounted Prepayment Option Notice”
has the meaning specified in Section 2.06(d)(ii).


 


“Discounted Voluntary Prepayment”
has the meaning specified in Section 2.06(d)(i).


 


“Discounted Voluntary Prepayment Notice”
has the meaning specified in Section 2.06(d)(v).


 


“Disposed
EBITDA” means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period,
the amount for such period of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary, all
as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.


 


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


 


“Disqualified
Equity Interests” means any Equity Interest which, 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, pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof,
in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable
for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the
date that is 91 days after the Latest Maturity Date.


 


“Disqualified
Institution” means (i) such Persons (or related funds of such Persons) that have been specified in writing to the Administrative
Agent prior to November 7, 2018, (ii) competitors of the Borrower and its Restricted Subsidiaries that have been specified in
writing to the Administrative Agent from time to time, (iii) in the case of clauses (i) and (ii), any Affiliates
of Persons described in clauses (i) or (ii) (other than, in the case of clause (ii), Affiliates that are Bona Fide
Lending Affiliates) that are (A) specified in writing to the Administrative Agent from time to time or (B) readily identifiable
as affiliates by virtue of the similarity of their names; it being understood that any subsequent designation of a Disqualified
Institution shall not apply retroactively to disqualify any Person that has previously acquired an assignment or participation
interest in or for which the “trade date” with respect to an assignment or participation interest has occurred in
respect of the Facilities and (iv) any Excluded Affiliates.


 






    22


     


    

 


“Dissenting Lenders” has the meaning
specified in Section 11.01(f).


 


“Dodd Frank Act” has the meaning
specified in the definition of the term “Change in Law”.


 


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


 


“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated
in any currency other than Dollars, the equivalent amount thereof in Dollars as reasonably determined by the Administrative Agent,
in consultation with the Borrower, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation
Date or other relevant date of determination) for the purchase of Dollars with such other currency.


 


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


 


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


 


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


 


“Effective
Yield” means, as to any Loans of any Class, the effective yield on such Loans in an amount equal to the sum of (a) the
applicable margin, (b) the interest rate (exclusive of applicable margin) after giving effect to any interest rate floors or similar
devices and (c) all upfront or similar fees and OID (amortized over the shorter of (x) the original stated life of such Loans
and (y) the four years following the date of incurrence thereof) payable generally to Lenders making such Loans, but excluding
amendment fees, arrangement fees, structuring fees, commitment fees, underwriting fees or other fees payable to any lead arranger
(or its affiliates) in connection with the commitment or syndication of such Indebtedness, consent fees paid to consenting Lenders,
ticking fees on undrawn commitments and any other fees not paid or payable generally to all Lenders in the primary syndication
of such Indebtedness.


 


“Eligible
Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and (iv) any Person (other than
a natural person) approved by (A) the Administrative Agent, and in the case of any assignment of a Revolving Credit Commitment
or Revolving Lenders, the L/C Issuers and Swingline Lender and (B) unless a Specified Event of Default is continuing, the Borrower
(each such approval not to be unreasonably withheld or delayed); provided that “Eligible Assignee” shall not
include any Disqualified Institution or, other than as set forth in Section 11.07(k) or (l), Holdings or any Affiliate
or Subsidiary of Holdings.


 


“Environmental
Laws” means any and all applicable Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating
to pollution, the protection of the environment, human health and safety (as related to exposure to Hazardous Materials) or the
release of any Hazardous Materials into the environment.


 






    23


     


    




 


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


 


“Equity Contribution”
means cash equity contributions by the Investors equal to at least 40.0% of the sum of (1) the aggregate gross proceeds of the
Initial Term Loans and Initial Revolving Facilities borrowed on the Closing Date (excluding the aggregate gross proceeds of the
Initial Term Loans and Initial Revolving Facilities borrowed to fund additional upfront fees or OID required by the terms of the
 “market flex” provisions of the Arranger Fee Letter), and (2) the amount of such cash contribution and the fair market
value of the equity of management rolled over or invested and the fair market value of the equity acquired by the Sponsor or any
other Investors, in each case on the Closing Date.


 


“Equity Interests”
means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated)
of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other
rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).


 


“Equity Issuance”
means any issuance for cash by any Person and its Subsidiaries to any other Person of (a) its Equity Interests, (b) any of its
Equity Interests pursuant to the exercise of options or warrants, (c) any of its Equity Interests pursuant to the conversion of
any debt securities to equity or (d) any options or warrants relating to its Equity Interests. A Disposition shall not be deemed
to be an Equity Issuance.


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with Holdings within the meaning of Section 414(b)
or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Holdings or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
partial withdrawal by Holdings or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in
 “reorganization” (within the meaning of Section 4241 of ERISA) or is in “endangered” or “critical”
status (within the meaning of Section 432 of the Code or Section 304 of ERISA); (d) the filing of a notice of intent to terminate,
the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by
the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the termination of, or the appointment of a trustee to administer,
any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums
not yet due or premiums due but not yet delinquent under Section 4007 of ERISA, upon Holdings or any ERISA Affiliate or (g) the
occurrence of any Foreign Plan Event.


 


“Escrow”
means an escrow, trust, collateral or similar account or arrangement with a third party that is not Holdings or its Restricted
Subsidiaries.


 


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


 






    24


     


    

 


“Eurocurrency Rate” means:


 


(a)      with
respect to any Credit Extension:


 


(i)         denominated
in Dollars, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor
rate which rate 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 approximately
11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;


 


(ii)        denominated
in Canadian dollars, the rate per annum equal to the Canadian Dealer Offered Rate (“CDOR”), or a comparable or successor
rate which rate 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 10:00
a.m. (Toronto, Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period;


 



(iii)       with
respect to a Credit Extension denominated in any other Alternate Currency, the rate per annum as designated with respect to such
Alternate Currency at the time such Alternate Currency is approved by the Administrative Agent and the Lenders pursuant to Section
1.12(a); and



 


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


 


provided
that (i) to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any
rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided,
further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved
rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower
and (ii) if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“Eurocurrency Rate Loan” means a Loan
that bears interest at a rate based on the Eurocurrency Rate.


 


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


 


“Excess Cash Flow” means for any
fiscal year of Holdings, the excess, if any, of:


 


(a)      the
sum, without duplication, of


 


(i)         Consolidated
Net Income for such fiscal year,


 


(ii)        the
amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income
but excluding any non-cash charge to the extent that it represents an accrual or reserve for potential cash charge in any future
fiscal year or amortization of a prepaid cash gain that was paid in a prior fiscal year, in each case, for such fiscal year,



 



(iii)       decreases
in Working Capital for such fiscal year, and


 


(iv)       the
aggregate net amount of non-cash loss on the disposition of property by the Borrower and its Restricted Subsidiaries during such
fiscal year other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated
Net Income;


 


minus


 






    25


     


    

 


(b)      the
sum, without duplication, of


 


(i)         the
amount of all non-cash credits included in arriving at such Consolidated Net Income and cash Charges to the extent excluded from
Consolidated Net Income pursuant to clauses (i) through (xx) of the definition thereof and not otherwise subtracted
therefrom,


 



(ii)        Capital
Expenditures, Permitted Acquisitions (including any earnout, installment and deferred purchase price payments or other payment
in respect thereof) and other Investments (other than Investments pursuant to Section 7.02(a) , (d), (f)
(with respect to Restricted Payments permitted under Section 7.06), (l), (r), (w) , (cc) and (dd)),
in each case, to the extent made in cash and not financed with (x) the proceeds of long-term Indebtedness (other than any revolving
Indebtedness (including under any Revolving Credit Commitment)) or (y) the proceeds of asset Dispositions and Casualty Events
referred to in clause (b)(vi) below for such fiscal year or any prior fiscal year,


 



(iii)       without
duplication of amounts deducted in calculating the prepayment under Section 2.06(b)(iii), the aggregate amount of all principal
payments and purchases of Indebtedness of the Borrower and its Restricted Subsidiaries made during such fiscal year (including
(A) scheduled principal payments with respect to Indebtedness pursuant to Section 2.08(b) (or any equivalent provision
in any Refinancing Amendment with respect to the Term Loans), (B) the principal component of payments in respect of Capitalized
Leases, (C) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.06(b)(i) of this Agreement, but
excluding (1) all other prepayments of the Term Loans, (2) all repayments of any revolving credit facility arrangements (except
to the extent there is an equivalent permanent reduction in commitments thereunder that is not being made in connection with a
refinancing or replacement thereof and other than in respect of the Revolving Credit Loans and the Revolving Credit Commitments
which, for the avoidance of doubt, shall be permitted to be deducted in calculating the prepayment under Section 2.06(b)(iii)
as and to the extent provided therein)), and (3) in each case any such payments and purchases to the extent financed with the
proceeds of long-term Indebtedness (other than revolving Indebtedness),


 



(iv)       increases
in Working Capital for such fiscal year,


 


(v)        the
aggregate net amount of non-cash gain on the disposition of property by the Borrower and its Restricted Subsidiaries during such
fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated
Net Income,


 






    26


     


    

 


(vi)       proceeds
of all Dispositions of assets pursuant to Sections 7.05(k)(ii), 7.05(p), 7.05(r), 7.05(t) and 7.05(u),
and proceeds of all Casualty Events, in each case received in such fiscal year and to the extent included in arriving at such
Consolidated Net Income,


 



(vii)      proceeds
received by the Restricted Companies from insurance claims (including, without limitation, with respect to casualty events, business
interruption or product recalls) which reimburse prior business expenses, to the extent included in arriving at such Consolidated
Net Income,


 



(viii)     cash
payments made in satisfaction of non-current liabilities (other than (A) payments in respect of Indebtedness under this Agreement
or (B) regularly scheduled principal payments of any other Indebtedness),


  


(ix)       cash
fees and expenses incurred in connection with any Investment permitted under Section 7.02, Equity Issuance or Debt Issuance
(whether or not consummated),


 


(x)        cash
indemnity payments received pursuant to indemnification provisions in any agreement in connection with any Permitted Acquisition
or any other Investment permitted hereunder,


 


(xi)       costs
incurred related to implementations that are deferred in accordance with GAAP,


 



(xii)      any
required up-front Cash payments in respect of Swap Contracts to the extent not financed with the proceeds of long-term Indebtedness
(other than revolving Indebtedness) and not deducted in arriving at such Consolidated Net Income,


 



(xiii)     the
amount of Restricted Payments paid in cash during such fiscal year pursuant to Section 7.06 (other than Section 7.06(b),
(c), (g), (i), (m) and (o)) except to the extent that such Restricted Payments were financed
with the proceeds of an incurrence or issuance of long-term Indebtedness of the Borrower or its Restricted Subsidiaries (other
than revolving Indebtedness);


 



(xiv)     the
aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and its Restricted Subsidiaries
during such fiscal year that are required to be made in connection with any prepayment of Indebtedness except to the extent that
such amounts were financed with the proceeds of a Cure Amount or an incurrence or issuance of long-term Indebtedness of the Borrower
or its Restricted Subsidiaries (other than revolving Indebtedness);


 



(xv)      the
aggregate amount of expenditures actually made by the Borrower and its Restricted Subsidiaries in cash during such fiscal year
(including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such fiscal
year and were not financed with the proceeds of a Cure Amount or an incurrence or issuance of long-term Indebtedness of the Borrower
or its Restricted Subsidiaries (other than revolving Indebtedness);


 



(xvi)     the
amount of cash taxes and Tax distributions (including penalties and interest) paid or Tax reserves set aside or payable (without
duplication) in such fiscal year to the extent they exceed the amount of Tax expense or Tax income deducted or included, as applicable,
in determining Consolidated Net Income for such fiscal year;






 






    27


     


    

 


(xvii)    without
duplication of amounts deducted from Excess Cash Flow in respect of a prior period, at the option of Holdings, the aggregate consideration
(including earn-outs) required to be paid in cash by the Borrower or the Restricted Subsidiaries pursuant to binding contracts,
irrevocable notices, commitments, letters of intent or purchase orders (the “Contract Consideration”) entered
into or delivered, as applicable, prior to or during such fiscal year relating to Capital Expenditures, any Investments pursuant
to Section 7.02 (other than Investments pursuant to 7.02(a), (d), (f) (with respect to Restricted
Payments permitted under Section 7.06), (l), (w), (cc) and (dd)) and Restricted Payments pursuant
to Section 7.06 (other than Section 7.06(b), (c), (g), (i), (m) and (o)), in
each case to be consummated or made during the period of four consecutive fiscal quarters of Holdings following the end of such
fiscal year (except in each case to the extent financed with a Cure Amount or the proceeds of an incurrence or issuance of long-term
Indebtedness (other than revolving Indebtedness)); provided that to the extent the aggregate amount actually utilized in
cash to finance such Capital Expenditures, Investments or Restricted Payments during such subsequent period of four consecutive
fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess
Cash Flow at the end of such subsequent period of four consecutive fiscal quarters; and



 


(xviii)   the
amount of cash interest paid or reserves set aside or payable (without duplication) in such fiscal year to the extent they exceed
the amount of interest expense or interest income deducted or included, as applicable, in determining Consolidated Net Income
for such fiscal year.



 


“Excess Cash
Flow Percentage” means, as of any date of determination, (a) if the First Lien Net Leverage Ratio is greater than 3.50:1.00,
90%, (b) if the First Lien Net Leverage Ratio is less than or equal to 3.50:1.00 and greater than 3.00:1.00, 75%, (c) if the First
Lien Net Leverage Ratio is less than or equal to 3.00:1.00 and greater than 2.50:1.00, 50%, (d) if the First Lien Net Leverage
Ratio is less than or equal to 2.50:1.00 and greater than 2.00:1.00, 25% and (e) if the First Lien Net Leverage Ratio is less
than or equal to 2.00:1.00, 0%; it being understood and agreed that, for purposes of this definition as it applies to the determination
of the amount of Excess Cash Flow that is required to be applied to prepay the Term Loans under Section 2.06(b)(iii) for
any fiscal year, the First Lien Net Leverage Ratio shall be determined on a Pro Forma Basis on the scheduled date of prepayment
(after giving effect to any cash pay-down or reductions made after year-end and prior to the Excess Cash Flow payment date).


 


“Excess Cash
Flow Period” means each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2019).


 


“Excess Cash
Flow Retained Amount” means, at any date of determination, an amount, not less than zero that is equal to the aggregate
cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.06(b)(iii)
for all Excess Cash Flow Periods ending after the Closing Date, and prior to such date of determination.


 


“Excess Cash Flow Threshold” means
$1,000,000.


 


“Excluded
Affiliates” means any Affiliates or employees of a Lender that are engaged as principals primarily in private equity,
mezzanine financing or venture capital (other than a limited number of senior employees who are required, in accordance with industry
regulations or any Lender's internal policies and procedures to act in a supervisory capacity and any Lender's internal legal,
compliance, risk management, credit or investment committee members).


 






    28


     


    

 


“Excluded
Assets” means with respect to any Loan Party, (i) any (x) fee-owned real property other than Material Real Property
and (y) all leasehold interests (it being understood and agreed that no action shall be required with respect to creation or perfection
of security interests with respect to such leases, including to obtain landlord waivers, estoppels or collateral access letters);
(ii) commercial tort claims in which the amount claimed is less than $3,000,000 individually and letter of credit rights with
a value of less than $3,000,000 (to the extent not constituting a supporting obligation), in each case, except to the extent perfection
can be achieved by filing a UCC-1 financing statement, (iii) motor vehicles and other assets subject to certificates of title,
except to the extent perfection can be achieved by filing a UCC-1 financing statement; (iv) pledges and security interests prohibited
by applicable Law, rule or regulation or agreement with any governmental authority after giving effect to the applicable anti-assignment
provisions of the Uniform Commercial Code or other similar applicable law; (v) Equity Interests issued by, or assets of, any Person
other than wholly-owned Subsidiaries; (vi) any lease, license or other agreement or any property subject to a purchase money security
interest, Capitalized Lease or similar arrangement permitted hereunder to the extent that a grant of a security interest therein
would violate or invalidate such lease, license or agreement, purchase money arrangement or Capitalized Lease or create a right
of termination in favor of any other party thereto (other than Holdings or any of its Subsidiaries) after giving effect to the
applicable anti-assignment provisions of the Uniform Commercial Code or other similar applicable Law, other than proceeds and
receivables thereof; (vii) any governmental licenses (but not the proceeds thereof) or state or local franchises, charters and
authorizations and any other property or asset the grant or perfection of a security interest in which would require governmental
consent, except to the extent such consent has been obtained, to the extent security interests in such licenses, franchises, charters
or authorizations, properties or assets are prohibited or restricted thereby including any legally effective prohibition on restriction
after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other similar applicable law
other than proceeds thereof; (viii) “intent-to-use” trademark applications prior to the filing of a “Statement
of Use” or “Amendment to Alleged Use” with respect thereto and to the extent, and solely during the period,
if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark
application under applicable federal Law; (ix) Equity Interests issued by, or assets of, Unrestricted Subsidiaries, Immaterial
Subsidiaries, captive insurance subsidiaries, not-for-profit subsidiaries, broker-dealer subsidiaries or special purpose entities,
(x) margin stock (within the meaning of Regulation U), (xi) [reserved], (xii) assets the grant or perfection of a security interest
in which would result in material adverse Tax consequences to the Borrower or Holdings (or such other direct or indirect parent
entity of the Borrower) or any of their respective subsidiaries as reasonably determined by the Borrower in consultation with
the Administrative Agent, (xiii) Equity Interests of any CFC or FSHCO in excess of 65% of the issued and outstanding voting stock,
(xiv) any segregated funds held in escrow for a the benefit of an unaffiliated third party (including such funds in Escrow) and
(xv) other assets as to which the Administrative Agent and the Borrower shall reasonably and mutually determine that the costs,
burden, difficulty or consequence of obtaining or perfecting a security interest therein outweigh the benefit to the Lenders of
the security afforded thereby.


 


“Excluded
Subsidiary” means (a) any Subsidiary that is prohibited or restricted by (i) applicable Law, rule or regulation or (ii)
by any contractual obligation that, in the case of this clause (ii), is existing on the Closing Date or at the time of acquisition
thereof after the Closing Date (to the extent not entered into in contemplation of such acquisition) for so long as such restriction
is continuing, in each case, from guaranteeing the Facilities or which would require governmental (including regulatory) consent,
approval, license or authorization to provide a Guarantee unless such consent approval, license or authorization has been received,
(b) any Subsidiary for which the provision of a Guarantee would result in material adverse Tax consequences to the Borrower or
Holdings (or such other direct or indirect parent entity of the Borrower) or any of their respective subsidiaries (as reasonably
determined by the Borrower in consultation with the Administrative Agent), (c) any non-wholly owned Subsidiary or any JV Entity,
(d) any Unrestricted Subsidiary, (e) any Immaterial Subsidiary, (f) any direct or indirect U.S. Subsidiary of a Non-U.S. Subsidiary
of the Borrower that is a CFC, (g) any CFC or any FSHCO, (h) not-for-profit Subsidiaries, captive insurance Subsidiaries and special
purpose entities, if any, used for permitted securitization facilities or other facilities requiring non-consolidation, (i) solely
in the case of any Secured Hedging Obligation that constitutes a “swap” within the meaning of section 1(a)(47) of
the Commodity Exchange Act, any subsidiary of Holdings that is not an “Eligible Contract Participant” as defined under
the Commodity Exchange Act, (j) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or similar investment financed
with Indebtedness permitted to be assumed pursuant to Section 7.03 (and not incurred in contemplation of such acquisition)
and any Restricted Subsidiary thereof that guarantees such Indebtedness, in each case to the extent, and so long as, such Indebtedness
prohibits any such Restricted Subsidiary from becoming a Guarantor, (k) any Subsidiary that is or is required to be registered
as an “investment company” under the Investment Company Act of 1940 and (l) any other Subsidiary in circumstances
where the Borrower and the Administrative Agent reasonably agree that the cost or burden of providing a Guaranty outweighs the
benefit afforded thereby.


 






    29


     


    

 


“Excluded
Swap Obligation” means with respect to any Guarantor (a) any Swap Obligation if, and to the extent that, all or a portion
of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, 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 (or grant of such security interest by, as applicable) such Guarantor
becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded
Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Party and swap counterparty applicable
to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall
apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest
is or becomes illegal.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case,


 


(i) imposed as a result of such Recipient
being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in,
the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the
case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect
to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such
interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.09) or (ii) such
Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such
Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender
immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section
3.01(e) and (d) any withholding Taxes imposed pursuant to FATCA.


 


“Excluded Unrestricted Subsidiary”
has the meaning specified in Section 6.15.


 


“Existing ABL Facility” has the
meaning assigned to such term in the recitals hereto.


 


“Existing Facilities” has the
meaning assigned to such term in the recitals hereto.


 






    30


     


    

 



 


“Existing Term Facility” has
the meaning assigned to such term in the recitals hereto.


 


“Extended Revolving Credit Commitment”
has the meaning specified in Section 2.18(a)(ii).


 


“Extended Revolving Credit Loans”
has the meaning specified in Section 2.18(a)(ii).


 


“Extended Term Loans” has the
meaning specified in Section 2.18(a)(iii).


 


“Extension” has the meaning specified
in Section 2.18(a).


 


“Extension
Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative
Agent and the Borrower executed by each of (a) the Borrower, (b) the Administrative Agent (to the extent required by Section 2.18),
(c) each Lender that agrees to an Extension and (d) to the extent relating to the Revolving Credit Commitments and the L/C Issuer,
in accordance with Section 2.18, and delivered to the Administrative Agent.


 


“Extension Offer” has the meaning
specified in Section 2.18(a).


 


“Facility” means each Term Facility
or each Revolving Credit Facility, as the context may require.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof
and any agreement 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 or any of the foregoing.


 


“FCPA” has the meaning specified
in Section 5.08(b).


 


“ Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be
the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) quoted to the Administrative Agent on such
day on such transactions by three (3) federal funds brokers of recognized standing as determined by the Administrative Agent.


 


“Fee Letters”
means (i) that certain Agency Fee Letter, dated as of November 7, 2018, by and between Purchaser and Nomura and (ii) that certain
Agency Fee Letter, dated as of November 7, 2018, by and between Purchaser and Nomura (the “Arranger Fee Letter”).


 


“Financial Covenant” means the
covenant set forth in Section 7.11.


 


“First Lien
Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated First Lien Secured Debt on
such date to (b) Consolidated EBITDA as of the last day of the most recently ended Test Period, in each case, of the Borrower
and its Restricted Subsidiaries on a consolidated basis.


 






    31


     


    

 


“Fixed Amounts” has the meaning
specified in Section 1.08(c).


 


“ Fixed Incremental
Amount” means (i) the greater of $26,500,000 and 50% of Consolidated EBITDA of Holdings for the most recently ended
Test Period minus (ii) the aggregate principal amount of all Incremental Facilities and/or Incremental Equivalent Debt
incurred or issued in reliance on amounts under this definition and the aggregate amount of Ratio Debt incurred or issued under
clause (a)(i) of the definition thereof.


 


“Flood Insurance
Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor
statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto,
(iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (iv)
the Flood Insurance Reform Act of 2004, and any regulations promulgated thereunder, as now or hereafter in effect or any successor
statute or regulations thereto.


 


“Foreign Asset Sale” has the meaning
specified in Section 2.06(b)(viii).


 


“Foreign
Lender” means (a) if the Borrower is a U.S. Person, a Recipient that is not a U.S. Person, and (b) if the Borrower is
not a U.S. Person, a Recipient that is resident or organized under the laws of a jurisdiction other than that in which the Borrower
is resident for Tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.


 


“Foreign
Plan” means any material written employee benefit plan, program, policy, arrangement or agreement maintained or contributed
to by any Loan Party or any of their respective Subsidiaries with respect to employees employed outside the United States.


 


“Foreign
Plan Event” means, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount
permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority,
(b) the failure in any material respect to make the required contributions or payments, under any applicable law, on or before
the due date for such contributions or payments, (c) the receipt of a notice from a Governmental Authority relating to the intention
to terminate any such Foreign Plan, or alleging the insolvency of any such Foreign Plan, (d) the incurrence of liability by any
Loan Party or any their respective Subsidiaries under applicable law on account of the complete or partial termination of such
Foreign Plan or the complete or partial withdrawal of any participating employer therein, or (e) the occurrence of any material
transaction that is prohibited under any applicable law and that would reasonably be expected to result in the incurrence of any
material liability by any Loan Party or any of their respective Subsidiaries, or the imposition on any Loan Party or any of their
respective Subsidiaries of any material fine, excise tax or penalty resulting from any noncompliance with any applicable law.


 


“Foreign Recovery Event” has the
meaning specified in Section 2.06(b)(viii).


 


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


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender, with respect to any L/C Issuer, such Defaulting Lender’s
Pro Rata Share of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.


 






    32


     


    

 


“FSHCO”
means any direct or indirect U.S. Subsidiary of the Borrower that has no material assets other than the equity (including instruments
treated as equity for U.S. federal income tax purposes) and/or debt of one or more Non-U.S. Subsidiaries that are CFCs and/or
FSHCOs of the Borrower.


 


“Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in
the United States, that are applicable to the circumstances as of the date of determination, consistently applied.


 


“Governmental
Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative,
judicial, Taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational
bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting
or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for
International Settlements or the Basel Committee or any successor or similar authority to any of the foregoing).


 


“Granting Lender” has the meaning
specified in Section 11.07(i).


 


“Growth
Amount” has the meaning specified in clause (a)(ii) of the definition of “Available Amount.”


 


“Guarantee”
means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation,
(ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness
or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain
working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into
for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the
payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien
on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness
or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness
to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection
or deposit, in either case 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 or other transactions permitted under
this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an
amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined
by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.


 






    33


     


    

 





“Guaranteed
Obligations” means (a) in respect of the Guarantee by the Borrower set forth in Article 10 of this Agreement,
(i) all Secured Hedging Obligations of each other Loan Party and (ii) all Cash Management Obligations of each other Loan Party
and (b) in respect of the Guarantee by Holdings and any other Loan Party (other than the Borrower) set forth in Article 10
of this agreement or in any other guaranty or guaranty supplement delivered pursuant to Section 6.13, (i) all Obligations
of each other Loan Party, (ii) all Secured Hedging Obligations of each other Loan Party and (iii) all Cash Management Obligations
of each other Loan Party, in each case of the obligations described in clauses (i), (ii) and (iii) above, now or hereafter existing
(including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing
obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, fees, indemnities, contract
causes of action, costs, expenses or otherwise. Notwithstanding the foregoing, the Guaranteed Obligations of any Guarantor shall
not include any Excluded Swap Obligations of such Guarantor.


 


“Guarantors”
means, collectively, (i) Holdings, (ii) the Borrower and (ii) each Subsidiary Guarantor (with each Subsidiary Guarantor as of
the Closing Date listed on Schedule 1.01A). The Borrower shall be considered a Guarantor hereunder solely with respect
to its Guaranteed Obligations under Article 10.


 


“Guaranty”
means, collectively, the Guarantee by the Guarantors set forth in Article 10 of this Agreement together with any other
guaranty or guaranty supplement delivered pursuant to Section 6.13 (which Guarantee provided by the Borrower shall refer
solely to its Guarantee with respect to its Guaranteed Obligations under Article 10).


 


“Guaranty Supplement” has the
meaning specified in Section 10.09.


 


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


 


“Hedge Agreement”
means any Swap Contract permitted under Article 6 or 7 that is entered into by and between Holdings or any of the
Restricted Subsidiaries and any Hedge Bank.


 


“Hedge Bank”
means any Person that is, at the time that it enters into a Hedge Agreement, the Administrative Agent, the Arranger, a Lender,
L/C Issuer or an Affiliate of the Administrative Agent, the Arranger, a Lender, L/C Issuer or any other Person designated in writing
to the Administrative Agent from time to time; provided that such Person, if not already bound by the provisions thereof, acknowledges
and agrees to be bound by the provisions of Article 9, Section 11.06, Section 11.09, Section 11.17, Section 11.21,
Section 11.22 and other provisions applicable to Lenders generally.


 


“Holdings” has the meaning specified
in the introductory paragraph to this Agreement.


 


“Honor Date” has the meaning specified
in Section 2.04(c)(i).


 


“ Immaterial
Subsidiary” means any Restricted Subsidiary of Holdings contributing less than 2.50% of the consolidated revenues of
Holdings and its Restricted Subsidiaries, in each case, for the most recently ended Test Period for which financial statements
have been delivered pursuant to Section 6.01(a) or (b), as applicable; provided that the aggregate Consolidated
Total Assets (as so determined) and aggregate revenues (as so determined) of all Immaterial Subsidiaries shall not exceed 5.0%
of the consolidated revenues of Holdings and its Restricted Subsidiaries for the relevant Test Period, as the case may be.


 






    34


     


    

 


“Incremental Cap” means


 


(a)      the
Fixed Incremental Amount, plus


 


(b)      [reserved],
plus


 


(c)      [reserved],
plus


 


(d)      (i)
the amount of any optional prepayment of any Loan in accordance with Section 2.06(a) and/or the amount of any permanent
reduction of any Revolving Credit Commitment, (ii) the amount paid in Cash in respect of any reduction in the outstanding amount
of any Term Loan resulting from any assignment of such Term Loan to (and/or purchase of such Term Loan by) Holdings and/or any
of its Restricted Subsidiaries (including in connection with debt buybacks made by the Borrower in an amount equal to the discounted
amount actually paid in respect thereof pursuant to Section 2.06(d), Section 10.07 and/or otherwise, and/or the
application of yank-a-bank provisions that result in a reduction of such Loans) and (iii) the amount of any optional prepayment
of any Indebtedness (together with a permanent reduction of the applicable commitment in the case of revolving Indebtedness) that
is pari passu with the Initial Term Loans in right of payment and with respect to security, so long as, in the case of
any such optional prepayment, the relevant prepayment or assignment and/or purchase was not funded with the proceeds of any long-term
Indebtedness (other than revolving Indebtedness), in each case to the extent any Incremental Facilities or Incremental Equivalent
Debt have not been incurred in reliance of such amounts, plus


 


 


(e)      an
unlimited amount so long as, in the case of this clause (e), after giving effect to the relevant Incremental Facility or
Incremental Equivalent Debt, (i) if such Incremental Facility or Incremental Equivalent Debt is secured by a Lien on the Collateral
that is pari passu with the Lien securing the Obligations that are secured on a first lien basis, the First Lien Net Leverage
Ratio does not exceed 3.25:1.00, (ii) if such Incremental Facility or Incremental Equivalent Debt is secured by a Lien on the
Collateral that is junior to the Lien securing the Secured Obligations that are secured on a first lien basis, the Senior Secured
Net Leverage Ratio does not exceed 3.75:1.00 or (iii) if such Incremental Facility or Incremental Equivalent Debt is unsecured,
the Total Net Leverage Ratio does not exceed 4.50:1.00, in each case described in this clause (e), calculated on a Pro
Forma Basis, including the application of the proceeds thereof (without “netting” the cash proceeds of the applicable
Incremental Facility or Incremental Equivalent Debt), and in the case of any Incremental Revolving Credit Commitments, assuming
a full drawing of such Incremental Revolving Credit Commitments.


 


provided that:


 


(x)      Incremental
Facilities and Incremental Equivalent Debt may be incurred under one or more of clauses (a) through (e) of this
definition as selected by the Borrower in its sole discretion,


 



 


(y)      if
Incremental Facilities or Incremental Equivalent Debt are intended to be incurred under clause (e) of this definition
and any other clause of this definition in a single transaction or series of substantially concurrent related transactions, (A)
incurrence of the portion of such Incremental Facilities or Incremental Equivalent Debt to be incurred under clause (e) of
this definition shall first be calculated without giving effect to any Incremental Facilities or Incremental Equivalent Debt to
be incurred under all other clauses of this definition, but giving full pro forma effect the use of proceeds of all such Incremental
Facilities or Incremental Equivalent Debt and related transactions, and (B) thereafter, incurrence of the portion of such Incremental
Facilities or Incremental Equivalent Debt to be incurred under such other applicable clauses of this definition shall be calculated,
and


 






    35


     


    

 


(z)      any
portion of Incremental Facilities or Incremental Equivalent Debt incurred under clauses (a) through (d) of this definition may
be reclassified, as the Borrower elects from time to time, as incurred under clause (e) of this definition if such portion of
Incremental Facilities or Incremental Equivalent Debt could at such time be incurred under clause (e) of this definition on a
pro forma basis; provided, that upon delivery of any financial statements pursuant to Section 6.01 following the initial incurrence
of such Incremental Facilities or Incremental Equivalent Debt under clauses (a) through (d) of this definition, if such Incremental
Facilities or Incremental Equivalent Debt could, based on any such financial statements, have been incurred under clause (e) of
this definition, then such Incremental Facilities or Incremental Equivalent Debt shall automatically be reclassified as incurred
under the applicable provision of clause (e) above. Once such Incremental Facilities or Incremental Equivalent Debt is reclassified
in accordance with the preceding sentence, it shall not further be reclassified as incurred under the original basket pursuant
to which such item was originally incurred.


 


“Incremental Effective Date” has
the meaning specified in Section 2.16(e).


 


“Incremental
Equivalent Debt” means Indebtedness incurred by any Loan Party (other than Holdings) in the form of senior secured or
unsecured notes or loans or junior secured or unsecured notes or loans and/or commitments in respect of any of the foregoing issued,
incurred or implemented in lieu of loans under an Incremental Facility; provided, that:


 


(a)      the
aggregate outstanding amount thereof shall not exceed the Incremental Cap (as in effect at the time of determination, including
giving effect to any reclassification on or prior to such date of determination),


 


(b)      no
Event of Default exists immediately prior to or after giving effect to such loans or notes; provided that if the proceeds
of such Incremental Equivalent Debt are intended to be applied to finance a Limited Condition Transaction, (i) at the option of
the Borrower, the date of determination for compliance with this clause (b) shall be an LCT Test Date and (ii) no Specified
Event of Default shall exist on such date,


 


(c)      the
Weighted Average Life to Maturity applicable to such notes or loans (other than customary bridge loans; 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 (c)) is no shorter than the Weighted Average Life to Maturity of the then-existing Initial
Term Loans (without giving effect to any prepayments thereof),


 


(d)      the
final maturity date with respect to such notes or loans (other than customary bridge loans; 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 (d)) is no earlier than (x) in the case of any such notes or loans that are secured by the Collateral on
a pari passu basis with the Initial Term Loans in right of payment and with respect to security, the stated Maturity Date
applicable to the latest maturing Class of Term Loans on the date of the issuance or incurrence, as applicable, thereof and (y)
in the case of any such notes or loans that are secured by a Lien that is junior to the Initial Term Loans in right of payment
or with respect to security or that are unsecured, the date that is ninety-one (91) days following the stated Maturity Date applicable
to the latest maturing Class of Term Loans on the date of the issuance or incurrence, as applicable, thereof,


 






    36


     


    

 


(e)      subject
to clauses (c) and (d), may otherwise have an amortization schedule as determined by the Borrower and the lenders
providing such Incremental Equivalent Debt,


 


(f)      in
the case of any such Indebtedness in the form of term loans secured by the Collateral on a pari passu basis with the Initial Term
Loans in right of payment and with respect to security, the All-In-Rate applicable thereto will not be more than 0.50% per annum
higher than the All-In-Rate in respect of the Initial Term Loans unless the Applicable Margin (and/or, as provided in the proviso
below, the Base Rate floor or Eurocurrency Rate floor) with respect to the Initial Term Loans is adjusted to be equal to the All-In-Rate
applicable to such Indebtedness, minus 0.50% per annum, provided that, unless otherwise agreed by the Borrower in its sole
discretion, that any increase in All-In-Rate to any Initial Term Loan due to the application or imposition of a Base Rate floor
or Eurocurrency Rate floor on any such Indebtedness shall be effected solely through an increase in (or implementation of, as
applicable) any Base Rate floor or Eurocurrency Rate floor applicable to such Initial Term Loan,


 


(g)      if
such Incremental Equivalent Debt is secured, such Incremental Equivalent Debt shall (x) not be secured by any assets that are
not Collateral (provided that, in the case of any Incremental Equivalent Debt that is funded into Escrow pursuant to customary
escrow arrangements, such Incremental Equivalent Debt may be secured only by the applicable funds and related assets held in Escrow
(and the proceeds thereof) until the time of the release from Escrow of such funds (and may not be secured by any other assets
prior to such release)) and (y) be subject to an Acceptable Intercreditor Agreement (which may be effective (or entered into)
only immediately after such release from Escrow referred to in clause (x)),


 


(h)      if
guaranteed, shall not be guaranteed by any Person that is not a Loan Party,


 


(i)      (x)
any such Incremental Equivalent Debt secured by the Collateral on a pari passu basis with the Initial Term Loans in right
of payment and with respect to security may share on a pro rata basis or a less than pro rata basis (but not a greater than pro
rata basis) in any mandatory or voluntary prepayments with the then outstanding Term Loans and (y) any such Incremental
Equivalent Debt secured by a Lien that is junior to the Initial Term Loans in right of payment or with respect to security or
are unsecured may not share in any mandatory or voluntary prepayments with the then outstanding Term Loans, and


 


(j)      except
as otherwise specified above (including with respect to margin, pricing, maturity and/or fees), the other terms of any such Incremental
Equivalent Debt, shall be on terms and pursuant to documentation to be determined between the Borrower and the lenders providing
such Incremental Equivalent Debt; provided, that to the extent such terms and documentation are more favorable to the lenders
providing such Incremental Equivalent Debt (except to the extent permitted above) than the terms of this Agreement are to the
Lenders, such terms shall be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable
only to the periods after the latest maturity date of all of the existing Facilities) (it being understood that if any financial
maintenance covenant is added for the benefit of any such Incremental Equivalent Debt, such financial maintenance covenant (except
to the extent only applicable after the maturity date of such Incremental Equivalent Debt) may also be added for the benefit of
all of the Facilities; it being understood and agreed that no consent of any Lender shall be required in connection with any amendment
adding such financial maintenance covenant; it being acknowledged and agreed by each Lender that the Administrative Agent, in
its capacity as such, shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to
the fullest extent permitted by Law any claims with respect to such acknowledgment.


 






    37


     


    

 


“Incremental Facility” has the
meaning specified in Section 2.16(a).


 


“Incremental Joinder” has the
meaning specified in Section 2.16(d).


 


“Incremental Revolving
Credit Commitments” has the meaning specified in Section 2.16(c).


 


“Incremental Term
Loan Class” has the meaning specified in Section 2.16(b).


 


“Incremental Term
Loans” has the meaning specified in Section 2.16(b).


 


“Incurrence-Based
Amounts” has the meaning specified in Section 1.08(c).


 


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


 


(a)      (i)
all obligations of such Person for borrowed money and (ii) all obligations of such Person evidenced by bonds, debentures, notes,
loan agreements or other similar instruments or agreements to the extent the same would appear as a liability on a balance sheet
(excluding footnotes thereto) of such Person in accordance with GAAP;


 


(b)      the
maximum available amount of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;


 


(c)      net
obligations of such Person under Swap Contracts (with the amount of such net obligations being deemed to be the aggregate Swap
Termination Value thereof as of such date);


 


(d)      all
obligations of such Person to pay the deferred purchase price of property or services, (other than (i) accrued expenses and trade
accounts payable in the ordinary course of business (including on an inter-company basis), (ii) any earn-out obligation until
such obligation (A) appears in the liabilities section of the balance sheet of such Person (excluding the footnotes thereto) in
accordance with GAAP and (B) has not been paid within 7 days after becoming due and payable, (iii) any earn-out obligation that
appears in the liabilities section of the balance sheet of such Person, to the extent (A) such Person is indemnified for the payment
thereof by a solvent Person reasonably acceptable to the Administrative Agent or (B) amounts to be applied to the payment therefor
are in escrow and (iv) liabilities associated with customer prepayments and deposits in the ordinary course of business);


 


(e)      indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development
bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;


 


(f)       all
Attributable Indebtedness;


 


(g)      all
obligations of such Person in respect of Disqualified Equity Interests;


 


(h)      indebtedness
or similar financing obligations of such Person under any Permitted Recourse Receivables Financing; and


 


(i)       all
Guarantees of such Person in respect of the obligations under any of the foregoing paragraphs of other Persons;


 


provided
that (i) the amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to
the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the property encumbered thereby
as determined by such Person in good faith, (ii) Indebtedness of Holdings and its Restricted Subsidiaries shall exclude intercompany
Indebtedness incurred in the ordinary course of business so long as such intercompany Indebtedness (A) has a term not exceeding
364 days (inclusive of any roll-over or extensions of terms) and (B) of any Loan Party owed to any Restricted Subsidiary that
is not a Loan Party is unsecured and subordinated to the Obligations and evidenced by the Intercompany Note and (iii) the Indebtedness
of any person shall exclude Indebtedness incurred in advance of, and the proceeds of which are to be applied in connection with,
the consummation of a transaction solely to the extent the proceeds thereof are and continue to be held in an Escrow and are not
otherwise made available to such person.


 


For all purposes hereof,
the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or JV Entity (other than a JV Entity that
is itself a corporation, company, or limited liability company) in which such Person is a general partner or a joint venturer,
except to the extent such Person’s liability for such Indebtedness is expressly limited and only to the extent such Indebtedness
would be included in the calculation of Consolidated Total Debt, (B) exclude (i) deferred or prepaid revenue, (ii) purchase price
holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the
seller and (iii) Indebtedness of any parent entity of Holdings appearing on the balance sheet of Holdings and/or the Borrower
solely by reason of push down accounting under GAAP and (C) exclude obligations under or in respect of Qualified Securitization
Financing and/or Permitted Non-Recourse Factoring.


 






    38


     


    

 


“Indemnified Liabilities” has
the meaning specified in Section 11.05.


 


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


 


“Indemnitees” has the meaning
specified in Section 11.05.


 


“Information” has the meaning
specified in Section 11.09.


 


“Initial
Revolver Maturity Date” means December 18, 2023, or, as to any Initial Revolving Credit Lender for which the Initial
Revolver Maturity Date is extended pursuant to Section 2.18, the date to which the Initial Revolver Maturity Date is so
extended or, in each case, if such day is not a Business Day, the next preceding Business Day.


 


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


 


“Initial
Revolving Credit Commitment” means, as to each Initial Revolving Credit Lender, its obligation to (a) make Initial Revolving
Credit Loans to the Borrower pursuant to Section 2.01(b) and (b) purchase participations in L/C Obligations, in an aggregate
principal or face amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name
under the caption “Initial Revolving Credit Commitment” (i) on Schedule 2.01 or (ii) in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, and as such amount may be adjusted from time to time in accordance
with this Agreement. The aggregate Initial Revolving Credit Commitments of all Initial Revolving Credit Lenders is $30,000,000
on the Closing Date.


 


“Initial
Revolving Credit Facility” means, at any time, the aggregate amount of the Initial Revolving Credit Commitments at such
time.


 


“Initial
Revolving Credit Lender” means, at any time, any Lender that has an Initial Revolving Credit Commitment at such time.


 


“Initial
Revolving Credit Loan” means a Loan made by an Initial Revolving Credit Lender pursuant to its Initial Revolving Credit
Commitment. The aggregate principal amount of Initial Revolving Credit Loans borrowed on the Closing Date (excluding Letters of
Credit issued on the date thereof) shall not exceed $2,500,000.


 


“Initial Revolving Termination Date”
has the meaning specified in Section 2.10(b).


 


“Initial Term Borrowing”
means a Borrowing consisting of simultaneous Initial Term Loans made by each of the Initial Term Lenders of such Class pursuant to Section
2.01(a), 2.16, 2.18 or 2.19.


 






    39


     


    

 


“Initial
Term Commitment” as to each Initial Term Lender, its obligation to make an Initial Term Loan to the Borrower pursuant
to Section 2.01(a) in an aggregate principal amount not to exceed the Dollar amount set forth opposite such Initial Term Lender’s
name on Schedule 2.01 under the caption “Initial Term Commitment” or in the Assignment and Assumption pursuant
to which such Initial Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement. The initial aggregate amount of the Initial Term Lenders’ Initial Term Commitments on the Closing Date
is $215,000,000 as such commitment may be reduced or increased from time to time pursuant to (a) assignments by or to such Initial
Term Lender pursuant to an Assignment and Assumption, (b) an Incremental Joinder, (c) a Refinancing Amendment or (d) an Extension
Amendment.


 


“Initial
Term Facility” means, (a) on or prior to the applicable funding date of such Initial Term Loans, the aggregate amount
of the Initial Term Commitments and (b) thereafter, the aggregate principal amount of the Initial Term Loans.


 


“Initial
Term Lender” means any Lender with an Initial Term Loan Commitment or an outstanding Initial Term Loan.


 


“Initial
Term Loan Maturity Date” means June 18, 2025, or, as to any Initial Term Lender for which the Initial Term Loan Maturity
Date is extended pursuant to Section 2.18, the date to which the Initial Term Loan Maturity Date is so extended or, in each case,
if such day is not a Business Day, the next preceding Business Day.


 


“Initial
Term Loans” means a term loan made by an Initial Term Lender pursuant to its Initial Term Commitment.


 


“Intellectual
Property Security Agreement” means, collectively, the Intellectual Property Security Agreement, substantially in the
form attached to the Security Agreement together with each other intellectual property security agreement executed and delivered
pursuant to Section 6.13 or the Security Agreement.


 


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


 


“Interest
Payment Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan
and the Maturity Date applicable to such Loan; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds
three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest
Payment Dates; (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity
Date applicable to such Loan and (c) to the extent necessary to create a fungible Class of Term Loans, the date of the incurrence
of the relevant Class of Incremental Term Loans.


 


“Interest
Period” means as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed
or converted to or continued as a Eurocurrency Rate Loan and ending on the date that is one month, two months, three months or
six months thereafter, or if agreed by each Lender participating therein, twelve months or such other period (including any shorter
period), as selected by the Borrower in its Loan Notice; provided that:


 


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


 


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


 


(iii)    no
Interest Period shall extend beyond the Maturity Date applicable to such Loan; and


 


(iv)    to
the extent necessary to create a fungible Class of Term Loans, any Interest Period may end on the date of the incurrence of the
relevant Class of Incremental Term Loans.


 


Notwithstanding
the foregoing, the Borrower may select an initial Interest Period for the Term Loans ending on the date that is no more than 3
months after the Closing Date that is, subject to clause (i) of this definition of “Interest Period,” the last
Business Day of the first calendar quarter following the Closing Date.


 






    40


     


    

 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution
to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest
in, another Person, including any partnership or JV Entity interest in such other Person and any arrangement pursuant to which
the investor incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this
Section 1.01 in respect of such Person or (c) the purchase or other acquisition (in one transaction or a series of transactions)
of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line
of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount
actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but in each case,
net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments,
income and similar amounts.


 


“Investors”
means (a) the Sponsor, (b) certain other investors which own Qualified Equity Interests directly or indirectly in Holdings as
of the Closing Date, but not including any portfolio company of the foregoing and (c) the Management Investors.


 





“IP Rights” has the meaning specified
in Section 5.07.


 


“IPO Entity” has the meaning specified
in the definition of the term “Qualifying IPO”.


 


“IRS” means the United States
Internal Revenue Service.


 


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


 


“Judgment Currency” has the meaning
specified in Section 11.26.


 


“Junior Indebtedness”
means any Indebtedness that is contractually junior to the Liens on the Collateral securing the Obligations and/or contractually
subordinated in right of payment to the Obligations.


 


“JV Entity”
means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.


 


“Latest Maturity
Date” means the later of the Latest Term Maturity Date and the Latest Revolving Termination Date.


 


“Latest Term
Maturity Date” means, as at any date, the latest to occur of (a) the Initial Term Loan Maturity Date, (b) the latest
maturity date in respect of any outstanding Extended Term Loans, (c) the latest maturity date in respect of any outstanding Incremental
Term Loans and (d) the latest maturity date in respect of any outstanding Refinancing Term Loans.


 


“ Latest
Revolving Termination Date” means, as at any date, the latest to occur of (a) the Initial Revolver Maturity Date, (b)
the latest termination date in respect of any outstanding Extended Revolving Credit Commitments, (c) the latest termination date
in respect of any Incremental Revolving Credit Commitments and (d) the latest termination date in respect of any outstanding Refinancing
Revolving Credit Commitments.


 


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


 






    41


     


    

 


“L/C Advance”
means, with respect to each Initial Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing
in accordance with its Pro Rata Share. All L/C Advances shall be denominated in Dollars.


 


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


 


“L/C Commitment”
means, as to any L/C Issuer, its commitment to issue Letters of Credit, and to amend, increase or extend Letters of Credit previously
issued by it, pursuant to Section 2.04, in an aggregate Outstanding Amount of the L/C Obligations with respect to Letters of Credit
issued by such L/C Issuer at any time outstanding not to exceed (a) in the case of any L/C Issuer party hereto on the Closing
Date, the amount set forth opposite such L/C Issuer’s name on Schedule 2.04 under the heading “L/C Commitments”;
and (b) in the case of any Revolving Credit Lender that becomes an L/C Issuer hereunder thereafter, the amount which shall be
set forth in the written agreement by which such Revolving Credit Lender shall become an L/C Issuer hereunder, in each case as
such commitment may be changed from time to time pursuant to the terms hereof or with the agreement in writing of such L/C Issuer,
the Borrower and the Administrative Agent. The aggregate L/C Commitments of all the L/C Issuers shall be less than or equal to
the Letter of Credit Sublimit at all times.


 


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


 


“L/C Fee” has the meaning specified
in Section 2.04(i).


 


“L/C Issuer”
means (i) Nomura (acting through one or more sub-agents or designees), (ii) [reserved] and/or (iii) any other Revolving Credit
Lender (or Affiliate thereof) that agrees in writing with the Borrower and the Administrative Agent to act as an L/C Issuer with
respect to any Revolving Credit Facility, in each case of clauses (i) , (ii) and (iii), in its capacity as
issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. Each L/C Issuer may, in its discretion,
arrange for one or more Letters of Credit to be issued by branches, Affiliates, sub-agents or designees of such L/C Issuer, in
which case the term “L/C Issuer” shall include any such branch, Affiliate or designee with respect to Letters of Credit
issued by such branch, Affiliate or designee; provided that any designees designated or identified to the Borrower after
the Closing Date shall be reasonably acceptable to the Borrower. Notwithstanding anything to the contrary herein, Nomura shall
not be required to issue any Letter of Credit other than standby Letters of Credit denominated in U.S. Dollars or Canadian dollars;
provided that the aggregate of Letters of Credit issued in Canadian dollars shall not exceed $500,000.


 


“L/C Obligations”
means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter
of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.16. For all purposes of
this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn
thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.”


 


“LCT Election” has the meaning
specified in Section 1.15(a).


 


“LCT Provisions” means the provisions,
qualifications and exceptions specified in Section 1.15.


 


“LCT Test Date” has the meaning
specified in Section 1.15(a).


 


“Lender”
has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes each L/C Issuer.


 


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


 


“Lender Participation Notice”
has the meaning specified in Section 2.06(d)(iii).


 






    42


     


    

 


“Letter of Credit”
means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.


 


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


 


“ Letter of Credit Expiration
Date” means the day that is five days prior to the Initial Revolver Maturity Date (or, if such day is not a Business
Day, the next preceding Business Day).


 


“Letter of Credit Report”
means a certificate substantially in the form of Exhibit K or any other form approved by the Administrative Agent.


 


“Letter of
Credit Sublimit” means, at any time, an amount equal to the lesser of (a) $3,000,000 and (b) the Initial Revolving Credit
Facility. The Letter of Credit Sublimit is part of, and not in addition to, the Initial Revolving Credit Facility.


 


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


 


“Limited
Condition Acquisition” means any Permitted Acquisition or similar Investment, including by way of merger, amalgamation
or consolidation, by one or more of the Borrower and its Restricted Subsidiaries of any assets, business or Person, the consummation
of which is not conditioned on the availability of, or on obtaining, third party financing.


 


“Limited
Condition Transaction” means (i) a Limited Condition Acquisition, (ii) any redemption, repurchase, prepayment, defeasance,
satisfaction and discharge or repayment of Junior Indebtedness requiring irrevocable notice in advance of such redemption, repurchase,
prepayment, defeasance, satisfaction and discharge or repayment and/or (iii) any Restricted Payment requiring the declaration
thereof in advance thereof.


 


“Loan”
means an extension of credit by a Lender to the Borrower under Article 2 in the form of a Term Loan or a Revolving Credit
Loan.


 


“Loan
Documents” means, collectively, (a) this Agreement, (b) the Collateral Documents, (c) the Notes, (d) each Incremental
Joinder, (e) each Refinancing Amendment and (f) each Extension Amendment.


 


“Loan
Notice” means a written notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other or (c) a continuation
of Eurocurrency Rate Loans, pursuant to Section 2.02, which shall be substantially in the form of Exhibit D-1 or
such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.


 


“Loan
Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising
under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming
such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.
Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the
obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, Attorney Costs, indemnities and
other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount
in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan
Party.


 






    43


     


    

 


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


 


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


 


“LPP” has the meaning specified
in the introductory paragraph to this Agreement.


 


“Management
Investors” means the officers, directors and members of management of the Target, any Subsidiary of the Target and any
direct or indirect parent company of the Target as of the Closing Date.


 


“Market Capitalization”
means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of the IPO Entity on
the date of the declaration of the applicable Restricted Payment multiplied by (ii) the arithmetic mean of the closing prices
per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded
for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.


 


“Material
Adverse Effect” means (a) on the Closing Date, a Closing Date Material Adverse Effect and (b) after the Closing Date,
a circumstance or condition that would materially and adversely affect (i) the business, results of operations or financial condition
of Holdings and its Restricted Subsidiaries, taken as a whole, (ii) the ability of the Loan Parties, taken as a whole, to perform
their payment obligations under the Loan Documents or (iii) the rights and remedies of the Administrative Agent (on behalf of
itself and the Lenders) under the Loan Documents.


 


“Material
Companies” means Holdings, the Borrower and all other Restricted Subsidiaries (other than other Restricted Subsidiaries
that are Immaterial Subsidiaries).


 


“Material
Real Property” means any real property located in the U.S. and owned in fee by any Loan Party with a fair market value
(as determined in good faith by the Borrower) in excess of the greater of (x) $5,300,000 and (y) ten percent (10%) of Consolidated
EBITDA as of the last day of the most recently ended Test Period, in each case as of the Closing Date (with respect to each real
property owned on the Closing Date) or as of the date of acquisition of such real property or Additional Guarantor, as applicable
(with respect to any such real property acquired after the Closing Date).


 


“ Maturity
Date” means (a) with respect to the Initial Term Loans, the Initial Term Loan Maturity Date, (b) with respect to the
Initial Revolving Credit Commitments and the Initial Revolving Credit Loans, the Initial Revolver Maturity Date, (c) with respect
to any Incremental Term Loans, Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans, the final maturity
date as specified in the applicable Incremental Joinder, (d) with respect to any Extended Term Loans or Extended Revolving Credit
Commitments, the final maturity date as specified in the applicable Extension Amendment and (e) with respect to any Refinancing
Term Loans or Refinancing Revolving Credit Commitments, the final maturity date as specified in the applicable Refinancing Amendment.


 






    44


     


    

 



 


“Maximum Rate” has the meaning
specified in Section 11.11.


 


“Minimum Extension Condition”
has the meaning set forth in Section 2.18(b).


 


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


 


“Mortgage” has the meaning specified
in Section 6.13(c).


 


“Mortgage Notification Date” has
the meaning specified in Section 6.13(c).


 


“Mortgaged Properties” has the
meaning specified in Section 6.07.


 


“Multiemployer
Plan” means any employee benefit plan covered by Section 4001(a)(3) of ERISA, to which Holdings or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.


 


“Net Cash Proceeds” means:


 


(a)        with
respect to the Disposition of any asset by any Restricted Company or any Casualty Event, the excess, if any, of (i) the sum of
cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents
received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so
received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event
actually received by or paid to or for the account of such Restricted Company) over (ii) the sum of (A) the principal amount of
any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is repaid in connection with
such Disposition or Casualty Event (other than Indebtedness under the Loan Documents and Indebtedness that is secured by Liens
ranking junior to or pari passu with the Liens securing any Indebtedness under the Loan Documents), (B) the out-of-pocket
expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search
and recording charges, transfer Taxes, deed or mortgage recording Taxes, other customary expenses and brokerage, consultant and
other customary fees) actually incurred by such Restricted Company in connection with such Disposition or Casualty Event, (C)
Taxes paid or reasonably estimated to be payable by such Restricted Company or any of the direct or indirect members thereof (including,
without limitation, any amounts permitted to be distributed under Section 7.06(j)) and attributable to such Disposition
(including, in respect of any proceeds received in connection with a Disposition or Casualty Event of any asset of any Non-U.S.
Subsidiary, deductions in respect of withholding Taxes that are or would be payable in cash if such funds were repatriated to
the United States), (D) payments required to be made to holders of minority interests in Restricted Subsidiaries as a result of
such Disposition, and (E) any reserve for adjustment in respect of (1) the sale price of such asset or assets established in accordance
with GAAP and (2) any liabilities associated with such asset or assets and retained by such Restricted Company after such sale
or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations associated with such transaction and it being understood that “Net
Cash Proceeds” shall include any cash or Cash Equivalents (I) received upon the Disposition of any non-cash consideration
received by such Restricted Company in any such Disposition and (II) upon the reversal (without the satisfaction of any applicable
liabilities in cash in a corresponding amount) of any reserve described in clause (E) of the preceding sentence or, if such liabilities
have not been satisfied in cash and such reserve not reversed within 365 days after such Disposition or Casualty Event, the amount
of such reserve; provided that (x) no proceeds realized in a single transaction or series of related transactions shall
constitute Net Cash Proceeds unless such proceeds shall exceed $3,000,000 and (y) no proceeds shall constitute Net Cash Proceeds
under this clause (a) in any fiscal year until the aggregate amount of all such proceeds in such fiscal year shall exceed $5,000,000
(and thereafter only proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); and


 






    45


     


    

 


(b)        with
respect to the incurrence or issuance of any Indebtedness by any Restricted Company, the excess, if any, of (x) the aggregate
amount of cash received in connection with such incurrence over (y) the Taxes, investment banking fees, underwriting discounts,
commissions, costs and other out-of-pocket fees and expenses and other customary expenses, incurred by such Restricted Company
(or, in the case of Taxes, any member thereof) in connection with such incurrence or issuance and, in the case of Indebtedness
of any Non-U.S. Subsidiary, deductions in respect of withholding Taxes that are or would otherwise be payable in cash if such
funds were repatriated to the United States.


 


“Nomura” means Nomura Corporate
Funding Americas, LLC and its successors.


 


“Non-Core
Proceeds” means the net proceeds of a Disposition pursuant to Section 7.05(p) calculated in accordance with the
definition of Net Cash Proceeds (without giving effect to the proviso set forth therein).


 


“Non-ECP Guarantor” means each
Guarantor other than a Qualified ECP Guarantor.


 


“Non-Extension Notice Date” has
the meaning specified in Section 2.04(b)(iii).


 


“Non-U.S.
Subsidiary” means any direct or indirect Restricted Subsidiary of Holdings that is not a U.S. Subsidiary.


 


“Note” means a Term Note or a
Revolving Credit Note, as the context may require.


 


“Obligations”
means all (x) Loan Obligations, (y) Secured Hedging Obligations and (z) Cash Management Obligations; provided that the “Obligations”
shall exclude any Excluded Swap Obligations.


 


“OFAC” means the Office of Foreign
Assets Control of the U.S. Treasury Department.


 


“Offered Loans” has the meaning
specified in Section 2.06(d)(iii).


 


“Organization
Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the
bylaws; (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating
agreement; and (c) with respect to any partnership, JV Entity, trust or other form of business entity, the partnership, JV Entity
or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto
filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation
or organization and, if applicable, any certificate or articles of formation or organization of such entity (or, in each case,
equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction, in each case, if applicable or relevant).


 


“Other Applicable Indebtedness”
has the meaning specified in Section 2.06(b)(i)(A)(2).


 


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


 






    46


     


    

 


“ Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document or Letter of Credit, except any such Taxes that are Other Connection
Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.09) or sale of a
participation.


 


“Outstanding
Amount” means (a) with respect to the Term Loans and Revolving Credit Loans on any date, the principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Term Loans and Revolving Credit Loans (including any refinancing
of outstanding unpaid drawings under Letters of Credit or L/C Borrowings as a Revolving Credit Borrowing), as the case may be,
occurring on such date; and (b) with respect to any L/C Obligations on any date, the aggregate outstanding amount thereof on such
date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including
as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding
unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum
amount available for drawing under Letters of Credit taking effect on such date.


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds
Rate and (ii) an overnight rate determined by the Administrative Agent or the L/C Issuer, as the case may be, in accordance with
banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternate Currency, the
rate of interest per annum at which overnight deposits in the applicable Alternate Currency, in an amount approximately equal
to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Nomura
in the applicable offshore interbank market for such currency to major banks in such interbank market.


 


“Participant” has the meaning
specified in Section 11.07(f).


 


“Participant Register” has the
meaning specified in Section 11.07(g).


 


“PBGC” means the Pension Benefit
Guaranty Corporation.


 


“Pension
Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other
than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Holdings or any ERISA Affiliate
or to which Holdings or any ERISA Affiliate contributes or has an obligation to contribute or has any liability.


 


“Perfection
Certificate” means a certificate attached as Exhibit B to the Security Agreement that provides information relating
to Uniform Commercial Code filings of each Loan Party.


 


“Perfection
Requirements” means, the making of the appropriate notarizations, registrations, filings, endorsements, stampings and/or
notifications or taking of other steps with respect to the Collateral as contemplated by (x) any legal opinion required to be
delivered hereby or under the terms of a Loan Document, including the making of such filings and taking of such other actions
required to be taken thereby, (y) the applicable Loan Documents or (z) pursuant to applicable Requirements of Law (including the
filing of appropriate financing statements with the office of the Secretary of State of the state of organization of each Loan
Party, the filing of appropriate assignments or notices with the U.S. Patent and Trademark Office and the U.S. Copyright Office,
the proper recording or filing, as applicable, of Mortgages and fixture filings with respect to any Material Real Property and
any other recordings, filings, registrations, notifications or other actions required to be taken in any other jurisdiction),
in each case in favor of the Administrative Agent for the benefit of the Secured Parties and the delivery to the Administrative
Agent (or its sub-agent or designee) of any stock certificates or promissory notes required to be delivered pursuant to the applicable
Loan Documents.


 



    47


     


    

 


“Permitted Acquisition” has the
meaning specified in Section 7.02(j).


 


“Permitted
First Priority Refinancing Debt” means any secured Indebtedness incurred by the Borrower in the form of one or more
series of senior secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a pari
passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets
of Holdings or any Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the requirements of the definition of
 “Credit Agreement Refinancing Indebtedness” and (iii) the holders of such Indebtedness (or their Senior Representative)
and the Administrative Agent shall be party to an Acceptable Intercreditor Agreement.


 


“Permitted
Holders” means (a) the Investors, (b) any person with which one or more Investors form a “group” (within
the meaning of Section 14(d) of the Act) so long as, in the case of this clause (b), the relevant Investors own more than
50% of the relevant voting stock owned by such group.


 


“Permitted
Junior Priority Refinancing Debt” means secured Indebtedness incurred by the Borrower in the form of one or more series
of junior lien secured notes or junior lien secured loans; provided that (i) such Indebtedness shall be secured by the
Collateral on a junior priority basis to the Liens securing the Obligations and not be secured by any property or assets of Holdings
or any Subsidiary other than the Collateral, (ii) such Indebtedness shall satisfy the requirements of the definition of “Credit
Agreement Refinancing Indebtedness” and (iii) the holders of any such Indebtedness (or their Senior Representative) and
Administrative Agent shall be party to an Acceptable Intercreditor Agreement.


 


“Permitted
Non-Recourse Factoring” means one or more non-recourse (except for customary representations, warranties, covenants
and indemnities made in connection with such non-recourse facilities, including Securitization Repurchase Obligations) receivables
purchase facilities made available to the Borrower or any of its Restricted Subsidiaries on then-market terms (as reasonably determined
by the Borrower).


 


“Permitted
Receivables Financing” means a Permitted Non-Recourse Factoring or a Permitted Recourse Receivables Financing.


 


“Permitted
Recourse Receivables Financing” means one or more receivables purchase facilities made available to the Borrower or
any of its Restricted Subsidiaries on then-market terms (as reasonably determined by the Borrower) in an aggregate principal amount
for all such receivables subject to such facilities not exceeding the greater of (x) $8,000,000 and (y) 15% of Consolidated EBITDA
of Holdings for the most recently ended Test Period at any time outstanding minus the amount of any receivables subject
to any then-outstanding Securitization Financing transactions.


 






    48


     


    

 


“Permitted
Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any
Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not
exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed
or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees
and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an
amount equal to any existing commitments unutilized thereunder or as otherwise permitted pursuant to Section 7.03, (b)
other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(f) and/or
Indebtedness of the type described in Section 7.03(f) assumed or incurred in reliance on another clause of Section 7.03,
such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity
date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness
being modified, refinanced, refunded, renewed or extended, (c)(i) to the extent such Indebtedness being so modified, refinanced,
refunded, renewed or extended is secured by a Lien on the Collateral, the Lien securing such Indebtedness as modified, refinanced,
refunded, renewed or extended shall not be senior in priority to the Lien on the Collateral securing the Indebtedness being modified,
refinanced, refunded, renewed or extended unless such Lien is otherwise permitted hereunder and an Acceptable Intercreditor Agreement
is entered into and shall not be secured by any additional Collateral unless such additional Collateral substantially simultaneously
secures the Obligations or is otherwise permitted under this Agreement, (ii) to the extent such Indebtedness being so modified,
refinanced, refunded, renewed or extended is secured by a Lien on the Collateral that ranks junior to the Lien on the Collateral
that secures the Secured Obligations, the Lien securing such Indebtedness as modified, refinanced, refunded, renewed or extended
shall be junior in priority to the Lien on the Collateral securing the Secured Obligations Indebtedness being modified, refinanced,
refunded, renewed or extended unless such Lien is otherwise permitted hereunder and an Acceptable Intercreditor Agreement is entered
into and shall not be secured by any additional Collateral unless such additional Collateral substantially simultaneously secures
the Obligations or is otherwise permitted under this Agreement, and (iii) to the extent such Indebtedness being so modified, refinanced,
refunded, renewed or extended is unsecured, such Indebtedness as modified, refinanced, refunded, renewed or extended shall remain
unsecured unless a Lien is otherwise permitted hereunder and an Acceptable Intercreditor Agreement is entered into and shall not
be secured by any additional Collateral unless such additional Collateral substantially simultaneously secures the Obligations
or is otherwise permitted under this Agreement, (d) to the extent such Indebtedness being so modified, refinanced, refunded, renewed
or extended is guaranteed by a Guarantee, such Indebtedness as modified, refinanced, renewed or extended shall not have any additional
guarantees unless such additional guarantees are substantially simultaneously provided in respect of the Loans and Commitments
under this Agreement and (e) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted
pursuant to Section 7.03(c), (i) to the extent such Indebtedness being so modified, refinanced, refunded, renewed or extended
is subordinated in right of payment to the Loan Obligations, such modification, refinancing, refunding, renewal or extension is
subordinated in right of payment to the Loan Obligations on terms at least as favorable to the Lenders as those contained in the
documentation governing the Indebtedness being so modified, refinanced, refunded, renewed or extended, (ii) the terms and conditions
(including, if applicable, as to collateral but excluding as to subordination, interest rate, redemptions and redemption premium)
of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable
to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed
or extended (other than in the case of terms applying to periods after the then Latest Maturity Date or otherwise added for the
benefit of the Lenders hereunder); provided that a certificate of a Responsible Officer delivered to the Administrative
Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description
of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower
has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that
such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such
five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which
it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension is incurred by a Person who is the obligor
of the Indebtedness being so modified, refinanced, refunded, renewed or extended.


 



    49


     


    

 


“Permitted
Sale Leaseback” means any Sale Leaseback consummated by Holdings or any of its Restricted Subsidiaries after the Closing
Date; provided that any such Sale Leaseback not between (a) a Loan Party and another Loan Party or (b) a Restricted Subsidiary
that is not a Loan Party and another Restricted Subsidiary that is not a Loan Party must be, in each case, consummated for fair
value as determined at the time of consummation in good faith by (i) Holdings or such Restricted Subsidiary and (ii) in the case
of any Sale Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of which exceed the greater of (x) $11,000,000
and (y) 20.0% of Consolidated EBITDA of Holdings for the most recently ended Test Period, the board of managers or directors,
as applicable, of Holdings or such Restricted Subsidiary (which such determination may take into account any retained interest
or other Investment of the Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of,
such Sale Leaseback).


 


“Permitted
Tax Restructuring” means any reorganizations and other activities related to tax planning and tax reorganization entered
into prior to, on or after the Closing Date so long as such Permitted Tax Restructuring does not impair in any material respect
the Guaranty or the security interests in favor of, and is not otherwise materially adverse to, in each case, the Lenders, taken
as a whole, in their capacity as such (as determined by the Borrower in good faith in consultation with the Administrative Agent).


 


“Permitted
Unsecured Refinancing Debt” means unsecured Indebtedness incurred by the Borrower in the form of one or more series
of senior or subordinated unsecured notes or loans; provided that such Indebtedness satisfies the requirements of the definition
of “Credit Agreement Refinancing Indebtedness”.


 


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


 


“Plan”
means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) maintained or sponsored
by Holdings, other than a Pension Plan or a Multiemployer Plan.


 


“Plan Assets”
means “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA


 


“Platform” has the meaning specified
in Section 6.02.


 


“Pledged Debt” has the meaning
specified in the Security Agreement.


 


“Pledged Equity” has the meaning
specified in the Security Agreement.


 


“Post-Acquisition
Period” means, with respect to any Permitted Acquisition or the conversion of any Unrestricted Subsidiary into a Restricted
Subsidiary, the period beginning on the date such Permitted Acquisition or conversion is consummated and ending on the last day
of the fourth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition or conversion
is consummated.


 


“Prepayment
Asset Sale” means any Disposition by a Restricted Company of any property or assets pursuant to Section 7.05(i),
7.05(k)(ii), 7.05(q), 7.05(r), 7.05(s), 7.05(u) or 7.05(z).


 



    50


     


    

 





“Private Side Information” has
the meaning specified in Section 6.02(d).


 


“Pro Forma
Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition
Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or
the Consolidated EBITDA of Holdings, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as
the case may be, and without duplication of actual amounts realized in the applicable period, that is projected by the Borrower
in good faith to result from cost savings initiatives attributable to such transaction and additional costs associated with the
combination of the operations of such Acquired Entity or Business or Converted Restricted Subsidiary with the operations of Holdings
and its Restricted Subsidiaries, to the extent such amounts (i) have been realized or (ii) will be implemented following such
transaction and are reasonably identified, factually supportable and expected in good faith to be realized within the succeeding
twenty-four (24) months and, in each case, including, but not limited to, (w) reduction in personnel expenses, (x) reduction of
costs related to administrative functions, (y) reductions of costs related to leased or owned properties and (z) reductions from
the consolidation of operations and streamlining of corporate overhead) taking into account, for purposes of determining such
compliance, the historical financial statements of the Acquired Entity or Business or Converted Restricted Subsidiary and the
consolidated financial statements of Holdings and its Restricted Subsidiaries, assuming such Permitted Acquisition or conversion,
and all other Permitted Acquisitions or conversions that have been consummated during the period, and any Indebtedness or other
liabilities repaid in connection therewith had been consummated and incurred or repaid at the beginning of such period (and assuming
that such Indebtedness to be incurred bears interest during any portion of the applicable measurement period prior to the relevant
acquisition at the interest rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination);
provided that, so long as such actions are initiated during such Post-Acquisition Period or such costs are incurred during
such Post-Acquisition Period, as applicable, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA
or such Consolidated EBITDA, as the case may be, it may be assumed that such cost savings will be realizable during the entirety
of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period.


 


“Pro Forma
Basis” and “Pro Forma Effect” means, for purposes of calculating compliance with the First Lien Net
Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, Consolidated EBITDA, Consolidated Total Assets
(in each case, including component definitions thereof) or the Financial Covenant, in each case, that (1) to the extent applicable,
the Pro Forma Adjustment shall have been made (but without duplication of clause (b)(viii) of the definition of Consolidated
EBITDA) and (2) in respect of a Specified Transaction, that such Specified Transaction shall be deemed to have occurred as of
the first day of the applicable period of measurement (or, in the case of Consolidated Total Assets, as of the last day of such
period of measurement) and that:


 


(a)        income
statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i)
in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall
be included and (ii) in the case of a Specified Disposition described in the definition of “Specified Transaction”,
shall be excluded,


 


(b)        any
retirement or repayment of Indebtedness (other than normal fluctuation in revolving Indebtedness incurred for working capital
purposes) shall be deemed to have occurred as of the last day of the applicable Test Period with respect to any test or covenant
for which the relevant determination is being made, and


 



    51


     


    

 


(c)        any
Indebtedness incurred or assumed by any Restricted Company in connection with such Specified Transaction shall be deemed to have
occurred as of the last day of the applicable Test Period with respect to any test or covenant for which the relevant determination
is being made, and (x) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest
for the applicable Test Period for purposes of this definition determined by utilizing the rate that is or would be in effect
with respect to such Indebtedness at the relevant date of determination (taking into account any interest hedging arrangements
applicable to such Indebtedness), (y) interest on any obligation with respect to any capital lease shall be deemed to accrue at
an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such obligation
in accordance with GAAP and (z) interest on any Indebtedness that may optionally be determined at an interest rate based upon
a factor of a prime or similar rate, a eurocurrency interbank offered rate or other rate shall be determined to have been based
upon the rate actually chosen, or if none, then based upon such optional rate chosen by the Borrower;


 


provided that
(x) without limiting (but without duplication of) the application of the Pro Forma Adjustment pursuant to clause (1) above,
the foregoing pro forma adjustments may be applied to the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio,
the Total Net Leverage Ratio, Consolidated EBITDA, Consolidated Total Assets (in each case, including component definitions thereof)
or the Financial Covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA
and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by the
Borrower in good faith) (i) directly attributable to such transaction, (ii) expected to have a continuing impact on Holdings and
its Restricted Subsidiaries and (iii) factually supportable (as determined by the Borrower in good faith), (y) when calculating
the First Lien Net Leverage Ratio for purposes of (i) the definition of “Applicable Margin” and (ii) determining actual
compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with Section 7.11, the events that occurred
subsequent to the end of the applicable four quarter period shall not be given pro forma effect and (z) in connection with any
Specified Transaction that is the incurrence of Indebtedness in respect of which compliance with any specified leverage ratio
test is by the terms of this Agreement required to be calculated on a Pro Forma Basis, (1) the proceeds of such Indebtedness shall
not be netted from Indebtedness in the calculation of the applicable leverage ratio test and (2) if such Indebtedness is a revolving
facility, (other than in respect of actual compliance with the Financial Covenant) the incurrence or repayment of any indebtedness
in respect of such revolving facility (including the Initial Revolving Credit Facility) included in such financial covenant ratio
or incurrence test calculation immediately prior to or simultaneously with the incurrence of such indebtedness for which the pro
forma calculation of such ratio or test is being made and/or any drawing under any revolving facilities used to finance working
capital needs of Holdings and its Restricted Subsidiaries (as reasonably determined by the Borrower), shall be disregarded.


 


“Pro Forma Financial Statements”
has the meaning specified in Section 5.05(b).


 


“Pro Rata
Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth
decimal place), the numerator of which is the amount of the Commitments of such Lender (and, if applicable, in the case of Term
Loans, the principal amount thereof) under the applicable Facility or Facilities at such time and the denominator of which is
the amount of the Aggregate Commitments (and, if applicable, in the case of Term Loans, the principal amount thereof) under the
applicable Facility or Facilities at such time; provided that in the case of Section 2.17 when a Defaulting Lender
shall exist under the Initial Revolving Credit Facility, “Pro Rata Share” shall mean the percentage of the
total Initial Revolving Credit Commitments (disregarding any Defaulting Lender’s Initial Revolving Credit Commitment) represented
by such Lender’s Initial Revolving Credit Commitment.


 


“Projections” has the meaning
specified in Section 5.13.


 






    52


     


    

 





“Proposed Discounted Prepayment Amount”
has the meaning specified in Section 2.06(d)(ii).


 


“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
Costs” means, as to any Person, costs associated with, or in anticipation of, or preparation for, compliance with the
requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and costs relating
to compliance with the provisions of the Securities Act and the Exchange Act or any other comparable body of laws, rules or regulations,
as companies with listed equity, directors’ compensation, fees and expense reimbursement, costs relating to investor relations,
shareholder meetings and reports to shareholders, directors’ and officers’ insurance and other executive costs, legal
and other professional fees, and listing fees, in each case to the extent arising by virtue of the listing of such Person’s
equity or issuance of public debt securities.


 


“Public Lender” has the meaning
specified in Section 6.02.


 


“Public Offer” has the meaning
specified in Section 1.15(a).


 


“Public Side Information” has
the meaning specified in Section 6.02(d).


 


“Public-Side” has the meaning
specified in Section 6.02(d).


 


“Purchaser” has the meaning specified
in the introductory paragraph to this Agreement.


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligations, each Loan Party that has assets exceeding $10,000,000 at the
time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation
or such other person constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations
promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time
by entering into a keepwell under §1a(180(A)(v)(II) of the Commodity Exchange Act.


 


“Qualified Equity Interests” means
Equity Interests other than Disqualified Equity Interests.


 


“Qualified
Securitization Financing” means any Securitization Financing that meets the following conditions: (i) the Borrower shall
have determined in good faith that such Securitization Financing is in the aggregate economically fair and reasonable to the Borrower
and its Restricted Subsidiaries, (ii) all sales of Securitization Assets and related assets by the Borrower or any Restricted
Subsidiary to the Securitization Subsidiary or any other Person are made for fair consideration (as determined in good faith by
the Borrower) and (iii) the financing terms, covenants, termination events and other provisions thereof shall be fair and reasonable
terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings.


 


“Qualifying
IPO” means any transaction or series of transactions (other than a public offering pursuant to a registration statement
on Form S-8) that results in the common Equity Interests of Holdings or any direct or indirect parent of Holdings (the “IPO
Entity”) being publicly traded on any United States national securities exchange or over the counter market.


 


“Qualifying Lenders” has the meaning
specified in Section 2.06(d)(iv).


 


“Qualifying Loans” has the meaning
specified in Section 2.06(d)(iv).


 






    53


     


    

 





“Rate Determination
Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally
treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided
that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise
reasonably determined by the Administrative Agent).


 


“Ratio Debt”
means any Indebtedness secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment
and with respect to security, secured by the Collateral on a junior Lien basis to the Initial Term Loans in right of payment or
with respect to security, or unsecured Indebtedness, in each case incurred or assumed by any Loan Party (other than Holdings)
for any purpose (including in connection with Permitted Acquisitions or other permitted Investments); provided, that:


 


(a)        the
aggregate outstanding amount thereof shall not exceed (i)(x) the greater of $26,500,000 and 50% of Consolidated EBITDA of Holdings
for the most recently ended Test Period minus (y) the aggregate principal amount of all Incremental Facilities and/or Incremental
Equivalent Debt incurred or issued in reliance on amounts under the definition “Fixed Incremental Amount”, plus (ii)
an unlimited amount so long as, in the case of this clause (ii), after giving effect to such Indebtedness, (A) if such
Indebtedness is secured by a Lien on the Collateral that is pari passu with the Lien securing the Obligations that are
secured on a first lien basis, the First Lien Net Leverage Ratio does not exceed 3.25:1.00, (ii) if such Indebtedness is secured
by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations that are secured on a first lien basis,
the Senior Secured Net Leverage Ratio does not exceed 3.75:1.00 or (iii) if such Indebtedness is unsecured, the Total Net Leverage
Ratio does not exceed 4.50:1.00, in each case described in this clause (ii), calculated on a Pro Forma Basis, including
the application of the proceeds thereof (without “netting” the cash proceeds of the applicable Indebtedness); provided
that such Indebtedness incurred or assumed by any Restricted Subsidiary that is not a Loan Party shall not exceed the greater
of (1) $5,000,000 and (2) 10.0% of Consolidated EBITDA of Holdings for the most recently ended Test Period;


 


(b)        no
Event of Default exists immediately prior to or after giving effect to such Indebtedness; provided that if the proceeds
of such Indebtedness are intended to be applied to finance a Limited Condition Transaction, (i) at the option of the Borrower,
the date of determination for compliance with this clause (b) shall be an LCT Test Date and (ii) no Specified Event of
Default shall exist on such date;


 


(c)        the
Weighted Average Life to Maturity applicable to such Indebtedness (other than customary bridge loans; provided, that any
Indebtedness which is exchanged for or otherwise replace such bridge loans shall be subject to the requirements of this clause
(c)) is no shorter than the Weighted Average Life to Maturity of the then-existing Initial Term Loans (without giving effect to
any prepayments thereof);


 


(d)        the
final maturity date with respect to such Indebtedness (other than customary bridge loans; provided, that any Indebtedness
which is exchanged for or otherwise replace such bridge loans shall be subject to the requirements of this clause (d))
is no earlier than (x) in the case of any Indebtedness that is secured by the Collateral on a pari passu basis with the
Initial Term Loans in right of payment and with respect to security, the stated Maturity Date applicable to the latest maturing
Class of Term Loans on the date of incurrence of such Indebtedness and (y) in the case of any Indebtedness that is are secured
by a Lien that is junior to the Lien securing the Initial Term Loans in right of payment or with respect to security or is unsecured,
the date that is ninety-one (91) days following the stated Maturity Date applicable to the latest maturing Class of Term Loans
on the date of incurrence of such Indebtedness;


 



    54


     


    




 


(e)        in
the case of any such Indebtedness in the form of term loans secured by the Collateral on a pari passu basis with the Initial Term
Loans in right of payment and with respect to security, the All- In-Rate applicable thereto will not be more than 0.50% per annum
higher than the All-In-Rate in respect of the Initial Term Loans unless the Applicable Margin (and/or, as provided in the proviso
below, the Base Rate floor or Eurocurrency Rate floor) with respect to the Initial Term Loans is adjusted to be equal to the All-In-Rate
applicable to such Indebtedness, minus 0.50% per annum, provided that, unless otherwise agreed by the Borrower in its sole
discretion, that any increase in All-In-Rate to any Initial Term Loan due to the application or imposition of a Base Rate floor
or Eurocurrency Rate floor on any such Indebtedness shall be effected solely through an increase in (or implementation of, as
applicable) any Base Rate floor or Eurocurrency Rate floor applicable to such Initial Term Loan;


 


(f)        with
regard to any such Indebtedness incurred by a Loan Party, if such Indebtedness is (i) secured, such Indebtedness shall (x) not
be secured by any assets that are not Collateral (provided that, in the case of any Indebtedness that is funded into Escrow
pursuant to customary escrow arrangements, such Indebtedness may be secured by the applicable funds and related assets held in
Escrow (and the proceeds thereof) until the time of the release from Escrow of such funds (and may not be secured by any other
assets prior to such release)) and (y) be subject to an Acceptable Intercreditor Agreement (which may be effective (or entered
into) only immediately after such release from Escrow referred to in clause (x)), and


		(ii)	guaranteed,
                                         shall not be guaranteed by any Person that is not a Loan Party;



 


(g)        any
such Indebtedness secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with
respect to security may share on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) in any
mandatory or voluntary prepayments with the then outstanding Term Loans and any such Indebtedness secured by a Lien that is junior
to the Initial Term Loans in right of payment or with respect to security or are unsecured may not share in any mandatory or voluntary
prepayments with the then outstanding Term Loans; and


 


(h)        except
as otherwise specified above (including with respect to margin, pricing, maturity and/or fees), the other terms of any such Indebtedness,
shall be on terms and pursuant to documentation to be determined between the Borrower and the lenders providing such Indebtedness;
provided, that to the extent such terms and documentation are more favorable to the lenders providing such Indebtedness
than the terms of this Agreement are to the Lenders (except to the extent permitted by above, such terms shall be reasonably satisfactory
to the Administrative Agent (except for covenants or other provisions applicable only to the periods after the latest maturity
date of all of the existing Facilities) (it being understood that if any financial maintenance covenant is added for the benefit
of any such Indebtedness, such financial maintenance covenant (except to the extent only applicable after the maturity date of
such Indebtedness) may also be added for the benefit of all of the Facilities; it being understood and agreed that no consent
of any Lender shall be required in connection with any amendment adding such financial maintenance covenant and the Administrative
Agent hereby agrees to acknowledge such amendment as promptly as possible, and in any case, within three (3) Business Days of
written request by the Borrower; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity
as such shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to the fullest extent
permitted by Law any claims with respect to such acknowledgment.


 


“Receivables
Assets” means (a) any accounts receivable owed to the Borrower or a Restricted Subsidiary subject to a Permitted Receivables
Financing and the proceeds thereof and (b) all security interests securing such accounts receivable, all contracts and con-tract
rights, guarantees or other obligations in respect of such accounts receivable, all records with respect to such accounts receivable
and any other assets customarily transferred together with accounts receivable in connection with a Permitted Receivables Financing
and which are sold, conveyed, assigned or otherwise transferred or pledged by the Borrower to a commercial bank or Affiliate thereof
in connection with a Permitted Receivables Financing.


 



    55


     


    

 





“Recipient”
means (a) the Administrative Agent, (b) any Lender and (c) any L/C Issuer, as applicable.


 


“Refinanced Debt” has the meaning
set forth in Section 2.19(a).


 


“Refinancing” has the meaning
assigned to such term in the recitals hereto.


 


“Refinancing
Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative
Agent and the Borrower executed by each of (a) the Borrower, (b) to the extent required by Section 2.19, the Administrative
Agent, (c) each Additional Refinancing Lender and Lender that agrees to provide any portion of the Refinancing Indebtedness being
incurred pursuant thereto and (d) to the extent relating to the Initial Revolving Credit Commitments and the L/C Issuer, in accordance
with Section 2.19, and delivered to the Administrative Agent.


 


“Refinancing Indebtedness” has
the meaning specified in Section 2.19(a).


 


“Refinancing
Revolving Credit Commitments” means Revolving Credit Commitments established pursuant to a Refinancing Amendment.


 


“Refinancing Term Loans” means
Term Loans that result from a Refinancing Amendment.


 


“Register” has the meaning specified
in Section 11.07(e).


 


“Rejecting Lender” has the meaning
specified in Section 2.06(b)(ix).


 


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


 


“Repricing
Event” shall mean (a) the refinancing or repricing by the Borrower of all or any portion of the Initial Term Loans with
the proceeds of, or any conversion of the Initial Term Loans into, any new or replacement tranche of third-party term loans and
(b) any amendment to the Initial Term Loans, in each case of the foregoing clauses (a) and (b), the primary purpose
of which is to have or result in an Effective Yield as of the date of such refinancing, repricing or amendment that is (and not
by virtue of any fluctuation in any “base” rate) less than the Effective Yield applicable to the Initial Term Loans
as of the date of such refinancing, repricing or amendment, but excluding, in any such case, any refinancing, repricing or amendment
of the Initial Term Loans in connection with (i) any Qualifying IPO, (ii) a Transformative Acquisition or (iii) a “Change
of Control” transaction.


 


“Request
for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit
Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.


 


“Required
Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings
(with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed
 “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments, if any, and (c) aggregate
unused Revolving Credit Commitments, if any; provided that the unused Term Commitment, unused Revolving Credit Commitment
of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.


 



    56


     


    

 





“Required
Revolving Credit Lenders” means, as of any date of determination, Initial Revolving Credit Lenders having more than
50% of the sum of the (a) Outstanding Amount of all Initial Revolving Credit Loans and all L/C Obligations (with the aggregate
amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by
such Lender for purposes of this definition) and (b) aggregate unused Initial Revolving Credit Commitments, if any; provided
that the unused Initial Revolving Credit Commitment of, and the portion of the Outstanding Amounts held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Credit Lenders.


 


“Responsible
Officer” means the chief executive officer, controller, president, any executive vice president, chief financial officer,
treasurer or assistant treasurer, other similar officer, legal representative or signatory of a Loan Party, and solely for purposes
of the delivery of incumbency certificates pursuant to Section 4.01, the Secretary or any assistant secretary of a Loan
Party, and, solely for purposes of notices given pursuant to Article 2, any other officer or employee of the applicable Loan 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 Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent.
Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have
been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible
Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Companies” means Holdings and its Restricted Subsidiaries, and “Restricted Company” means any of
the foregoing.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) on account of any
Equity Interest of Holdings, or any payment (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such
Equity Interest, or on account of any return of capital to Holdings’ stockholders, partners or members (or the equivalent
Persons thereof); it being agreed that the amount expended in any Restricted Payment, if other than in cash, will be deemed to
be the fair market value of the relevant non-cash assets, as determined in good faith by the board of directors of the Borrower
and evidenced by a board resolution.


 


“Restricted Prepayment” has the
meaning specified in Section 7.08.


 


“Restricted
Subsidiary” means any Subsidiary of Holdings other than an Unrestricted Subsidiary; it being agreed that, unless otherwise
specified, “Restricted Subsidiary” shall mean any Restricted Subsidiary of Holdings.


 


“Revaluation
Date” means (a) with respect to any Revolving Credit Loan denominated in an Alternate Currency, each of the following:
(i) each date of a Borrowing of such Revolving Credit Loan, (ii) each date of a continuation of such Revolving Credit Loan pursuant
to the terms of this Agreement and (iii) the date of any voluntary reduction of a Revolving Credit Commitment pursuant to Section
2.08(c); (b) with respect to any Letter of Credit denominated in an Alternate Currency, each of the following: (i) each date
of issuance of such a Letter of Credit and (ii) each date of an amendment, extension or renewal of such a Letter of Credit that
would have the effect of increasing the face amount thereof; (c) each date of any payment under any Letter of Credit and (d) such
additional dates as the Administrative Agent (acting at the request of the Required Revolving Credit Lenders) shall require, at
any time when (i) an Event of Default has occurred and is continuing or (ii) to the extent that, and for so long as, the aggregate
Revolving Outstandings (for such purpose, using the Dollar Equivalent in effect for the most recent Revaluation Date) exceeds
80% of the total outstanding Revolving Credit Commitments.


 



    57


     


    

 





“ Revolving
Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Class and Type and
in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders of such Class.


 


“Revolving
Credit Commitment” means, as to each Revolving Credit Lender, its Initial Revolving Credit Commitment and Additional
Revolving Credit Commitments.


 


“Revolving
Credit Facility” means, at any time, the aggregate amount of the Initial Revolving Credit Commitments and Additional
Revolving Credit Commitments at such time.


 


“Revolving
Credit Lender” means, at any time, any Initial Revolving Credit Lender and any Additional Revolving Credit Lender.


 


“Revolving
Credit Loans” means Initial Revolving Credit Loans and Additional Revolving Credit Loans.


 


“Revolving
Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered permitted
assigns, in substantially the form of Exhibit E-1, evidencing the aggregate indebtedness of the Borrower owed to such Revolving
Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.


 


“Revolving
Outstandings” means, with respect to any Revolving Credit Lender at any time, the sum of the aggregate Outstanding Amount
of such Lender’s Revolving Credit Loans plus its Pro Rata Share, determined for this purpose solely among the Commitments
under the Revolving Credit Facility, of the Outstanding Amount of the L/C Obligations.


 


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


 


“ Sale Leaseback”
means any transaction or series of related transactions pursuant to which the Holdings or any of its Restricted Subsidiaries (a)
sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as
part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially
the same purpose or purposes as the property being sold, transferred or disposed.


 


“ Same Day
Funds” means, with respect to disbursements and payments in Dollars, immediately available funds.


 


“Sanctions” has the meaning specified
in Section 5.08(a).


 


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


 


“Secured
Hedging Obligations” means all obligations of any Loan Party in respect of any Hedge Agreement.


 


“Secured Obligations” has the
meaning specified in the Security Agreement.


 


“Secured
Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, the holders of Cash Management
Obligations and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.02.


 



    58


     


    

 





“Securitization
Asset” means (a) any accounts receivable, mortgage receivables, loan receivables, receivables or loans relating to the
financing of insurance premiums, royalty, patent or other revenue streams and other rights to payment or related assets and the
proceeds thereof and (b) all collateral securing such receivable or asset, all contracts and contract rights, guarantees or other
obligations in respect of such receivable or asset, lockbox accounts and records with respect to such account or asset and any
other assets customarily transferred (or in respect of which security interests are customarily granted) together with accounts
or assets in connection with a securitization, factoring or receivable sale transaction.


 


“Securitization
Fees” means distributions or payments made directly or by means of discounts with respect to any Securitization Asset
or participation interest therein issued or sold in connection with, and other fees and expenses (including reasonable fees and
expenses of legal counsel) paid in connection with, any Qualified Securitization Financing and/or Permitted Receivables Financing.


 


“Securitization
Financing” means any of one or more securitization transactions, as amended, supplemented, modified, extended, renewed,
restated or refunded from time to time, pursuant to which the Borrower or any of the Restricted Subsidiaries sells, transfers,
pledges or otherwise conveys any Securitization Assets (whether now existing or arising in the future) to a Securitization Subsidiary
or any other Person on a non-recourse basis (other than Securitization Repurchase Obligations) for the purpose of obtaining financing)
in an aggregate principal amount for all such receivables subject to such facilities not exceeding the greater of (x) $8,000,000
and (y) 15% of Consolidated EBITDA of Holdings for the most recently ended Test Period at any time outstanding minus the
amount of all receivables subject to any then-outstanding Permitted Recourse Receivables Financing transactions.


 


“Securitization
Repurchase Obligation” means any obligation of a seller of Securitization Assets or Receivables Assets in a Qualified
Securitization Financing and/or Permitted Receivables Financing to repurchase or otherwise make payments with respect to Securitization
Assets 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, offset 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.


 


“Securitization
Subsidiary” means any Subsidiary of the Borrower in each case formed for the purpose of and that solely engages in one
or more Qualified Securitization Financings and other activities reasonably related thereto or another Person formed for this
purpose.


 


“Security
Agreement” means that certain Security Agreement, dated as of the Closing Date, among the Loan Parties and the Administrative
Agent, substantially in the form of Exhibit F.


 


“Security Agreement Supplement”
has the meaning specified in the Security Agreement.


 


“Senior Secured
Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Senior Secured Debt on such
date to (b) Consolidated EBITDA as of the last day of the most recently ended Test Period, in each case, of the Borrower and its
Restricted Subsidiaries on a consolidated basis.


 


“Similar
Business” means (a) any businesses, services or activities engaged in by Holdings and its Subsidiaries on the Closing
Date and (b) any businesses, services and activities engaged in by Holdings and its Subsidiaries that are related, complementary,
incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.


 



    59


     


    

 


“Sold Entity
or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair
value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such
Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities
as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction,
for which such Person’s property would constitute an unreasonably small capital. 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.


 


“SPC” has the meaning specified
in Section 11.07(i).


 


“Special
Notice Currency” means at any time an Alternate Currency, other than the currency of a country that is a member of the
Organization for Economic Cooperation and Development at such time located in North America or Europe.


 


“Specified Acquisition
Agreement Representations” means the representations and warranties made by, or with respect to, the Target and its subsidiaries
in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Purchaser (or Purchaser’s
Affiliates) has the right to terminate Purchaser’s (or such Affiliate’s) obligations under the Acquisition Agreement, or
to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations
and warranties.


 


“Specified
Disposition” means any sale, transfer or other disposition, or series of related sales, transfers or other dispositions
(other than (x) in the ordinary course of business or (y) among Holdings and its Restricted Subsidiaries), that involves assets
comprising all or substantially all of an operating unit of a business or common Equity Interests of any Person, in each case
owned by any Restricted Company.


 


“Specified
Event of Default” means an Event of Default resulting from Section 8.01(a) and Section 8.01(f) (with respect
to the Borrower).


 


“Specified
Financial Statements” means, the audited consolidated financial statements of the Target and its consolidated subsidiaries
for the fiscal year ending December 31, 2017 and December 31, 2016 and the unaudited interim consolidated financial statements
for the Target and its consolidated subsidiaries for the fiscal quarters ending March 31, 2018, June 30, 2018 and September 30,
2018.


 


“Specified
Representations” means the representations and warranties of the Loan Parties set forth in Sections 5.01(a) (solely
as it relates to the Loan Parties), 5.01(b)(ii), 5.02(a) (in each case of the foregoing, as it relates to the entering
into, guaranteeing under and performance of the applicable Loan Documents and the incurrence of the extensions of credit thereunder
and the granting of Liens in the Collateral), 5.02(b) (related to the entering into, guaranteeing under and performance
of the applicable Loan Documents and the incurrence of the extensions of credit thereunder), 5.02(c)(i) (limited to the
execution delivery and performance by the Loan Parties of the Loan Documents to which it is a party), 5.04, 5.08 (as
it relates to OFAC, FCPA, the USA Patriot Act and all other applicable anti-terrorism laws and with respect to OFAC and FCPA limited
to the use of proceeds of the Loans on Closing Date or as of the applicable Incremental Facility Closing Date), 5.12, 5.14
and 5.15 (subject to the last paragraph of Section 4.01).


 


 



    60


     


    




 


“Specified
Responsible Officer” means the chief executive officer, president, chief operating officer, chief financial officer,
treasurer, chief accounting officer or general counsel of Holdings.


 


“Specified
Transaction” means, any Investment, Restricted Payment, Restricted Prepayment, operating improvement, restructuring,
cost savings initiative, any similar initiative and/or specified transaction, designation of an Unrestricted Subsidiary or incurrence
of Indebtedness in respect of which compliance with the financial covenants set forth in Section 7.11 or a specified
level of the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio and/or other financial
ratio or metric, is by the terms of this Agreement required to be calculated on a Pro Forma Basis, or any Specified Disposition;
provided that, at the Borrower’s election, any such Specified Transaction (other than (x) a Restricted Payment or
(y) a Disposition pursuant to Section 7.05(q)) having an aggregate value of less than $5,000,000 shall not be calculated
on a “Pro Forma Basis” or after giving “Pro Forma Effect” thereto.


 


“Sponsor
Affiliated Lender” means the Sponsor and any Affiliate of the Sponsor (including Affiliated Debt Funds, Holdings, the
Borrower and their respective Subsidiaries).


 


“ Sponsor
Management Agreement” means, collectively, each of the management agreements be-tween certain of the management companies
associated with the Sponsor or its advisors, the Borrower, certain of its Subsidiaries and/or certain of its direct or indirect
parents.


 


“Sponsor
Termination Fees” means the one-time payment under the Sponsor Management Agreement of a termination fee to the Sponsor
and their respective Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.


 


“Sponsor”
means Pamplona Capital Management LLP (together with its respective Affiliates and funds managed or advised by it or its Affiliates
or any of their respective controlled Affiliates).


 


“Spot Rate”
means, for a currency, the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate as published
on the applicable Bloomberg screen page at approximately 11:00 a.m. on the date two Business Days prior to the date as of which
the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot
rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such
capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further
that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the
case of any Letter of Credit denominated in an Alternate Currency.


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect
to the Eurocurrency Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in
Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Rate
Loans shall be deemed to constitute eurocurrency funding 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 under such Regulation D or any
comparable regulation.


 



    61


     


    




 


The Statutory Reserve Rate shall be adjusted automatically
on and as of the effective date of any change in any reserve percentage.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of Holdings.


 


“Subsidiary
Guarantor” means (a) on the Closing Date, each Subsidiary listed on Part C of Schedule 1.01A and (b) thereafter, each other
Subsidiary that is or becomes a party to Article 10 pursuant to Section 6.13 and 10.09, in each case, until such
time as the respective Subsidiary is released from its obligations under Article 10 in accordance with the terms and provisions
hereof, but in each case of clauses (a) and (b), excluding the Borrower.


 


“Successor Borrower” has the meaning
specified in Section 7.04(a).


 


“Survey”
means a survey of any Material Real Property subject to a Mortgage (and all improvements thereon) which is (a) (i) prepared by
a surveyor or engineer licensed to perform surveys in the jurisdiction where such Material Real Property is located, (ii) dated
(or redated) as of a date reasonably acceptable to the Administrative Agent; provided that if the title company shall provide
survey coverage, such date shall be deemed acceptable, (iii) certified by the surveyor (in a manner reasonably acceptable to the
Administrative Agent) to the Administrative Agent and the title company, (iv) complying with the detail requirements of the American
Land Title Association reasonably required by the Administrative Agent and customary in similar transactions, and (v) sufficient
for the title company to provide survey coverage in any Title Policy required herein (together with any affidavits of “no-change”
as may be required), (b) otherwise reasonably acceptable to the Administrative Agent and/or (c) a survey existing as of the later
of the Closing Date and the date of the acquisition of the applicable Material Real Property together with an “affidavit
of no change” satisfactory to the title company is delivered to the Administrative Agent and the title company.


 


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


 


“Swap
Obligation” means 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.


 



    62


     


    




 


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


 


“Target” has the meaning specified
in the recitals hereto.


 


“Target Person” has the meaning
specified in Section 7.02(dd).


 


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


 


“Term Borrowing”
means a Borrowing consisting of simultaneous Term Loans of the same Class and Type and in the case of Eurocurrency Rate Loans,
having the same Interest Period made by each of the Term Lenders of such Class.


 


“Term Commitment”
as to each Term Lender, its Initial Term Commitment and Additional Term Commitments.


 


“Term Facility” means, collectively,
the Initial Term Facility and each Additional Term Facility.


 


“Term Lenders” means, at any time,
any Initial Term Lender or Additional Term Lender.


 


“Term Loans” means the Initial
Term Loans and Additional Term Loans.


 


“Term Note”
means a promissory note of the Borrower payable to any Term Lender or its registered permitted assigns, in substantially the form
of Exhibit E-2, evidencing the aggregate indebtedness of the Borrower owed to such Term Lender resulting from the Term
Loans made by such Term Lender.


 


“Termination Date” has the meaning
specified in Article 6.


 


“Test Period”
means, as of any date, the period of four consecutive fiscal quarters then most recently ended for which financial statements
under Section 6.01(a) or 6.01(b), as applicable, have been delivered (or are required to have been delivered); it
being understood and agreed that prior to the first delivery of financial statements pursuant to Section 6.01(b), “Test
Period” means the period of four consecutive fiscal quarters in respect to which the financial statements of Holdings and
its Subsidiaries are available.


 


“Threshold Amount” means $12,500,000.


 


“Title Policy”
means a policy of title insurance (or marked-up title insurance commitment having the effect of a policy of title insurance) insuring
the Lien of a Mortgage as a valid mortgage Lien (subject only to Liens permitted under this Agreement (other than Section 7.01(g)(ii))
and other Liens reasonably acceptable to the Administrative Agent) on the mortgaged property and fixtures described therein in
the amount equal to no more than the fair market value of such mortgaged property and fixtures, issued by a title company reasonably
acceptable to the Administrative Agent which shall (a) to the extent necessary, include such reinsurance arrangements (with provisions
for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent; (b) contain a “tie-in”
or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless
of location or allocated value of the insured property up to a stated maximum coverage amount); (c) have been supplemented by
such endorsements as shall be reasonably requested by the Administrative Agent (provided that in lieu of a zoning endorsement,
a zoning opinion, report or other letter in form and substance reasonably satisfactory to the Administrative Agent may be provided);
and (d) affirmatively insure against loss arising out of or contain no exceptions to title other than Liens permitted hereunder.


 






    63


     


    

 


“Total Assets”
means at any time, the total assets appearing on the most recently prepared consolidated balance sheet of Holdings and its Restricted
Subsidiaries as of the end of the most recent fiscal quarter of Holdings for which such balance sheet is available, prepared in
accordance with GAAP.


 


“Total Net
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt on such date to (b)
Consolidated EBITDA as of the last day of the most recently ended Test Period, in each case, of the Borrower and its Restricted
Subsidiaries on a consolidated basis.


 


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


 


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


 


“Transactions”
means, collectively (a) the Acquisition and the other transactions contemplated by the Acquisition Agreement, (b) the Refinancing,
(c) the funding of the Loans and the execution and delivery of the Loan Documents, (d) the making of the equity investment by
the Investors, (e) any other transactions required in connection with, the foregoing clauses and (f) the payment of costs and
expenses related to the foregoing clauses.


 


“Transformative
Acquisition” means any acquisition or Investment by the Borrower or any Restricted Subsidiary that either (a) is not
permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted
by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the
Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion
of their combined operations following such consummation, as determined by the Borrower acting in good faith.


 


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


 


“USA Patriot Act” has the meaning
specified in Section 11.20


 


“U.S. Person” means a “United
States person” within the meaning of Section 7701(a)(30) of the


Code.


 


“U.S. Subsidiary”
means any Restricted Subsidiary of the Borrower that is organized under the laws of the United States, any state thereof or the
District of Columbia.


 


“U.S. Tax Compliance Certificate”
has the meaning specified in Section 3.01(e)(ii)(B)(3).


 






    64


     


    

 


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


 


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


 


“Unreimbursed Amount” has the
meaning specified in Section 2.04(c)(i).


 


“Unrestricted
Cash Amount” means, as to any Person on any date of determination, the amount of (a) unrestricted cash and Cash Equivalents
of such Person whether or not held in an account pledged to the Administrative Agent and (b) cash and Cash Equivalents of such
Person restricted in favor of the Facilities (which may also include cash and Cash Equivalents securing other Indebtedness secured
by a Lien on the Collateral on a pari passu or junior basis to the Liens securing the Secured Obligations), in each case
as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall not be included in
the Unrestricted Cash Amount.


 


“Unrestricted
Subsidiary” means (a) each Subsidiary of Holdings listed on Schedule 1.01B and (b) any Subsidiary of Holdings
designated by a Responsible Officer of the Borrower as an Unrestricted Subsidiary pursuant to Section 6.15 subsequent to the Closing
Date (and continuing until such time that such designation may be thereafter revoked by the Borrower).


 


“Weighted
Average Life to Maturity” means, 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.


 


“Working
Capital” means, at any date, the excess of current assets of Holdings and its Restricted Subsidiaries on such date (excluding
cash and Cash Equivalents) over current liabilities of Holdings and its Restricted Subsidiaries on such date (excluding current
liabilities in respect to Indebtedness), all determined on a consolidated basis in accordance with GAAP.


 


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


 


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


 


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




 


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




 


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




 



    65


     


    




 


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




 


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




 


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




 


Section 1.03.
Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity
with, and all financial data (including the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net
Leverage Ratio, any other financial ratios, Consolidated EBITDA, Consolidated Total Assets and other financial calculations pursuant
to Section 7.11) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in
effect from time to time, applied on a basis consistent (except for changes approved by Holdings’ independent public accountants)
with the most recent audited consolidated financial statements of the Borrower delivered to the Lenders pursuant to Section
6.01 or, prior to such delivery, the Specified Financial Statements for the fiscal quarter ended September 30, 2018.


 


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


 


(c)           Notwithstanding
anything to the contrary contained herein, financial ratios and other financial calculations pursuant to this Agreement (including
the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, any other financial ratios,
Consolidated EBITDA, Consolidated Total Assets and other financial calculations pursuant to Section 7.11) shall, following
any Specified Transaction, be calculated on a Pro Forma Basis until the completion of four full fiscal quarters following such
Specified Transaction.


 


Section 1.04.
Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be
satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


Section 1.05.
References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to Organization Documents,
agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments,
restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements,
extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include
all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.


 



    66


     


    




 


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


 


Section 1.07. Timing
of Payment or Performance. 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 and such extension of time shall be reflected in computing interest or fees, as the case
may be; provided that, with respect to any payment of interest on or principal of Eurocurrency Rate Loans, if such extension
would cause any such payment to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding
Business Day.


 


Section 1.08. Certain Calculations and Tests.


 


(a)           [Reserved].




 


(b)           For
purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial
ratio or test (including, without limitation, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total
Net Leverage Ratio, any other financial ratios, Consolidated EBITDA, Consolidated Total Assets and other financial calculations
pursuant to Section 7.11), such financial ratio or test shall be calculated on a pro forma basis at the time such action
is taken (subject to Section 1.15), such change is made, such transaction is consummated or such event occurs, as the case
may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio
or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs,
as the case may be.




 


(c)           Notwithstanding
anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance
on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation,
Section 7.11 hereof, any First Lien Net Leverage Ratio test, any Senior Secured Net Leverage Ratio test and/or any Total
Net Leverage Ratio test) (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 within the same covenant (including
for purposes of Section 7.03, any Incremental Facility and/or Incremental Equivalent Debt incurred in reliance on the Incremental
Cap and any Ratio Debt incurred in reliance on clause (a)(i) of the definition thereof) that requires compliance with a financial
ratio or test (including, without limitation, Section 7.11 hereof, any First Lien Net Leverage Ratio test, any Senior Secured
Net Leverage Ratio test and/or any Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”),
it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable
to the Incurrence-Based Amounts.




 


Section 1.09. Exchange Rates; Currencies Generally.


 


(a)           For
purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, Lien, Restricted
Payment, Restricted Prepayment, Investment or an affiliate transaction, the U.S. dollar-equivalent principal amount of Indebtedness,
or amount of Lien, Restricted Payment, Restricted Prepayment, Investment or affiliate transaction, in each case, denominated in
a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was
incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness incurred or made
in the case of any Lien, Restricted Payment, Restricted Prepayment, Investment or affiliate transaction; provided that
if any such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would
cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in
effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being
refinanced. Notwithstanding anything to the contrary in this Agreement, the maximum amount of any Indebtedness, Liens, Restricted
Payments, Restricted Prepayments, Investments or affiliate transactions that the Restricted Companies may incur in compliance
with this Agreement shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.
The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the
Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such
refinancing Indebtedness is denominated that is in effect on the date of such refinancing.


 






    67


     


    

 


(b)           The
Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternate 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 L/C Issuer, as applicable.


 


(c)           Wherever
in this Agreement in connection with an Initial Revolving Credit Borrowing, conversion, continuation or prepayment of a Eurocurrency
Rate 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 Rate Loan or Letter of Credit is denominated in an Alternate Currency,
such amount shall be the relevant Alternate Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternate
Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may
be.


 


(d)           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 “Eurocurrency Rate”
or with respect to any comparable or successor rate thereto.


 


Section 1.10.
Cashless Rollovers. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document,
to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans
with Additional Loans, Refinancing Term Loans, Loans in connection with any Refinancing Revolving Credit Facility, Extended Term
Loans, Extended Revolving Credit Loans or loans incurred under a new credit facility, in each case, to the extent such extension,
replacement, renewal or refinancing is effected with such Lender’s consent by means of a “cashless roll” by
such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any
other Loan Document that such payment be made “in Dollars” or the relevant Alternate Currency, “in immediately
available funds”, “in cash” or any other similar requirement.


 


Section 1.11. [reserved]


 


Section 1.12.
Additional Alternate Currencies.


 


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


 






    68


     


    

 


(b)           Any
such request shall be made in writing to the Administrative Agent not later than 11:00 a.m., ten (10) Business Days prior to the
date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case
of any such request pertaining to Letters of Credit, the relevant L/C Issuer in its reasonable discretion). In the case of any
such request pertaining to Revolving Credit Loans, the Administrative Agent shall promptly notify each Revolving Credit Lender
of the applicable Class thereof, and in the case of any such request pertaining to Letters of Credit, the Administrative Agent
shall promptly notify the relevant L/C Issuer thereof. Each such Revolving Credit Lender (in the case of any such request pertaining
to Revolving Credit Loans) and the relevant L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify
the Administrative Agent, not later than 11:00 a.m., five (5) Business Days after receipt of such request whether it consents,
in its sole discretion, to the making of Revolving Credit Loans or the issuance of Letters of Credit, in such requested currency.


 


(c)           Any
failure by a Revolving Credit Lender or the relevant L/C Issuer to respond to such request within the time period specified in
the preceding paragraph (b) shall be deemed to be a refusal by such Revolving Credit Lender or L/C Issuer, as the case
may be, to permit Revolving Credit Loans to be made or Letters of Credit, as applicable, to be issued in such requested currency.
If the Administrative Agent and all the Revolving Credit Lenders that would be obligated to make Credit Extensions denominated
in such requested currency consent to making Revolving Credit 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 Alternate Currency hereunder for
purposes of any Borrowings of Revolving Credit Loans; and if the Administrative Agent and the relevant L/C Issuer consent to the
issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency
shall thereupon be deemed for all purposes to be an Alternate Currency hereunder for purposes of any Letter of Credit. If the
Administrative Agent shall fail to obtain the requisite consent to any request for an additional currency under this Section
1.12, the Administrative Agent shall promptly so notify the Borrower.


 


Section 1.13. Purchaser
Discharge and LPP Assumption. Immediately upon the consummation of the Acquisition, (x) the Purchaser shall immediately, automatically
and without any further action by the Purchaser or any other Person be forever released and discharged from all of its obligations,
liabilities and duties incurred hereunder, or under any other Loan Document, as the “Borrower” and (y) LPP shall immediately,
automatically and without any further action by LPP or any other Person assume all rights, liabilities and obligations of Purchaser
as the “Borrower”.


 


Section 1.14. [Reserved].


 


Section 1.15. Limited
Condition Transactions.


 


(a)           In
connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance
with any provision of this Agreement which requires the calculation of the First Lien Net Leverage Ratio, the Senior Secured Net
Leverage Ratio, the Total Net Leverage Ratio and/or any other financial ratio; or (ii) testing availability under baskets set
forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any),
in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited
Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted
hereunder shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (or,
in respect of any transaction described in clauses (b) or (c) of the definition of a Limited Condition Transaction,
delivery of irrevocable notice or similar event) (such date, the “LCT Test Date”), and not at the time of consummation
of such Limited Condition Transaction and if, after giving pro forma effect to the Limited Condition Transaction and the other
transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof)
as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could
have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed
to have been complied with.


 






    69


     


    

 


(b)           For
the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined
or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations
in Consolidated Total Assets or Consolidated EBITDA of Holdings or the Person subject to such Limited Condition Transaction, at
or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded
as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to
be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios
and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection
with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or
the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets
of Holdings or the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation
of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of (x) the date on which such
Limited Condition Transaction is consummated or the (y) definitive agreement for such Limited Condition Transaction is terminated
or expires (or, if applicable, the irrevocable notice is terminated or expires) without consummation of such Limited Condition
Transaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma
Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including
any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof).


 


(c)           In
connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance
with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable,
has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower,
be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the LTC Test
Date. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.15, and any Default, Event
of Default or Specified Event of Default occurs following the LTC Test Date and prior to the consummation of such Limited Condition
Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing
for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted
hereunder.


 


Section 1.16. Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the
Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that
with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one
or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar
Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such
maximum stated amount is in effect at such time.


 






    70


     


    

 


ARTICLE 2


THE
COMMITMENTS AND CREDIT EXTENSIONS


 


Section 2.01. The
Initial Term Borrowings. (a) The Initial Term Borrowings. Subject to the terms and conditions set forth herein, each
Initial Term Lender has severally agreed to make, on the Closing Date, a single loan in Dollars in an aggregate principal amount
equal to its Initial Term Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be
reborrowed. Initial Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.


 


(b)           The
Initial Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Initial Revolving Credit Lender
severally agrees to make loans to the Borrower in Dollars or an Alternate Currency from time to time, on any Business Day until
the Initial Revolver Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s
Initial Revolving Credit Commitment; provided that after giving effect to any Initial Revolving Credit Borrowing, (x) the
Revolving Outstandings of any Lender under the Initial Revolving Credit Facility shall not exceed such Lender’s Initial
Revolving Credit Commitment, and (y) the Total Revolving Outstandings with respect to the Initial Revolving Credit Facility shall
not exceed the aggregate Initial Revolving Credit Commitments (in each case, taking the Dollar Equivalent of all amounts in an
Alternate Currency). Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, (x) Revolving
Credit Loans denominated in Dollars may consist of Base Rate Loans, Eurocurrency Rate Loans, or a combination thereof, and may
be borrowed, paid, repaid and reborrowed and (y) Revolving Credit Loans denominated in an Alternate Currency shall consist of
Eurocurrency Rate Loans, and may be borrowed, paid, repaid and reborrowed. All Initial Revolving Credit Loans will be made by
all Initial Revolving Credit Lenders in accordance with their Pro Rata Share of the Initial Revolving Credit Facility until the
Initial Revolver Maturity Date.


 


Section 2.02. Borrowings,
Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term
Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon
the Borrower’s irrevocable notice to the Administrative Agent, in the form of a written Loan Notice, appropriately signed
by a Responsible Officer of the Borrower. Each such Loan Notice must be received by the Administrative Agent not later than (i)
12:00 p.m. three Business Days prior to the requested date of any Borrowing of Eurocurrency Rate Revolving Credit Loans, continuation
of Eurocurrency Rate Revolving Credit Loans or any conversion of Base Rate Revolving Credit Loans to Eurocurrency Rate Revolving
Credit Loans denominated in Dollars, (ii) 12:00 p.m. three Business Days prior to the requested date of any Borrowing of Eurocurrency
Rate Term Loans, continuation of Eurocurrency Rate Term Loans or any conversion of Base Rate Term Loans to Eurocurrency Rate Term
Loans denominated in Dollars (provided that, if such Borrowing is an initial Credit Extension to be made on the Closing
Date, notice must be received by the Administrative Agent not later than, in the case of Initial Term Loans, 1:00 p.m. one Business
Day prior to the Closing Date), (iii) 12:00 p.m. four Business Days (or five Business Days in the case of a Special Notice Currency)
prior to the requested date of any Borrowing of Eurocurrency Rate Loans, continuation of Eurocurrency Rate Loans or any conversion
of Base Rate Loans to Eurocurrency Rate Loans denominated in an Alternate Currency, and (iv) 11:00 a.m. on the requested date
of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a
principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or the Dollar Equivalent
thereof in the case of any Borrowing denominated in any other Alternate Currency). Except as provided in Section 2.04(c)(i)
and Section 2.05(c)(i), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of a Dollar
Equivalent of $500,000 or a whole multiple of $100,000 in excess thereof (or the Dollar Equivalent thereof in the case of any
Borrowing denominated in any other Alternate Currency). Each Loan Notice shall specify (i) whether the Borrower is requesting
a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other,
or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case
may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued (in Dollars
or in an Alternate Currency), (iv) the Type of Loans to be borrowed or which existing Term Loans or Revolving Credit Loans are
to be converted, (v) whether such Borrowing will be made in Dollars or an Alternate Currency, (vi) if applicable, the duration
of the Interest Period with respect thereto and (vii) the Borrower’s wire instructions. If the Borrower fails to specify
a Type of Loan in a Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable
Term Loans or Revolving Credit Loans shall be made as, or converted to, a Eurocurrency Rate Loan with an Interest Period of one
month (subject to the definition of Interest Period). Any such automatic conversion to Eurocurrency Rate Loans with an Interest
Period of one month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable
Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in
any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
Notwithstanding the foregoing each Revolving Credit Loan denominated in an Alternate Currency shall be a Eurocurrency Rate Loans.


 






    71


     


    

 


(b)           Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Pro Rata
Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the
Administrative Agent shall notify each Lender of the details of any automatic conversion to Eurocurrency Rate Loans with an Interest
Period of one month or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall
make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office
not later than 2:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon receipt of all funds, and satisfaction
of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01),
the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative
Agent by wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by the
Borrower; provided that if, on the date the Loan Notice with respect to such Borrowing is given by the Borrower, there
are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such
L/C Borrowings, and second, to the Borrower as provided above.


 


(c)           Except
as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period
for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.07 in connection therewith.
During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be
converted to or continued as Eurocurrency Rate Loans.


 


(d)           The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative
Agent shall be conclusive in the absence of manifest error.


 


(e)           After
giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans
from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be
more than 12 Interest Periods in effect with respect to Loans.


 






    72


     


    

 


(f)           The
failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Loan to be made by such other Lender on the date of any Borrowing.


 


	Section
    2.03.	[Reserved].
	 	 
	Section
    2.04.	Letters of Credit.
	


 


(a)           The
Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance
upon the agreements of the other Initial Revolving Credit Lenders set forth in this Section 2.04, (1) from time to time on any
Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated
in Dollars or an Alternate Currency for the account of the Borrower and to amend or renew Letters of Credit previously issued
by it, in accordance with Section 2.04(b), and (2) to honor drafts under the Letters of Credit; and (B) the Initial Revolving
Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; provided that
no L/C Issuer shall be obligated to issue any commercial Letter of Credit, and no Lender shall be obligated to participate in
any Letter of Credit if as of the date of such L/C Credit Extension or after giving effect thereto, (w) the Total Revolving Outstandings
with respect to the Initial Revolving Credit Facility would exceed the aggregate Initial Revolving Credit Commitments, (x) the
Revolving Outstandings of any Lender under the Initial Revolving Credit Facility would exceed such Lender’s Initial Revolving
Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the Outstanding
Amount of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s
L/C Commitment (in each case, taking the Dollar Equivalent of all amounts in an Alternate Currency). Within the foregoing limits,
and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving,
and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have
expired or that have been drawn upon and reimbursed.


 


		(ii)	An
                                         L/C Issuer shall be under no obligation to issue any Letter of Credit if:



 


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


 






    73


     


    

 


(B)           subject
to Section 2.04(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after
the date of issuance or last renewal, unless all Initial Revolving Credit Lenders (other than any Initial Revolving Credit Lender
that is a Defaulting Lender) have approved such expiry date;


 


(C)           the
expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all Initial Revolving
Credit Lenders (other than any Initial Revolving Credit Lender that is a Defaulting Lender) have approved such expiry date; or


 


(D)           the
issuance of such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer.


 


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


 


(b)           Procedures
for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit. (i) Each Letter of Credit shall be issued
or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative
Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.
In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter
of Credit Application or other agreement submitted by the Borrower to, or entered into by the Borrower with the applicable L/C
Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Such Letter of Credit Application
must be received by the relevant L/C Issuer and the Administrative Agent not later than 1:00 p.m. at least five Business Days
prior to the proposed issuance date or date of amendment, as the case may be, or such later date and time as the relevant L/C
Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter
of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer:
(A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency
thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by
such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in
case of any drawing thereunder; and (G) such other matters as the relevant L/C Issuer may reasonably request. In the case of a
request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail
reasonably satisfactory to the relevant L/C Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment
thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant
L/C Issuer may reasonably request. No Letter of Credit, Letter of Credit Application or other document entered into by the Borrower
with any L/C Issuer relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default
not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically
without further action by any Person to conform to the terms of this Agreement), and if any Letter of Credit Application includes
representations and warranties, covenants and/or events of default that do not contain the materiality qualifiers, exceptions
or thresholds that are applicable to the analogous provisions of this Agreement or other Loan Documents, or are otherwise more
restrictive, the relevant qualifiers, exceptions and thresholds contained herein shall be incorporated therein or, to the extent
more restrictive, shall be deemed for purposes of such Letter of Credit Application to be the same as the analogous provisions
herein.


 


(ii)           Promptly
after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent in writing
that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the relevant
L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation
from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof (such
confirmation to be promptly provided by the Administrative Agent), then, subject to the terms and conditions hereof, the relevant
L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable
amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Initial Revolving Credit Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation
in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter
of Credit.


 






    74


     


    





 


(iii)        If
the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer may, in its sole and absolute
discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Extension Letter
of Credit”); provided that any such Auto-Extension Letter of Credit must permit the relevant L/C Issuer to prevent
any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by
giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each
such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant
L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such renewal. Once an Auto-Renewal
Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer
to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date;
provided that the relevant L/C Issuer shall not permit any such renewal if (A) such L/C Issuer has determined that it would
have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions
of Section 2.04(a)(ii) or otherwise), or (B) to the extent the face amount of the applicable Letter of Credit is increasing,
it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Nonrenewal
Notice Date from the Administrative Agent, any Initial Revolving Credit Lender or the Borrower that one or more of the applicable
conditions specified in Section 4.02 is not then satisfied.


 


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


 


(c)          Drawings
and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice
of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify the Borrower (through the Administrative Agent)
and the Administrative Agent thereof. Not later than 3:00 p.m. on the date of any payment by the relevant L/C Issuer under a Letter
of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative
Agent in an amount equal to the amount of such drawing and in Dollars or the applicable Alternate Currency; provided that
if notice of such drawing is not provided to the Borrower prior to 12:00 noon on the Honor Date, then the Borrower shall reimburse
such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in Dollars on the next succeeding
Business Day and such extension of time shall be reflected in computing fees in respect of any such Letter of Credit. If the Borrower
fails to so reimburse the relevant L/C Issuer by such time, the Administrative Agent shall promptly notify each Initial Revolving
Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the
amount of such Initial Revolving Credit Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to
have requested an Initial Revolving Credit Borrowing of (x) in the case of a Letter of Credit denominated in Dollars, a Base Rate
Loan denominated in Dollars in an equivalent amount and (y) in the case of a Letter of Credit denominated in an Alternate Currency,
a Eurocurrency Rate Loan denominated in such Alternate Currency to be disbursed on the Honor Date in an amount equal to the Unreimbursed
Amount, without regard to the minimum and multiples specified in Section 2.02(a) for the principal amount of Base Rate
Loans, but subject to the amount of the unutilized portion of the Initial Revolving Credit Commitments and the conditions set
forth in Section 4.02.


 






    75


     


    

 


(ii)         Each
Initial Revolving Credit Lender (including the Lender acting as the relevant L/C Issuer) shall upon any notice pursuant to Section
2.04(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer at the Administrative
Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business
Day specified in such notice by the Administrative Agent (if such notice is provided to the Initial Revolving Credit Lenders prior
to 11:00 a.m. on such date, and otherwise, by no later than two hours after receipt of such notice), whereupon, subject to the
provisions of Section 2.04(c)(ii), each Initial Revolving Credit Lender that so makes funds available shall be deemed to have
made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant
L/C Issuer in Dollars.


 


(iii)        With
respect to any Unreimbursed Amount that is not fully refinanced by an Initial Revolving Credit Borrowing of Base Rate Loans, the
Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest
at the Default Rate. In such event, each Initial Revolving Credit Lender’s payment to the Administrative Agent for the account
of the relevant L/C Issuer pursuant to Section 2.04(c)(i) shall be deemed payment in respect of its participation in such
L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this
Section 2.04.


 


(iv)       Until
each Initial Revolving Credit Lender funds its Initial Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c)
to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s
Pro Rata Share of such amount shall be solely for the account of such L/C Issuer.


 


(v)        Each
Initial Revolving Credit Lender’s obligation to make Initial Revolving Credit Loans or L/C Advances to reimburse the relevant
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.04(c), shall be absolute and unconditional
and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which
such Lender may have against such L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided
that each Initial Revolving Credit Lender’s obligation to make Initial Revolving Credit Loans pursuant to this Section
2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice or the
occurrence of a Default). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to
reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with
interest as provided herein.


 


(vi)       If
any Initial Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer
any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time
specified in Section 2.04(c)(i), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which
such payment is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time
to time in effect. If such Lender pays such amount (with interest as aforesaid), the amount so paid shall constitute such Lender’s
Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate
of the relevant L/C Issuer submitted to any Initial Revolving Credit Lender (through the Administrative Agent) with respect to
any amounts owing under this Section 2.04(c)(v) shall be conclusive absent manifest error.


 






    76


     


    

 


(d)          Repayment
of Participations. (i) If, at any time after the relevant L/C Issuer has made a payment under any Letter of Credit and has
received from any Initial Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with
Section 2.04(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related
Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral
applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof
in Dollars or Alternate Currency and in the same funds as those received by the Administrative Agent.


 


(ii)         If
any payment received by the Administrative Agent for the account of relevant L/C Issuer pursuant to Section 2.04(c)(i)
is required to be returned under any of the circumstances described in Section 11.06 (including pursuant to any settlement
entered into by such L/C Issuer in its discretion), each Initial Revolving Credit Lender shall pay to the Administrative Agent
for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from
the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight
Rate from time to time in effect.


 


 


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


 


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


 


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


 


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


 






    77


     


    

 


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


 


(v)        any
exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the
Guaranty or any other guarantee, for all or any of the Obligations of the Borrower in respect of such Letter of Credit; or


 


(vi)       any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a legal or equitable discharge of, or provide a right of setoff against,
the Borrower’s obligations hereunder;


 


Neither the Administrative Agent,
the Lenders nor the L/C Issuer, nor any of their Agent-Related Persons, shall have any liability or responsibility by reason of
or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including
any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising
from causes beyond the control of the relevant L/C Issuer; provided that the foregoing shall not excuse any L/C Issuer
from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive
damages) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct (as finally
determined by a court of competent jurisdiction). The Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions
or other irregularity, the Borrower will promptly notify the relevant L/C Issuer.


 


(f)           Role
of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer
shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required
by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the
Person executing or delivering any such document. None of any L/C Issuer, any Agent-Related Person nor any of the respective correspondents,
participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in
the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of
any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks
of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that
this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have
against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related
Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible
for any of the matters described in clauses (i) through (vi) of Section 2.04(e); provided that anything
in such clauses to the contrary notwithstanding, the Borrower may have a claim against any L/C Issuer, and any L/C Issuer may
be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential
or punitive damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct
or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of
a Letter of Credit (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing,
the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity
or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.


 






    78


     


    

 


(g)          Cash
Collateral. Upon the request of the Administrative Agent or the relevant L/C Issuer, (i) if the relevant L/C Issuer has honored
any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly
undrawn, the Borrower shall, within three Business Days, Cash Collateralize the then Outstanding Amount of all L/C Obligations
(in an amount equal to 103% of such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit
Expiration Date, as the case may be) or, in the case of clause (ii), provide a back-to-back letter of credit in a face
amount at least equal to 103% of the then undrawn amount of such Letter of Credit from an issuer and in form and substance reasonably
satisfactory to the relevant L/C Issuer. For purposes hereof, “Cash Collateralize” means to pledge and deposit
with or deliver to the Administrative Agent, or its designee, for the benefit of the relevant L/C Issuer and the Lenders, as collateral
for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in
form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby
consented to by the Lenders). Derivatives of such term have corresponding meanings. Cash Collateral shall be maintained in a Cash
Collateral Account. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any
right or claim of any Person other than rights or claims of the Administrative Agent arising by operation of law or that the total
amount of such funds is less than 103% of the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith
upon demand by the Administrative Agent, pay to the Administrative Agent, as additional 103% of funds to be deposited and held
in the Cash Collateral Account, an amount equal to the excess of (A) such aggregate Outstanding Amount over (B) the total amount
of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right
and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied,
to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral
exceeds 103% of the aggregate Outstanding Amount of all L/C Obligations and so long as no Event of Default has occurred and is
continuing, the excess shall be refunded to the Borrower.


 


(h)          Applicability
of ISP98 and UCP. Unless otherwise expressly agreed by the relevant L/C Issuer and the Borrower when a Letter of Credit is
issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking
Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter
of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International
Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit and on an exception basis only, shall
apply to certain standby Letters of Credit as may be required by local law or statute.


 


(i)           Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Initial Revolving Credit Lender
in accordance with its Pro Rata Share a Letter of Credit fee (each an “L/C Fee”) for each Letter of Credit
issued for the account of the Borrower equal to the Applicable Margin times the daily maximum amount then available to be drawn
under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum
amount increases periodically pursuant to the terms of such Letter of Credit). Such letter of credit fees shall be computed on
a quarterly basis in arrears. Such letter of credit fees shall be due and payable on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter
of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Margin during any quarter, the daily
maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during
such quarter that such Applicable Margin was in effect.


 






    79


     


    

 


(j)           Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to each L/C Issuer for its
own account, in Dollars, a fronting fee with respect to each Letter of Credit issued by such L/C Issuer for the account of the
Borrower in an amount equal to 0.125% per annum of the daily maximum amount then available to be drawn under such Letter of Credit
(whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically
pursuant to the terms of such Letter of Credit). Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting
fees shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first
such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.
In addition, the Borrower shall pay directly to each L/C Issuer for its own account, in Dollars, the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as
from time to time in effect. Such customary fees and standard costs and charges are due and payable within five Business Days
of invoice and are nonrefundable.


 


(k)          Conflict
with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.


 


(l)           Defaulting
Lenders. This Section 2.04 shall be subject to the applicable provisions of Section 2.17 in the event any Initial
Revolving Credit Lender becomes a Defaulting Lender.


 


(m)         Provisions
Related to Extended Revolving Credit Commitments. If the maturity date in respect of any tranche of Initial Revolving Credit
Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit
Commitments in respect of which the maturity date shall not have occurred are then in effect and which the Revolving Credit Lenders
thereunder have agreed to participate in the L/C Obligations, (x) the outstanding Initial Revolving Credit Loans shall be repaid
pursuant to Section 2.09 on such maturity date to the extent and in an amount sufficient to permit the reallocation of
the Outstanding Amount of L/C Obligations relating to the outstanding Letters of Credit contemplated by clause (y) below and (y)
such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving
Credit Lenders to purchase participations therein and to make payments in respect thereof pursuant to Section 2.04(c)) under (and
ratably participated in by the applicable Revolving Credit Lenders pursuant to) the Revolving Credit Commitments in respect of
such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the Revolving Credit Commitments
in respect of such nonterminating tranches at such time (it being understood that (1) the participations therein of Initial Revolving
Credit Lenders under the maturing tranche shall be correspondingly released and (2) no partial face amount of any Letter of Credit
may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), but without
limiting the obligations with respect thereto, the Borrower shall provide a backstop letter of credit or Cash Collateral with
respect to any such Letter of Credit in a manner reasonably satisfactory to the applicable L/C Issuer. If, for any reason, such
backstop letter of credit or Cash Collateral is not provided, or the reallocation does not occur, the Initial Revolving Credit
Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit;
provided that, notwithstanding anything to the contrary contained herein, upon any subsequent repayment of the Initial
Revolving Credit Loans, the reallocation set forth in clause (i) shall automatically and concurrently occur to the extent
of such repayment (it being understood that no partial face amount of any Letter of Credit may be so reallocated). Except to the
extent of reallocations of participations pursuant to clause (i) of this Section 2.04(m), the occurrence of a maturity
date with respect to the Initial Revolving Credit Commitments shall have no effect upon (and shall not diminish) the percentage
participations of the Initial Revolving Credit Lenders in any Letter of Credit issued before such maturity date. Commencing with
the maturity date of the Initial Revolving Credit Commitments, the Letter of Credit Sublimit under any tranche of Revolving Credit
Commitments that has not so then matured shall be as agreed by the Borrower with such Revolving Credit Lenders; provided
that in no event shall such sublimit be less than the sum of (x) the Outstanding Amount of L/C Obligations with respect to the
Revolving Credit Lenders under such extended tranche immediately prior to such maturity date and (y) the face amount of the Letters
of Credit reallocated to such tranche of Revolving Credit Commitments pursuant to clause (i) of this Section 2.04(m)
(assuming Initial Revolving Credit Loans are repaid in accordance with clause (i)(x)).


 






    80


     


    

 


(n)          L/C
Issuer Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in
addition to its notification obligations set forth elsewhere in this Section 2.04, provide the Administrative Agent a Letter
of Credit Report, as follows: (i) reasonably prior to the time that such L/C Issuer issues, amends, renews, increases or extends
a Letter of Credit, the date of such issuance, amendment, renewal, increase or extension and the stated amount of the Letters
of Credit issued by such L/C Issuer after giving effect to such issuance, amendment, renewal or extension (and whether the amounts
thereof shall have changed); (ii) on each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit,
the date and amount of such payment; (iii) on any Business Day on which the Borrower fails to reimburse a payment made pursuant
to a Letter of Credit required to be reimbursed to such L/C Issuer on such day, the date of such failure and the amount of such
payment; (iv) on any Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters
of Credit issued by such L/C Issuer; and (v) for so long as any Letter of Credit issued by such L/C Issuer is outstanding, such
L/C Issuer shall deliver to the Administrative Agent (A) on the last Business Day of each calendar month, (B) at all other times
a Letter of Credit Report is required to be delivered pursuant to this Agreement, and (C) on each date that (1) a L/C Credit Extension
occurs, or (2) there is any expiration, cancellation and/or disbursement, in each case, with respect to any such Letter of Credit,
a Letter of Credit Report appropriately completed with the information for every outstanding Letter of Credit issued by such L/C
Issuer.


 


Section 2.05.       [Reserved].


 






    81


     


    

 


Section 2.06.       Prepayments.
(a) Optional. (i) The Borrower may, upon written notice from the Borrower to the Administrative Agent, at any time or from
time to time, voluntarily prepay the Term Loans of any Class or Class and/or Revolving Credit Loans of any Class or Class in whole
or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later
than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Revolving Credit Loans denominated
in Dollars, (2) three Business Days prior to any date of prepayment of Eurocurrency Rate Term Loans, denominated in Dollars, (3)
four Business Days (or five Business Days in the case of a Special Notice Currency) prior to any date of prepayment of Eurocurrency
Rate Loans denominated in an Alternate Currency and (4) one Business Day prior to the date of prepayment of Base Rate Loans; (B)
any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000
in excess thereof; (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof (or, the same numerical number with respect to the applicable Alternate Currency in the case of any prepayment
of Loans denominated in an Alternate Currency) or, in each case, if less, the entire principal amount thereof then outstanding.
Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The
Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such
Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency
Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section
3.07. Each prepayment of the Loans pursuant to this Section 2.06(a) shall be applied among the Facilities, Classes
and/or Class in such amounts as the Borrower may direct in its sole discretion and in the absence of such direction, any such
prepayment shall be applied in direct order of maturity. Each prepayment in respect of a particular Facility shall be paid to
the Appropriate Lenders in accordance with their respective Pro Rata Shares.


 


(ii)        [Reserved].




 


(iii)       [Reserved].




 


(iv)       Notwithstanding
anything to the contrary contained in this Agreement, any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(iii)
may be conditioned upon the effectiveness of 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.


 


(v)        [Reserved].




 


(vi)       In
the event that, on or prior to the date that is 12 months after the Closing Date, the Borrower (x) prepays, repays, refinances,
substitutes or replaces any Initial Term Loans in connection with a Repricing Event (including, for the avoidance of doubt, any
prepayment made pursuant to Section 2.06(b)(ii) that constitutes a Repricing Event) or (y) effects any amendment, modification
or waiver of, or consent under, this Agreement resulting in a Repricing Event, the Borrower shall pay to the Administrative Agent
for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate
principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause
(y), a fee equal to 1.00% of the aggregate principal amount of the Initial Term Loans that are the subject of such Repricing Event
outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing
Event; provided, however, that for the avoidance of doubt, in the case of the exercise by the Borrower of its rights under
Section 11.01(f) in connection with a Repricing Event effected through an amendment, the prepayment premium described in
the immediately preceding clause (I) shall be payable to any Lender replaced or repaid pursuant to Section 11.01(f) (and
not any Person who replaces such Lender) in respect of the Initial Term Loans assigned pursuant to Section 11.01(f) immediately
prior to such Repricing Event.


 






    82


     


    

 


(b)         Mandatory.


 


(i)          (A)
If (1) any Prepayment Asset Sale occurs or (2) any Casualty Event occurs, which in the aggregate results in the realization or
receipt by any Restricted Company of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is
five Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Initial
Term Loans in an amount equal to 100% of all Net Cash Proceeds received (the “Applicable Asset Sale Proceeds”);
provided that (x) no such prepayment shall be required pursuant to this Section 2.06(b)(i)(A) if, on or prior to
such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest all or a portion
of such Net Cash Proceeds in accordance with Section 2.06(b)(i)(B) and (y) if at the time that any such prepayment would
be required, the Borrower is required to offer to repurchase any Indebtedness outstanding at such time that is secured by a Lien
on the Collateral ranking pari passu with the Lien securing the Initial Term Loans pursuant to the terms of the documentation
governing such Indebtedness with the Net Cash Proceeds of such Disposition or Casualty Event (such Indebtedness required to be
offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower, at its election, may apply
the Applicable Asset Sale Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount
of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Net Cash Proceeds so received to the prepayment
of such Other Applicable Indebtedness; provided, further, that (x) the portion of the Applicable Asset Sale Proceeds (but
not the other Net Cash Proceeds received) allocated to the Other Applicable Indebtedness shall not exceed the amount of Applicable
Asset Sale Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining
amount, if any, of such Net Cash Proceeds shall be allocated to the Initial Term Loans in accordance with the terms hereof to
the prepayment of the Initial Term Loans and the amount of prepayment of the Initial Term Loans that would have otherwise been
required pursuant to this Section 2.05(b)(i) shall be reduced accordingly and (y) to the extent the holders of Other Applicable
Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within
ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof;


 


(B)       With
respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event required to be applied
in accordance with Section 2.06(b)(i)(A), at the option of the Borrower, the Borrower may reinvest all or any portion of
such Net Cash Proceeds in the acquisition, improvement or maintenance of assets useful in the operations of the Restricted Companies
and/or to fund Permitted Acquisitions or permitted Investments within (x) 12 months following receipt of such Net Cash Proceeds
or (y) if the Borrower enters into a contract to reinvest such Net Cash Proceeds within such 12 month period following receipt
thereof, 18 months following receipt of such Net Cash Proceeds; provided that if any Net Cash Proceeds are no longer intended
to be so reinvested at any time after delivery of a notice of reinvestment election or are not so reinvested during such 12 month
period or 18 month period, as applicable, an amount equal to any such Net Cash Proceeds shall within ten Business Days be applied
to the prepayment of the Initial Term Loans as set forth in this Section 2.06.


 


(ii)         If
any Restricted Company incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section
7.03 (other than Refinancing Indebtedness which shall be treated in accordance with Section 2.19), the Borrower
shall cause to be prepaid an aggregate principal amount of Initial Term Loans in an amount equal to 100% of all Net Cash Proceeds
received therefrom on or prior to the date which is five Business Days after the receipt of such Net Cash Proceeds.


 






    83


     


    

 


(iii)        Within
fifteen (15) Business Days after financial statements have been or are required to be delivered pursuant to Section 6.01(a)
and the related Compliance Certificate has been or is required to be delivered pursuant to Section 6.02(a) for the
relevant Excess Cash Flow Period, the Borrower shall cause to be prepaid an aggregate principal amount of the Initial Term Loans
and any other Term Loans then subject to ratable prepayment requirements in accordance with Section 2.06(b)(iv) in an amount
equal to the Excess Cash Flow Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial
statements minus the sum of (1) the amount of any voluntary prepayments of the Term Loans and any other prepayments of Incremental
Equivalent Debt and/or other Indebtedness secured by Liens on the Collateral on a pari passu or senior basis with the Liens on
the Collateral securing the Initial Term Loans during the Excess Cash Flow Period covered by such financial statements and after
the end of such Excess Cash Flow Period and prior to the fifteenth Business Day after the financial statements are required to
be delivered pursuant to Section 6.01(a) (including in connection with debt buybacks made by the Borrower in an amount
equal to the discounted amount actually paid in respect thereof pursuant to Section 2.06(d), Section 10.07 and/or otherwise,
and/or the application of yank-a-bank provisions that result in a reduction of such Loans), (2) solely to the extent the Revolving
Credit Commitments (or revolving commitments, as applicable) are reduced in connection therewith (and solely to the extent of
the amount of such reduction), the amount of any prepayments of the Revolving Credit Loans and/or other revolving indebtedness
secured by Liens on the Collateral on a pari passu or senior basis to the Liens on the Collateral securing the Initial Term Loans
during the Excess Cash Flow Period covered by such financial statements and after the end of such Excess Cash Flow Period and
prior to the fifteenth Business Day after the financial statements are required to be delivered pursuant to Section 6.01(a),
except, in the case of each of clause (1) and (2), to the extent such prepayments were financed with the proceeds of long-term
Indebtedness (other than revolving debt) and (3) the aggregate amount of Revolving Credit Loans borrowed to fund additional upfront
fees or OID required by the terms of the “market flex” provisions of the Arranger Fee Letter (the amount of Excess
Cash Flow required to be prepaid hereunder, the “Applicable ECF Proceeds”); provided that, (x) if at
the time that any such prepayment would be required, the Borrower is required to offer to repurchase any Other Applicable Indebtedness,
then the Borrower, at its election, may apply the Applicable ECF Proceeds on a pro rata basis (determined on the basis of the
aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) and the remaining Excess
Cash Flow so received to the prepayment of such Other Applicable Indebtedness and (y) such Applicable ECF Proceeds (calculated
without giving effect to clause (x) above) shall only be required to be prepaid under this Section 2.06(b)(iii)
if (and only to the extent) in excess of the Excess Cash Flow Threshold.


 


(iv)       Except
as otherwise provided in any Incremental Joinder, Refinancing Amendment or Extension Amendment, in each case with respect to the
Class or Classes of Term Loans covered thereby, each prepayment of Term Loans pursuant to this Section 2.06(b) shall be applied
in a manner as directed by the Borrower among any Class or Classes of Term Loans, and without any such direction, ratably to each
Class of the Term Loans (based on the amount of outstanding principal) and in direct order of maturities to the principal repayment
installments of the Term Loans that are due after the date of such prepayment; provided that, the Borrower may not direct
any mandatory prepayments under one Class or Class of Term Loans to a later maturing Class or Classes of Term Loans. Each such
prepayment shall be paid to the Term Lenders in accordance with their respective Pro Rata Shares.


 


(v)        The
Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Initial Term Loans required to be made
pursuant to this Section 2.06(b) by 2:00 pm at least (A) in the case of the prepayment of Initial Term Loans which are
Base Rate Loans, three Business Day and (B) in the case of prepayments of Initial Term Loans which are Eurocurrency Rate Loans,
three Business Days, in each case prior to the date of such prepayment. Each such notice shall specify the date of such prepayment
and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify
each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata
Share of the prepayment.


 






    84


     


    

 


(vi)       In
the event that on any Revaluation Date (after giving effect to the determination of the Total Revolving Outstandings with respect
to the applicable Revolving Credit Facility) the Total Revolving Outstandings with respect to such Revolving Credit Facility exceeds
an amount equal to 105% of the total Revolving Credit Commitments under such Revolving Credit Facility, the Borrower shall, within
two Business Days of receipt of notice from the Administrative Agent, prepay the Revolving Credit Loans and/or reduce L/C Obligations
(in each case, taking the Dollar Equivalent of any amounts in an Alternate Currency), in an aggregate amount sufficient to reduce
such Total Revolving Outstandings as of the date of such payment to an amount not to exceed 100% of the total Revolving Credit
Commitment then in effect with respect to such Revolving Credit Facility by taking any of the following actions as it shall determine
at its sole discretion: (I) prepayment of Revolving Credit Loans in accordance with Section 2.06, (II) with respect to
such excess L/C Obligations, deposit of Cash in a Cash Collateral Account or “backstopping” or replacement of such
Letters of Credit, in each case, in an amount equal to 103% of such excess L/C Obligations (minus the amount then on deposit in
the Cash Collateral Account).


 


(vii)      [Reserved].




 


(viii)     Notwithstanding
any other provisions of Section 2.06(b), to the extent any or all of the Net Cash Proceeds of any Disposition of property
or assets by a Non-U.S. Subsidiary (a “Foreign Asset Sale”), the Net Cash Proceeds of any Casualty Event received
by a Non-U.S. Subsidiary (a “Foreign Recovery Event”), or Excess Cash Flow attributable to Non-U.S. Subsidiaries
are prohibited or delayed by any applicable Law (including, without limitation, capital maintenance, financial assistance, corporate
benefit or other restrictions (including as to lack of distributable reserves) on up streaming of cash intragroup and the fiduciary
and statutory duties of the management of the relevant members of the relevant Non-U.S. Subsidiary giving rise to any risk of
personal liability, including any civil or criminal liability) from being repatriated to or passed on to or used for the benefit
of the Borrower, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay
the Initial Term Loans at the times provided in Section 2.06(b) but may be retained by the applicable Non-U.S. Subsidiary
so long, but only so long, as the applicable Law will not permit repatriation or the passing on to or otherwise using for the
benefit of the Borrower (the Borrower hereby agreeing to use (or cause the applicable Non-U.S. Subsidiary to use) all commercially
reasonable efforts to promptly overcome or eliminate any such restrictions on repatriation, passing on or other use for the benefit
of the Borrower and/or use the other cash sources of the Borrower and the Restricted Subsidiaries to make the relevant prepayment)
and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable Law,
such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be applied promptly
(and in any event not later than two Business Days after such repatriation) (net of additional Taxes payable or reserved against
as a result thereof) to the prepayment of the Initial Term Loans pursuant to Section 2.06(b). In addition, notwithstanding
any other provision of Section 2.06(b), no prepayment relating to (i) any Net Cash Proceeds of any Foreign Asset Sale,
(ii) Net Cash Proceeds of any Foreign Recovery Event or (iii) Excess Cash Flow attributable to Non-U.S. Subsidiaries shall be
required to be made by Borrower and the Restricted Subsidiaries to the extent there could reasonably be expected to be material
adverse tax consequences (taking into account any applicable foreign tax credit or other similar tax benefit actually received
in connection with such prepayment) to Holdings (or such other direct or indirect parent entity of Holdings) or its subsidiaries
as reasonably determined by the Borrower in consultation with the Administrative Agent; provided that, once such material adverse
tax consequences no longer exist, Borrower and the Restricted Subsidiaries shall make the relevant payment otherwise required
by this Section 2.06(b).


 


(ix)        Notwithstanding
the foregoing, each Term Lender shall have the right to reject its applicable percentage of any mandatory prepayment of the Term
Loans pursuant to Section 2.06(b)(i) and (ii) (each such Lender, a “Rejecting Lender”) by providing
written notice of such to the Administrative Agent no later than 2:00 p.m. one Business Day prior to the date of such mandatory
prepayment (if any Term Lender fails to provide such notice, they shall be deemed to have accepted their applicable percentage
of such mandatory repayment), in which case the amounts so rejected may be retained by the Borrower (the aggregate amount of such
proceeds so rejected as of any date of determination, the “Declined Proceeds”).


 






    85


     


    

 


(c)          Funding
Losses, Etc. All prepayments under this Section 2.06 shall be made together with, in the case of any such prepayment of a
Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such
Eurocurrency Rate Loan pursuant to Section 3.07. Notwithstanding any of the other provisions of Section 2.06(b),
so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required
to be made under Section 2.06(b), other than on the last day of the Interest Period therefor, the Borrower may, in its
sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account
until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action
by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance
with Section 2.06(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent
shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such
amount to the prepayment of the outstanding Loans in accordance with Section 2.06(b).


 


(d)         Discounted
Voluntary Prepayments.


 


(i)          Notwithstanding
anything to the contrary set forth in this Agreement or any other Loan Document, the Borrower shall have the right at any time
and from time to time to prepay one or more Classes of Term Loans to the Lenders at a discount to the par value of such Loans
and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described
in this Section 2.06(d), provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such
Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of such Class on
a pro rata basis, (C) after giving effect to the Discounted Voluntary Prepayment, the aggregate Outstanding Amount of all Term
Loans that are held by Sponsor Affiliated Lenders (other than Affiliated Debt Funds) shall not exceed 25.0% of the aggregate Outstanding
Amount of the Term Loans then outstanding and (D) the Borrower shall deliver to the Administrative Agent, together with each Discounted
Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Specified Event of Default
has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions
to such Discounted Voluntary Prepayment contained in this Section 2.06(d) has been satisfied and (3) specifying the aggregate
principal amount of Term Loans of any Class offered to be prepaid pursuant to such Discounted Voluntary Prepayment.


 


(ii)         To
the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Administrative
Agent substantially in the form of Exhibit I-1 hereto (each, a “Discounted Prepayment Option Notice”)
that the Borrower desires to prepay Term Loans of one or more specified Classes in an aggregate principal amount specified therein
by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value
of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $2,500,000 (or,
the same numerical number with respect to the applicable Alternate Currency in the case any Loans denominated in an Alternate
Currency). The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment
(A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage)
selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal
amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to
indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least three (3) Business
Days from and including the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).


 






    86


     


    

 


(iii)        Upon
receipt of a Discounted Prepayment Option Notice, the Administrative Agent shall promptly notify each applicable Lender thereof.
On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit I-2
hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum discount to par
(the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of
20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject
to rounding requirements specified by the Administrative Agent) of the Term Loans to be prepaid held by such Lender with respect
to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”).
Based on the Acceptable Discounts and principal amounts of the Term Loans to be prepaid specified by the Lenders in the applicable
Lender Participation Notice, the Administrative Agent, in consultation with the Borrower, shall determine the applicable discount
for such Term Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage
specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.06(d)(ii)) for the Discounted
Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which the Borrower can pay the Proposed Discounted Prepayment
Amount in full (determined by adding the Outstanding Amount of Offered Loans commencing with the Offered Loans with the highest
Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in
full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that
is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the
Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans to be prepaid whose Lender Participation
Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted
Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount.


 


(iv)       The
Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans to be prepaid (or the respective portions
thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to
or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount, provided that if the
aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount
of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying
the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective
principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate
proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount
of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying
the Applicable Discount, the Borrower shall prepay all Qualifying Loans.


 






    87


     


    

 


(v)        Each
Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the
Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount
and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.04), upon irrevocable written notice
substantially in the form of Exhibit I-3 hereto (each a “Discounted Voluntary Prepayment Notice”), delivered
to the Administrative Agent no later than 1:00 p.m., New York City time, three (3) Business Days prior to the date of such Discounted
Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable
Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment Notice, the Administrative
Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified
in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans,
on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the
amount prepaid. The par principal amount of each Discounted Voluntary Prepayment of a Term Loan shall be applied ratably to reduce
the remaining installments of such Class of Term Loans (as applicable).


 


(vi)       To
the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to procedures
(including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance
with Section 2.06(d)(ii) above) established by the Administrative Agent and the Borrower, each acting reasonably.


 


(vii)      Prior
to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Administrative Agent, the Borrower
may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice
and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation
Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of
such Lender Participation Notice.


 


(viii)     Nothing
in this Section 2.06(d) shall require the Borrower to undertake any Discounted Voluntary Prepayment.


 


(ix)        Notwithstanding
anything herein to the contrary, the Administrative Agent shall be under no obligation to act as manager for any Discounted Voluntary
Prepayment.


 






    88


     


    

 


Section 2.07.       Termination
or Reduction of Commitments. (a) Optional. The Borrower may, upon written notice to the Administrative Agent, terminate
the aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments
of any Class; provided that (i) any such notice shall be received by the Administrative Agent three Business Days prior
to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount (A) of $500,000 or any
whole multiple of $100,000 in excess thereof or (B) equal to the Aggregate Revolving Credit Commitments, at such time, (iii) if,
after giving effect to any reduction of the Aggregate Revolving Credit Commitments or the Letter of Credit Sublimit exceeds the
amount of the Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess
and (iv) the Borrower may not reduce Revolving Credit Commitments under one Class prior to any reduction under an earlier maturing
Class of Revolving Credit Commitments. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of reduction
or termination of the Aggregate Revolving Credit Commitments if such reduction or termination would have resulted from a refinancing
of all or any part of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.


 


(b)          Mandatory.
The Initial Term Commitment of each Initial Term Lender shall be automatically and permanently reduced to $0 on the Closing Date
upon the making of the Initial Term Loans in accordance with Section 2.01. The Revolving Credit Commitments shall be automatically
and permanently reduced to $0 on the Initial Revolver Maturity Date applicable to such Class.


 


(c)          Application
of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or
reduction of unused portions of the Letter of Credit Sublimit or the unused Commitments of any Class or Class under this Section
2.07. Upon any reduction of unused Commitments of any Class or Class, the Commitment of each Lender of such Class or Class
shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination
of the Commitment of any Lender as provided in Section 3.09). All Commitment Fees accrued until the effective date of any
termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.


 


Section 2.08.        Repayment
of Loans.


 


(a)          [Reserved].




 


(b)          Initial
Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Initial Term Lenders: (A)
on or prior to the last Business Day of each March, June, September and December that occurs prior to the Initial Term Loan Maturity
Date, an aggregate amount equal to the Applicable Amortization Percentage of the initial aggregate principal amount of all Initial
Term Loans made on the Closing Date, with the first such payment to be made on the last Business Day of the first full calendar
quarter ending after the Closing Date and (B) on the Initial Term Loan Maturity Date, an aggregate amount equal to the aggregate
principal amount of all Initial Term Loans outstanding on such date.


 


(c)          Revolving
Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the applicable Revolving Credit
Lenders of any Class on the Maturity Date applicable to such Class of the aggregate principal amount of all of its Revolving Credit
Loans of such Class outstanding on such date.


 


Section 2.09.        Interest.


 


(a)          Subject to the provisions of Section 2.09(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Loan Notice plus
the Applicable Margin and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin.


 


(b)          While
any Specified Event of Default exists, the Borrower shall pay interest on all overdue Obligations hereunder (regarding which all
applicable grace periods set forth in Section 8.01 have expired) at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be due and payable upon demand.


 






    89


     


    

 



 


 


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


 


Section 2.10.   Fees.
In addition to certain fees described in Section 2.04(i) and 2.04(j):


 


(a)            [Reserved].




 


(b)           Commitment
Fee for Initial Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent a commitment fee (the “Commitment
Fee”) for the account of each Initial Revolving Credit Lender (other than any Defaulting Lender) in accordance with
its Pro Rata Share of the Initial Revolving Credit Facility, in Dollars equal to the Applicable Margin times the actual daily
amount by which the aggregate Initial Revolving Credit Commitments exceed the sum of (A) the Outstanding Amount of Initial Revolving
Credit Loans, and (B) the Outstanding Amount of L/C Obligations. The Commitment Fee shall accrue at all times from the Closing
Date until the date on which the aggregate Initial Revolving Credit Commitments have terminated, the Outstanding Amounts on all
Initial Revolving Credit Loans have been paid and the Outstanding Amounts on all L/C Obligations have been paid or Cash Collateralized
(the “Initial Revolving Termination Date”), including at any time during which one or more of the conditions
in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September
and December, commencing with the first such date to occur after the Closing Date, and on the Initial Revolving Termination Date.
The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter
that such Applicable Margin was in effect.


 


(c)           Other
Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and
at the times so specified.


 


Section 2.11.   Computation
of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime
rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more
fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan
for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or
such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section
2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall
be conclusive and binding for all purposes, absent manifest error.


 


Section 2.12.   Evidence
of Indebtedness. Upon the request of any Lender to the Borrower, the Borrower shall execute and deliver to such Lender a Note
payable to such Lender and its registered assigns, which shall evidence such Lender’s Loans to the Borrower. Each Lender
may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments
with respect thereto.


 


Section 2.13.    Payments
Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be
made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00
p.m.) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other
applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending
Office. All payments received by the Administrative Agent after 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.)
may, in the discretion of the Administrative Agent, be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue.


 






    90


     


    

 


(b)           Unless
the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to
the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative
Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be
so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent
that such payment was not in fact made to the Administrative Agent in immediately available funds, then:


 


(i)     
if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion
of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon
in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to
the date such amount is repaid to the Administrative Agent in Same Day Funds at the Overnight Rate; and


 


(ii)     if
any Lender failed to make such payment with respect to any Borrowing, such Lender shall forthwith on demand pay to the Administrative
Agent the amount thereof in Same Day Funds together with interest thereon for the period from the date such amount was made available
by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation
Period”) at a rate per annum equal to the Overnight Rate. When such Lender makes payment to the Administrative Agent
(together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued
and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing.
If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent
may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with
interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing.
Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights
which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.


 


A notice of the Administrative
Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.13(b) shall be conclusive, absent manifest
error.


 


(c)           
If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions
to the applicable Credit Extension set forth in Article 4 are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.


 






    91


     


    

 








(d)          The
obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit are several and not joint.
The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve
any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of
any other Lender to so make its Loan or purchase its participation.


 


(e)           Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute
a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.


 


(f)           Whenever
any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay
in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the
other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative
Agent and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application
to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents
do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to,
elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (i)
the Outstanding Amount of all Loans outstanding at such time and (ii) the Outstanding Amount of all L/C Obligations outstanding
at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.


 


(g)          
If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c), 2.04(d), 2.05(c)
or 9.07 (or if the Borrower shall have paid any amount or posted any cash collateral in respect of such Lender’s Pro
Rata Share of L/C Obligations pursuant to Section 2.17(c)(ii)), then notwithstanding any contrary provision hereof, with
respect to any amounts thereafter received by the Administrative Agent for the account of such Lender, the Administrative Agent
(i) shall apply such amounts (A) first, for the benefit of the Administrative Agent or the L/C Issuer to satisfy such Lender’s
obligations to it under such Section until all such unsatisfied obligations are fully paid, and (B) second, unless an Event of
Default has occurred and is continuing, to reimburse the Borrower for any cash collateral posted by the Borrower until the Borrower
is fully reimbursed, and (ii) thereafter, may, in its sole discretion, hold any such remaining amounts in a segregated account
as cash collateral for, and application to, any future funding obligations of such Lender under any such Section; provided
any amounts held pursuant to clause (ii) hereof shall be released to such Lender upon the earlier of (x) the date on
which any of the actions described in Section 8.02(a), 8.02(b) or 8.02(c) or the proviso to Section 8.02 shall have
been taken or occurred and (y) the Initial Revolver Maturity Date.


 


Section 2.14.   Sharing
of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by
it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of
any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender
shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations
in the Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them, as the case may
be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations,
as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender under any of the circumstances described in Section 11.06 (including pursuant to any
settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each
other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying
Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to
(ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing
Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing
a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including
the right of setoff, but subject to Section 11.10) with respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive
and binding in the absence of manifest error) of participations purchased under this Section 2.14 and will in each case
notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section
2.14 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications
under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender
were the original owner of the Obligations purchased.


 






    92


     


    

 





Section
2.15.    [Reserved].


 


Section
2.16.    Increase in Commitments.


 


(a)          
Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request: additional
Term Commitments and/or additional Revolving Credit Commitments (each, an “Incremental Facility”) denominated
in any currency agreed to by the lenders providing such Incremental Facility pursuant to any Incremental Joinder; provided
that after giving effect to any such addition, the aggregate amount of all additional Term Commitments and additional Revolving
Credit Commitments that have been added pursuant to this Section 2.16(a) shall not exceed the Incremental Cap. Each such addition
under this Section 2.16(a) shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess
thereof.


 


(b)           Any
loans made in respect of any such additional Term Commitments (the “Incremental Term Loans”) may be made, at
the option of the Borrower, either by (i) increasing the Initial Term Loans with the same terms (including pricing) as the existing
Initial Term Loans or (ii) creating a new tranche of terms loans (an “Incremental Term Loan Class”); provided
that any Incremental Term Loan Class (A)(x) in the case of any Incremental Term Loans that are secured by the Collateral on
a pari passu basis with the Initial Term Loans in right of payment and with respect to security, shall not mature prior
to the stated Maturity Date applicable to the latest maturing Class of Term Loans on the date of incurrence of such Incremental
Term Loans and (y) in the case of any Incremental Term Loans that are secured by a Lien that is junior to the Initial Term Loans
in right of payment or with respect to security or that are unsecured, shall not mature prior to the date that is ninety-one (91)
days following the stated Maturity Date applicable to the latest maturing Class of Term Loans on the date of incurrence of such
Incremental Term Loans, (B) the Weighted Average Life to Maturity of any Incremental Term Loan Class shall be no less than the
Weighted Average Life to Maturity of such latest maturing Class of Term Loans, (C) any Incremental Term Loans secured by the Collateral
on a pari passu basis with the Initial Term Loans in right of payment and with respect to security may share on a pro rata
basis or a less than pro rata basis (but not a greater than pro rata basis) in any mandatory or voluntary prepayments with the
then outstanding Term Loans and (D) any Incremental Term Loans that are secured by a Lien that is junior to the Initial Term Loans
in right of payment or with respect to security or that are unsecured may not share in any mandatory or voluntary prepayments
with the then outstanding Term Loans.


 


(c)           Any
such additional Revolving Credit Commitments may be made by (x) establishing one or more additional Classes of revolving credit
commitments (an “Incremental Revolving Facility”); provided the (i) final maturity date of any such Incremental
Revolving Facility shall be no earlier than the final maturity date of the Initial Revolving Credit Facility, (ii) such Incremental
Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the final maturity date
of the Initial Revolving Credit Facility and (iii) any Incremental Revolving Facility may participate on a pro rata basis or a
less than pro rata basis (but not a greater than pro basis) in any reduction or termination as compared to earlier maturing Revolving
Credit Commitments or (y) increasing any Class of Revolving Credit Commitments (the “Incremental Revolving Credit Commitments”)
with the same terms as such existing Class of Revolving Credit Commitments (it being understood that, if required to consummate
an Incremental Revolving Facility, the pricing, interest rate margins, rate floors and undrawn fees on the Revolving Facility
being increased may be increased for all Revolving Lenders of the Revolving Credit Facility being increased, but additional upfront
or similar fees may be payable to the Lenders participating in the Incremental Revolving Credit Commitments without any requirement
to pay such amounts to any existing Revolving Lenders).


 






    93


     


    




 


(d)           The
Borrower may invite any Lender or any additional Eligible Assignees to become Term Lenders or Revolving Credit Lenders, as applicable,
pursuant to a commitment increase and joinder agreement in form and substance reasonably satisfactory to the Administrative Agent
(each, an “Incremental Joinder”). No Lender will be obligated to provide all or any portion of any Incremental
Facility and the determination to provide such commitment shall be within the sole and absolute discretion of such Lender. Any
failure by a Lender to respond to any such invitation shall not be deemed an acceptance or agreement to provide such Incremental
Facility.


 


(e)            If
any Term Commitments or Revolving Credit Commitments are added in accordance with this Section 2.16, the Administrative
Agent and the Borrower shall determine the effective date (the “Incremental Effective Date”) and the final
allocations of such additional Commitments. The Administrative Agent shall promptly notify the Borrower and the lenders providing
such Incremental Facility of the final allocation thereof and the Incremental Effective Date. As a condition precedent to such
addition, before and after giving effect to such increase, (i) (A) the representations and warranties contained in Article
5 and the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty
that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects
as so qualified) on and as of the Incremental Effective Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date,
and (B) no Event of Default shall exist after giving effect to such addition; provided that notwithstanding anything to
the contrary in this Section 2.16 or in any other provisions of any Loan Document, if the proceeds of any Incremental Facility
are intended to be applied to finance a Limited Condition Transaction, at the option of the Borrower, (1) the conditions to the
Incremental Effective Date shall be subject to the LCT Provisions, (2) the only representations and warranties that will be required
to be true and correct in all material respects as of the applicable Incremental Effective Date shall be the Specified Representations
and (3) no Specified Event of Default shall exist on the Incremental Effective Date).


 





(f)           On
each Incremental Effective Date, (i) each Lender or Eligible Assignee which is providing an Incremental Term Loan Class (A) shall
become a “Term Lender” for all purposes of this Agreement and the other Loan Documents, and (B) shall make an Incremental
Term Loan to the Borrower in a principal amount equal to such additional Term Commitment, and such Incremental Term Loan shall
be deemed a “Term Loan” for all purposes of this Agreement and the other Loan Documents and (ii) each Lender or Eligible
Assignee which is providing an Incremental Revolving Credit Commitment shall become a “Revolving Credit Lender” for
all purposes of this Agreement and the other Loan Documents, with a Revolving Credit Commitment of the applicable Class.


 



    94


     


    

 





(g)          The
interest rate applicable to any Incremental Term Loans will be determined by the Borrower and the lenders providing such Incremental
Term Loans; provided that in the case of any such Incremental Term Loans secured by the Collateral on a pari passu
basis with the Initial Term Loans in right of payment and with respect to security, the All-In-Rate applicable thereto will not
be more than 0.50% per annum higher than the All-In-Rate in respect of the Initial Term Loans unless the Applicable Margin (and/or,
as provided in the proviso below, the Base Rate floor or Eurocurrency Rate floor) with respect to the Initial Term Loans is adjusted
to be equal to the All-In-Rate applicable to such Indebtedness, minus 0.50% per annum, provided that, unless otherwise
agreed by the Borrower in its sole discretion, that any increase in All-In-Rate to any Initial Term Loan due to the application
or imposition of an Base Rate floor or Eurocurrency Rate floor on any such Indebtedness shall be effected solely through an increase
in (or implementation of, as applicable) any Base Rate floor or Eurocurrency Rate floor applicable to such Initial Term Loan.


 


(h)          Any
Incremental Facility may be secured only by the Collateral (provided that, in the case of any Incremental Facility that
is funded into Escrow pursuant to customary escrow arrangements, such Incremental Facility may be secured by the applicable funds
and related assets held in Escrow (and the proceeds thereof) until the time of the release from Escrow of such funds (and may
not be secured by any other assets prior to such release)) and rank pari passu or junior with respect to security with the Facilities
(and if secured, subject to an Acceptable Intercreditor Agreement (which may be effective (or entered into) only immediately after
such release from Escrow referred to herein)) or may be unsecured, and will not be guaranteed by an entity which is not (or does
not become) a Loan Party.


 


(i)            Except
as otherwise specified above (including with respect to margin, pricing, maturity and/or fees), the other terms of any Incremental
Facility, shall be on terms and pursuant to documentation to be determined between the Borrower and the lenders providing such
Incremental Facility than the terms of this Agreement are to the Lenders; provided, that to the extent such terms and documentation
are more favorable to the lenders providing such Incremental Facility (except to the extent permitted by clauses (b), (c)
and (g) above), such terms shall be reasonably satisfactory to the Administrative Agent (except for covenants or other
provisions applicable only to the periods after the latest maturity date of all of the existing Facilities) (it being understood
that if any financial maintenance covenant is added for the benefit of (A) any Incremental Term Loan Class, such financial maintenance
covenant (except to the extent only applicable after the maturity date of the Initial Term Facility) may also be added for the
benefit of all of the Facilities or (B) any Incremental Revolving Credit Commitments, such financial maintenance covenant (except
to the extent only applicable after the maturity date of the Initial Revolving Credit Facility) may also added for the benefit
of the Initial Revolving Credit Facility; it being understood and agreed that in each such case of clauses (A) and (B),
no consent of any Lender shall be required in connection with any amendment adding such financial maintenance covenant and the
Administrative Agent hereby agrees to acknowledge such amendment as promptly as possible, and in any case, within three (3) Business
Days of written request by the Borrower; it being acknowledged and agreed by each Lender that the Administrative Agent, in its
capacity as such shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to the
fullest extent permitted by Law any claims with respect to such acknowledgment.


 


(j)           The
proceeds of any Incremental Facility may be used by the Borrower and its Subsidiaries for working capital and other general corporate
purposes, including the financing of permitted acquisitions and other Investments and any other use not prohibited by this Agreement.


 


Section 2.17.  Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Credit Lender becomes a Defaulting
Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 






    95


     


    

 














(a)           The
Commitment Fee shall cease to accrue on the unused portion of the Revolving Credit Commitments of such Defaulting Lender under
Section 2.10(b);


 


(b)           Any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise) or received by the Administrative Agent
from a Defaulting Lender pursuant to Section 11.10 shall be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer hereunder; third,
to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section
2.04(g) fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which
such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative
Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro
rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this
Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with
respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.04(g) sixth, to the payment of any
amounts owing to the Lenders or the L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any
Lender or the L/C Issuer 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 exists, to the payment of any amounts owing to the Borrower as a result of
any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of
any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such
Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied
or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on
a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until
such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance
with the Commitments hereunder without giving effect to Section 2.17(c)(i). 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 2.17(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto.


 


(c)            if
any L/C Obligations exist at the time any Revolving Credit Lender becomes a Defaulting Lender then:


 


(i)      all
or any part of the L/C Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders that are Revolving
Credit Lenders in accordance with their respective Pro Rata Shares of the L/C Obligations but only to the extent (A) no Event
of Default has occurred and is continuing at such time and (B) the sum of all non-Defaulting Lenders’ Revolving Outstandings
plus such Defaulting Lender’s Pro Rata Share of all L/C Obligations does not exceed the total of all non-Defaulting Lenders’
Revolving Credit Commitments;


 


(ii)      if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three
Business Days following notice by the Administrative Agent cash collateralize for the benefit of the L/C Issuer only the Borrower’s
obligations corresponding to such Defaulting Lender’s Pro Rata Share of all L/C Obligations (after giving effect to any
partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.04(g) for so
long as such Defaulting Lender’s Pro Rata Share of all L/C Obligations is outstanding;


 






    96


     


    

 


(iii)     if
the Borrower cash collateralizes any portion of such Defaulting Lender’s Pro Rata Share of all L/C Obligations pursuant
to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section
2.04(i) with respect to such Defaulting Lender’s Pro Rata Share of all L/C Obligations during the period such Defaulting
Lender’s Pro Rata Share of all L/C Obligations is cash collateralized;


 


(iv)     if
such Defaulting Lender’s Pro Rata Share of all L/C Obligations is reallocated to the non-Defaulting Lenders pursuant to
clause (i) above, then the fees payable to the non-Defaulting Lenders pursuant to Sections 2.04(i) and 2.10(b)
shall be adjusted in accordance with such non-Defaulting Lenders’ Pro Rata Shares; and


 


(v)      if
all or any portion of such Defaulting Lender’s Pro Rata Share of all L/C Obligations is neither reallocated nor cash collateralized
pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the L/C Issuer or any
other Lender hereunder, all facility fees and commitment fees that otherwise would have been payable to such Defaulting Lender
(solely with respect to the portion of such Defaulting Lender’s Revolving Credit Commitment that was utilized by such L/C
Obligations) and letter of credit fees payable under Section 2.04(i) with respect to such Defaulting Lender’s Pro Rata Share
of all L/C Obligations shall be payable to the L/C Issuer until and to the extent that such Defaulting Lender’s Pro Rata
Share of all L/C Obligations is reallocated and/or cash collateralized; and


 


(d)           so
long as any Revolving Credit Lender is a Defaulting Lender, the L/C Issuer shall not be required to issue, amend or increase any
Letter of Credit, unless they are satisfied (in their reasonable judgment) that the related exposure and the Defaulting Lender’s
then outstanding Pro Rata Share of all L/C Obligations will be 100% covered by the Revolving Credit Commitments of the non-Defaulting
Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(b), and participating interests
in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with
Section 2.17(c)(i) (and such Defaulting Lender shall not participate therein).


 


(e)           In
the event that each of the Administrative Agent, the Borrower and the L/C Issuers agrees that a Defaulting Lender has adequately
remedied all matters that caused such Lender to be a Defaulting Lender, then the Revolving Credit Lenders’ Pro Rata Shares
of the L/C Obligations shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on
such date such Lender shall purchase at par such of the Revolving Credit Loans of the other Lenders as the Administrative Agent
shall determine may be necessary in order for such Lender to hold such Revolving Credit Loans in accordance with its Pro Rata
Share, and such Lender shall cease to be a Defaulting Lender.


 


Section 2.18.    Extension
of Maturity Date.


 


(a)           Notwithstanding
anything to the contrary in this Agreement, pursuant to one (1) or more offers (each, an “Extension Offer”)
made from time to time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments
with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective
Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender,
the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained
in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans and/or all of
such Lender’s Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments
pursuant to the terms of the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such
Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect
of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a separate Class of
Term Loans from the Class of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute
a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted),
so long as the following terms are satisfied:


 






    97


     


    

 


(i)       [reserved];




 


(ii)
     except as to interest rates, fees and final maturity (which shall be determined by the Borrower
and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with
respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”;
and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall be a Revolving
Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to
existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that,
(x) subject to the provisions of Section 2.04(m) and Section 2.05(h) to the extent dealing with Letters of Credit
which mature or expire after a maturity date when a Class of Revolving Credit Commitments is extended such that there exists an
Extended Revolving Credit Commitments with a longer maturity date with respect to such original Class, all Letters of Credit of
the original Class shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments with
respect to such Class in accordance with their Pro Rata Share (and except as provided in Section 2.04(m) and Section
2.05(h), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore
incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended
Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving
Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments
of any Class of Revolving Credit Commitments) of Extended Revolving Loans after the applicable Extension date shall be made on
a pro rata basis with the original Class of Revolving Credit Commitments as to which such Extended Revolving Credit Commitments
relate and (z) at no time shall there be Revolving Credit Commitments hereunder that have more than three different maturity dates;


 


(iii)    except
as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments
(which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the
relevant Extension Offer), the other terms of the Term Loans of any Lender that agrees to an extension with respect to such Term
Loans extended pursuant to any Extension (any such Extended Term Loans, “Extended Term Loans”) shall, if not
substantially consistent with the terms of the applicable Term Loan Class prior to such Extension, be reasonably satisfactory
to the Administrative Agent (except for covenants or other provisions applicable only to the periods after the latest maturity
date of all of the existing Facilities; it being understood that, to the extent any financial maintenance covenant is added for
the benefit of (A) any Class of Extended Term Loans, such financial maintenance covenant (except to the extent only applicable
after the maturity date of the Initial Term Facility) may also be added for the benefit of all of the Facilities or (B) any Extended
Revolving Credit Commitments, such financial maintenance covenant (except to the extent only applicable after the maturity date
of the Initial Revolving Credit Facility) may also added for the benefit of the Initial Revolving Credit Facility; it being understood
and agreed that in each such case of clauses (A) and (B), no consent of any Lender shall be required in connection
with any amendment adding such financial maintenance covenant and the Administrative Agent hereby agrees to acknowledge such amendment
as promptly as possible, and in any case, within three (3) Business Days of written request by the Borrower; it being acknowledged
and agreed by each Lender that the Administrative Agent, in its capacity as such shall have no liability with respect to such
acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted by Law any claims with respect to such
acknowledgment;


 






    98


     


    

 


(iv)     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 Term Loans extended thereby;


 


(v)      any
Extended Term Loans (A) secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment
and with respect to security may share on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis)
in any mandatory or voluntary prepayments with the then outstanding Term Loans and (B) that are secured by a Lien that is junior
to the Initial Term Loans in right of payment or with respect to security or that are unsecured may not share in any mandatory
or voluntary prepayments with the then outstanding Term Loans;


 


(vi)    if
the aggregate principal amount of the Class of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments,
as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the
relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments of
such Class, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or
Revolving Credit Commitments of such Class, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case
may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual
holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such
Extension Offer,


 


(vii)  
  all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing;
and


 


(viii)
  any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and no Lender shall
be obligated to extend its Term Loans or Revolving Credit Commitments unless it so agrees.


 


(b)           With
respect to all Extensions consummated by the Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute
voluntary or mandatory payments or prepayments or commitment reductions for purposes of Sections 2.06, 2.07 or 2.08,
(ii) the amortization schedules (in so far as such schedule affects payments due to Lenders participating in the relevant Facility)
set forth in Section 2.08 shall be adjusted to give effect to the Extension of the relevant Facility and (iii) except as
set forth in clause (a)(vii) above, no Extension Offer is required to be in any minimum amount or any minimum increment;
provided that the Borrower may at its election specify as a condition (a “Minimum Extension
Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant
Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or Revolving Credit
Commitments (as applicable) of any or all applicable Class to be tendered. The Administrative Agent and the Lenders hereby consent
to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest,
fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set
forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections
2.06, 2.07 or 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other
transaction contemplated by this Section 2.18.


 






    99


     


    

 


(c)            No
consent of any Lender or the Administrative Agent 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 Term Loans and/or Revolving Credit Commitments (or a
portion thereof) and (B) with respect to any Extension of the Revolving Credit Commitments (or a portion thereof), the consent
of the L/C Issuer applicable to such Revolving Credit Commitment (if such L/C Issuer is being requested to issue letters of credit
with respect to the Class of Extended Revolving Credit Commitments), which consent shall not be unreasonably withheld or delayed.
All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations
under this Agreement and the other Loan Documents; provided that if such Indebtedness is secured by a Lien on the Collateral
that is junior to the Lien securing the Secured Obligations, it shall be subject to an Acceptable Intercreditor Agreement. The
Lenders hereby irrevocably authorize and direct the Administrative Agent to acknowledge amendments to this Agreement and the other
Loan Documents, which is entered into among the Borrower and the Lenders providing such Extension, as may be necessary in order
to establish new Classes or sub-Classes in respect of Revolving Credit Commitments or Term Loans so extended and such technical
amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection
with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.18, which
amendment shall be effective to amend this Agreement notwithstanding the provisions of Section 11.01, and the Administrative
Agent hereby agrees to (and is directed by each Lender to) acknowledge such amendment as promptly as possible, and in any case,
within three (3) Business Days of written request by the Borrower; it being acknowledged and agreed by each Lender that the Administrative
Agent, in its capacity as such shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably
waives to the fullest extent permitted by Law any claims with respect to such acknowledgment. In addition, if so provided in such
amendment and with the consent of the L/C Issuer, participants in Letters of Credit expiring on or after the latest maturity date
(but in no event later than the date that is five Business Days prior to the Initial Revolver Maturity Date) in respect of the
Revolving Credit Commitments shall be re-allocated from Lenders holding non-Extended Revolving Credit Commitments to Lenders holding
Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation
interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation
interests in respect of such Revolving Credit Commitments and the terms of such participation interests shall be adjusted accordingly.


 


(d)            In
connection with any Extension, the Borrower shall provide the Administrative Agent at least three Business Days’ (or such
shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures
(including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities
hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting
reasonably to accomplish the purposes of this Section 2.18; provided that, failure to give such notice shall in
no way affect the effectiveness of any amendment entered into to effectuate such Extension in accordance with this Section
2.18 The Loan Parties hereby expressly consent to any such Extension and agree and acknowledge that any security granted or
to be granted shall also cover and apply to such Extension.


 






    100


     


    

 





Section 2.19.    Refinancing
Amendments.


 


(a)            The
Borrower may, by written notice to the Administrative Agent from time to time, request Indebtedness in exchange for, or to extend,
renew, replace or refinance, in whole or in part, existing Term Loans or existing Revolving Credit Loans (or unused Revolving
Credit Commitments), or any then existing Credit Agreement Refinancing Indebtedness (solely for purposes of this Section 2.19,
 “Refinanced Debt”) in the form of (i) Refinancing Term Loans in respect of all or any portion of any Class
of Term Loans then outstanding under this Agreement or (ii) Refinancing Revolving Credit Commitments in respect of all or any
portion of any Revolving Credit Loans (and the unused Revolving Credit Commitments with respect to such Revolving Credit Loans)
then outstanding under this Agreement, in each case pursuant to a Refinancing Amendment (such Indebtedness, “Refinancing
Indebtedness”). Each written notice to the Administrative Agent requesting a Refinancing Amendment shall set forth (i)
the amount of the Refinancing Term Loans or Refinancing Revolving Credit Commitments being requested (which shall be in minimum
increments of $1,000,000 and a minimum amount of $5,000,000) and (ii) the date on which such Refinancing Term Loans or Refinancing
Revolving Credit Commitments are requested to become effective (which shall not be less than three Business Days (or such shorter
period as the Administrative Agent may reasonably agree) after the date of such notice); provided that, failure to give
such notice shall in no way affect the effectiveness of any amendment entered into to effectuate such Refinancing Indebtedness
in accordance with this Section 2.18. The Borrower may seek Refinancing Indebtedness from existing Lenders (each of which
shall be entitled to agree or decline to participate in its sole discretion) or any Person that is an Eligible Assignee (each
such Person that is not an existing Lender and that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness
pursuant to a Refinancing Amendment in accordance with this Section 2.19, an “Additional Refinancing Lender”).


 


(b)           Notwithstanding
the foregoing, the effectiveness of any Refinancing Amendment shall be subject to (i) on the date of effectiveness thereof, no
Event of Default shall have occurred and be continuing or shall be caused thereby, (ii) the terms of the applicable Refinancing
Indebtedness shall comply with Section 2.19(c), (iii) before and after giving effect to the incurrence of any Refinancing Indebtedness,
each of the conditions set forth in Section 4.02 shall be satisfied and (iv) except as otherwise specified in the applicable Refinancing
Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably
requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.01.


 






    101


     


    

 


(c)            Except
as otherwise specified below (including with respect to margin, pricing, maturity and/or fees), the other terms and conditions
of any Refinancing Indebtedness (excluding pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment
or redemption terms and provisions which shall be determined by the Borrower and the lenders thereunder) shall be on terms and
pursuant to documentation to be determined by the Borrower and the lenders providing such Refinancing Indebtedness; provided
that, to the extent not consistent with the terms of the applicable Facility being refinancing, such Refinancing Indebtedness
shall either (A) reflect market terms and conditions (taken as a whole) at the time of incurrence, issuance or effectiveness thereof
(as determined by the Borrower in good faith) or (B) not be materially more restrictive to Holdings and its Restricted Subsidiaries
(when taken as a whole) than the terms and conditions of this Agreement (when taken as a whole) (except, in each case of clauses
(A) and (B) above, for covenants and other provisions applicable only to periods after the latest maturity date of any Facility
remaining outstanding after giving effect to the incurrence or issuance of such Refinancing Indebtedness (it being understood
that, to the extent any more restrictive financial maintenance covenant is added for the benefit of (x) any Refinancing Term Loans,
such financial maintenance covenant shall also be added for the benefit of each Facility remaining outstanding after the incurrence
of such Refinancing Term Loans and (y) any Refinancing Revolving Credit Commitments, such financial maintenance covenant shall
also be added for the benefit of the Initial Revolving Credit Facility to the extent it remains outstanding after the incurrence
of such Refinancing Revolving Facility; it being understood and agreed that in each case, no consent of any Lender shall be required
in connection with adding such financial maintenance covenant; provided that (i) such Refinancing Indebtedness consisting
of Refinancing Term Loans shall have (A) a maturity date no earlier than (x) in the case of any such Refinancing Term Loans that
are secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to
security, the stated Maturity Date applicable to the latest maturing Class of Term Loans on the date of incurrence of such Refinancing
Term Loans and (y) in the case of any such Refinancing Term Loans that are secured by a Lien that is junior to the Initial Term
Loans in right of payment or with respect to security or that are unsecured, the date that is ninety-one (91) days following the
stated Maturity Date applicable to the latest maturing Class of Term Loans on the date of incurrence of such Refinancing Term
Loans and (B) a Weighted Average Life to Maturity equal to or greater than that of the Refinanced Debt, (ii) there shall be no
scheduled amortization of such Refinancing Indebtedness consisting of Refinancing Revolving Credit Commitments and the scheduled
termination date of such Refinancing Revolving Credit Commitments shall not be earlier than the scheduled termination date of
the Refinanced Debt, (iii) such Refinancing Indebtedness will rank pari passu or junior in right of payment and of security with
the applicable Refinanced Debt (and, if applicable, be subject to an Acceptable Intercreditor Agreement) or be unsecured (and
shall not be secured by any assets that are not Collateral), (iv) such Refinancing Indebtedness shall be guaranteed by the Guaranty
and shall not be guaranteed by any person that is not a Guarantor, (v) the interest rate margin, rate floors, fees, original issue
discount and premiums applicable to such Refinancing Indebtedness shall be determined by the Borrower and the lenders providing
such Refinancing Indebtedness, (vi) such Refinancing Indebtedness (including, if such Indebtedness includes any Refinancing Revolving
Credit Commitments, the unused portion of such Refinancing Revolving Credit Commitments) shall not have a greater principal amount
than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable fees
and expenses associated with the refinancing, and the aggregate unused Refinancing Revolving Credit Commitments shall not exceed
the unused Revolving Credit Commitments being replaced, (vii) such Refinanced Debt shall be repaid, defeased or satisfied and
discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be
paid, substantially concurrently with the incurrence of such Refinancing Indebtedness in accordance with the provisions of Section
2.13; provided, further, that to the extent that such Refinancing Indebtedness consists of Refinancing Revolving
Credit Commitments, the Revolving Credit Commitments being refinanced by such Refinancing Indebtedness shall be terminated, and
all accrued fees in connection therewith shall be paid, on the date such Refinancing Indebtedness is issued, incurred or obtained
and (viii) any such Refinancing Term Loans that are secured by the Collateral on a pari passu basis with the Initial Term
Loans in right of payment and with respect to security may share on a pro rata basis or a less than pro rata basis (but not a
greater than pro rata basis) in any mandatory or voluntary prepayments with the then outstanding Term Loans and any such Refinancing
Term Loans secured by a Lien that is junior to the Initial Term Loans in right of payment or with respect to security or that
are unsecured may not share in any mandatory or voluntary prepayments with the then outstanding Term Loans.


 






    102


     


    

 


(d)            In
connection with any Refinancing Indebtedness pursuant to this Section 2.19, the Borrower and each applicable Lender or
Additional Refinancing Lender shall execute and deliver to the Administrative Agent a Refinancing Amendment as may be necessary
or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section
2.19, including any amendments necessary to establish the Refinancing Term Loans and Refinancing Revolving Credit Commitments
as new Classes, Class or sub-Class of Term Loans or Revolving Credit Commitments and such other technical amendments as may be
necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each
case on terms not inconsistent with this Section 2.19. The Administrative Agent hereby agrees to (and is directed by each
Lender to) acknowledge such amendment as promptly as possible, and in any case, within three (3) Business Days of written request
by the Borrower; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such shall
have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted
by Law any claims with respect to such acknowledgment. The Administrative Agent shall promptly notify each Lender as to the effectiveness
of each Refinancing Amendment; provided that, failure to give such notice shall in no way affect the effectiveness of any
amendment entered into to effectuate such Extension in accordance with this Section 2.18. Each of the parties hereto hereby
agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent reasonably
necessary to reflect the existence and terms of the Refinancing Indebtedness incurred pursuant thereto.


 


ARTICLE 3


TAXES, INCREASED
COSTS AND ILLEGALITY


 


Section 3.01.    Taxes.
(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)       Any
and all payments by or on account of any obligation of the Borrower under any Loan Document or any Letters of Credit shall be
made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined
in the good faith discretion of the Administrative Agent or the Borrower) require the deduction or withholding of any Tax from
any such payment by the Administrative Agent or the Borrower, then the Administrative Agent or the Borrower shall be entitled
to make such deduction or withholding.


 


(ii)      If
the Borrower or the Administrative Agent shall be required by applicable Laws to withhold or deduct any Taxes (including United
States Federal backup withholding) from any payment, then (A) the Borrower or the Administrative Agent shall withhold or make
such deductions as are determined by it to be required, (B) the Borrower or the Administrative Agent, as applicable, shall timely
pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent
that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased
as necessary so that after any required withholding or the making of all required deductions (including withholdings or deductions
applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it
would have received had no such withholding or deduction been made.


 


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


 


(c)           Tax
Indemnifications.


 


(i)      The
Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand
therefor accompanied by the certificate described below in this clause (c)(i), for the full amount of any Indemnified Taxes
(including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable
or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.


 






    103


     


    

 


(ii)      Each
Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor,
the Administrative Agent (x) against 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 or expanding any obligation
of the Borrower to do so), (y) against any Taxes attributable to such Lender’s failure to comply with the provisions of
Section 11.07 relating to the maintenance of a Participant Register and (z) against 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 this Agreement or any other Loan Document against any amount due to the
Administrative Agent under this clause (c)(ii).


 


(d)           Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental
Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report
such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(e)            Status
of Lenders; Tax Documentation.


 


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


 



    104


     


    

 






 


(ii)
        Without limiting the generality of the foregoing, in the event that the Borrower is
a U.S. Person,


 


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


 


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


 


(1)       
in the case of a Foreign Lender claiming the benefits of an income Tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, copies of executed originals of an applicable IRS Form W-8BEN or IRS Form W-8BEN-E
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of
such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, an applicable IRS Form W-8BEN or
IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business
profits” or “other income” article of such Tax treaty;


 


(2)
       copies of executed originals of IRS Form W-8ECI;




 


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


 


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


 


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


 






    105


     


    

 


(D)
        such Recipient shall deliver to the Borrower and the Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent
to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations
under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(iii)
        Each Recipient agrees that if any form or certification it previously delivered pursuant
to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification
or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.


 


(f)
       Treatment of Certain Refunds. Unless required by applicable Laws, at no time
shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation
to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient
determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01,
it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all
out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Recipient,
agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Borrower
pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such
Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld
or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This
subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating
to its Taxes that it deems confidential) to the Borrower or any other Person.


 


(g)        Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all other Obligations.


 


Section
3.02.        Illegality. If any Lender 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, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency
Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to
make or continue Eurocurrency Rate Loans in Dollars or to convert Base Rate Loans to Eurocurrency Rate Loans, 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), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day
of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion,
the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender,
otherwise be materially disadvantageous to such Lender.


 






    106


     


    

 


Section
3.03.        Inability to Determine Rates. If in connection with any request for a Eurocurrency
Rate Loan or a conversion to or continuation thereof, (a) (i) the Administrative Agent reasonably determines that deposits (whether
in Dollars or an Alternate Currency) are not being offered to banks in the applicable offshore interbank market for such currency
for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) adequate and reasonable means do not exist
for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether
denominated in Dollars or an Alternate Currency) or in connection with an existing or proposed Base Rate Loan, or (b) the Administrative
Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect
to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency
Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the
Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, (to the extent
of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding
sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component
in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion
to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency
Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing
of Base Rate Loans in the amount specified therein.


 


Notwithstanding
the foregoing, if the Administrative Agent has made the determination that either (i) the circumstances set forth above have arisen
and such circumstances are unlikely to be temporary or (ii) the circumstances set forth above have not arisen, but the supervisor
for the administrator of the components of the Eurodollar Rate or a governmental authority having jurisdiction over the Administrative
Agent has made a public statement identifying a specific date after which the Eurodollar Rate shall no longer be used for determining
interest rates for loans (in the case of either such clause (i) or (ii), an “Alternative Interest Rate Election Event”),
the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that
gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans
in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest
and such other related changes to this Agreement as may be applicable or reasonably required in connection therewith as agreed
between the Administrative Agent and the Borrower. Notwithstanding anything to the contrary in this Agreement (including without
limitation Section 11.01), such amendment shall become effective without any further action or consent of any other party to this
Agreement or any other Person (other than the Administrative Agent and the Borrower) so long as, with respect to the Lenders,
the Administrative Agent shall not have received, within five (5) Business Days after the date that notice of such alternate rate
of interest and related modifications is provided to the Lenders, a written notice from the Required Lenders stating that they
object to such amendment (which amendment shall not be effective prior to the end of such five (5) Business Day notice period).
To the extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner
consistent with prevailing market convention; provided, that, to the extent such prevailing market convention is not administratively
feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the
Administrative Agent and the Borrower. Notwithstanding anything contained herein to the contrary, if such alternate rate of interest
as determined in this paragraph is determined to be less than zero, such rate shall be deemed to be zero for the purposes of this
Agreement.


 


Section
3.04.        Increased
Costs. If any Change in Law shall:


 


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


 


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


 






    107


     


    

 


(c)        impose
on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting
this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan or of maintaining its
obligation to make any such Loan, or to increase the cost to such Lender, or such L/C Issuer of participating in, issuing or maintaining
any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount
of any sum received or receivable by such Lender or L/C Issuer hereunder (whether of principal, interest or any other amount)
then, upon request of such Lender or L/C Issuer, the Borrower will pay to such Lender or L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or L/C Issuer, as the case may be, for such additional costs incurred
or reduction suffered; provided further that no Lender or L/C Issuer shall make a demand for payment hereunder unless such
Lender or such L/C Issuer is also making demand for reimbursement of the relevant amounts from similarly situated borrowers under
comparable syndicated credit facilities.


 


Section
3.05.        Capital Requirements. If any Lender determines that any Change in Law affecting
such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity
requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such
Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by
such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change
in Law other than due to Taxes (taking into consideration such Lender’s policies and the policies of such Lender’s
holding company with respect to capital adequacy and liquidity), then from time to time, the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction
suffered; provided that no Lender shall make a demand for payment hereunder unless such Lender is also making demand for
reimbursement of the relevant amounts from similarly situated borrowers under comparable syndicated credit facilities.


 


Section
3.06.        Reserves on Eurocurrency Rate Loans.


 


(a)
        If any Lender is required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”),
the Borrower shall pay to such Lender additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal
to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive in the absence of manifest error), which shall be due and payable on each date on which interest
is payable on such Loan, provided the Borrower shall have received at least fifteen days’ prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice fifteen days prior to the
relevant Interest Payment Date, such additional interest shall be due and payable fifteen days from receipt of such notice.


 


(b)
        If any Lender is required to comply with any reserve ratio requirement or analogous
requirement of any central banking or financial regulatory authority or other Governmental Authority imposed in respect of the
maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, the Borrower shall pay such additional costs (expressed
as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated
to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive
absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan. Any
Lender requesting payment from the Borrower under Section 3.06(a) or (b) shall give the Borrower at least fifteen days’
prior notice (with a copy to the Administrative Agent). If a Lender fails to give notice fifteen days prior to the relevant Interest
Payment Date, such additional interest or cost shall be due and payable fifteen days from receipt of such notice.


 






    108


     


    

 


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


 


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


 


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


 


(c)
        any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest
Period therefor as a result of a request by the Borrower pursuant to Section 3.09(a) or Section 11.01; including any actual
loss or expense arising from the liquidation or reemployment of funds obtained by such Lender to maintain such Loan, or from fees
payable to terminate the deposits from which such funds were obtained.


 


Section 3.08.        Matters
Applicable to All Requests for Compensation.


 


(a)
        Any Agent or any Lender claiming compensation under this Article 3 shall deliver a certificate
to the Borrower contemporaneously with the demand for payment setting forth in reasonable detail a calculation of the additional
amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount,
such Agent or such Lender may use any reasonable averaging and attribution methods. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 30 days after receipt thereof. For the avoidance of doubt, any additional amounts
required to be paid pursuant to Section 3.01 are not subject to the limitations set forth in this Section 3.08(a).


 


(b)
        Except as provided in the following sentence, failure or delay on the part of any Lender
to demand compensation pursuant to the provisions of this Article 3 shall not constitute a waiver of such Lender’s right
to demand such compensation. With respect to any Lender’s claim for compensation under any of Sections 3.02 through
3.07, the Borrower shall not be required to compensate such Lender for any amount incurred more than 180 days prior to
the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance
giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to
include the period of retroactive effect thereof. If any Lender requests compensation from the Borrower under any of Sections
3.04 through 3.06, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend
the obligation of such Lender to make or continue from one Interest Period to another Eurocurrency Rate Loans, or to convert Base
Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which
case the provisions of Section 3.08(c) shall be applicable); provided that such suspension shall not affect the right of
such Lender to receive the compensation so requested.


 






    109


     


    

 


(c)
        If the obligation of any Lender to make or continue from one Interest Period to another
any Eurocurrency Rate Loan (or to convert Base Rate Loans into Eurocurrency Rate Loans) shall be suspended pursuant to Section
3.08(b) hereof, such Lender’s Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans on the last
day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required
by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below
that the circumstances specified in Sections 3.02 through 3.06 hereof that gave rise to such conversion no longer
exist:


 


(i)
        to the extent that such Lender’s Eurocurrency Rate Loans have been so converted,
all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall
be applied instead to its Base Rate Loans; and


 


(ii)
        all Loans that would otherwise be made or continued from one Interest Period to another
by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such
Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.


 


(d)
        If any Lender gives notice to the Borrower (with a copy to the Administrative Agent)
that the circumstances specified in any of Sections 3.02 through 3.06 that gave rise to the conversion of such Lender’s
Eurocurrency Rate Loans pursuant to this Section 3.08 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s
Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding
Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency
Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance
with their respective Commitments.


 


(e)
           (i)        If the Borrower is required
to pay any Indemnified Taxes or additional amounts to any Recipient or any Governmental Authority for the account of any Recipient
pursuant to Section 3.01, then such Recipient shall use reasonable efforts to designate a different Lending Office for
funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Recipient, such designation or assignment (A) would eliminate amounts payable pursuant
to Section 3.01 in the future and (B) would not subject such Recipient to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Recipient. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by
any Recipient in connection with any such designation or assignment.


 


(ii)
        Each Lender agrees that if any Lender (A) requests compensation under any of Sections
3.04 through 3.06, or (B) notifies the Borrower that it has determined that it is unlawful for its applicable Lending
Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency
Rate and/or the provisions of Section 3.03 apply, then such Lender will, if requested by the Borrower, use commercially
reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided
that in each case, such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending
Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided further that nothing in this Section
3.08(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Sections
3.02 or 3.04 through 3.06.


 






    110


     


    

 


Section
3.09.        Replacement of Lenders Under Certain Circumstances.


 


(a)
If at any time:


 


(i)
        the Borrower becomes obligated to pay additional amounts or indemnity payments described
in Section 3.01 or Sections 3.04 through 3.06, as a result of any condition described in such Sections or
any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02, Section 3.03
or Sections 3.04 through 3.06 and, in each case, such Lender has declined or is unable to designate a different
Lending Office to eliminate such costs in accordance with Section 3.08(e), or


 


(ii)       any
Lender becomes a Defaulting Lender, then the Borrower may, on three Business Days’ prior written notice to the Administrative
Agent and such Lender, and at its sole expense and effort, either:


 


(A)
        replace such Lender by causing such Lender to (and such Lender shall be obligated to)
assign 100% of its relevant Commitments and the principal of its relevant outstanding Loans at par plus any accrued and unpaid
interest pursuant to Section 11.07(d) (with the assignment fee to be paid by the Borrower unless waived by the Administrative
Agent in such instance) all of its relevant rights other than its existing rights to payments under Section 3.01 or Section
3.04 and obligations under this Agreement to one or more Eligible Assignees; provided that in the case of any such assignment
resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment
will result in a reduction in such compensation or payments thereafter; provided further that neither the Administrative
Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; or


 


(B)        terminate
the Commitment of such Lender and repay all obligations of the Borrower owing to such Lender relating to the Loans and participations
in L/C Obligations held by such Lender as of such termination date; provided, however, that in the case of a Defaulting Lender
only, the Borrower shall have the right to take such action as it may elect (including no action) under the immediately preceding
clauses (A) and/or (B) independently and at different times with respect to any one or more Class or Classes of Loans (and the
related Commitments) of such Defaulting Lender, without being obligated to take the same action with respect to all Classes of
Loans and related Commitments of such Defaulting Lender.


 


(b)
        Any Lender being replaced pursuant to Section 3.09(a) above shall (i) execute
and deliver an Assignment and Assumption with respect to such Lender’s applicable Commitment and outstanding Loans and related
participations in L/C Obligations, and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent.


 






    111


     


    

 


(c)
        Pursuant to an Assignment and Assumption arising by operation of Section 3.09(b),
(i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding
Loans and participations in L/C Obligations, (ii) all obligations of the Borrower owing to the assigning Lender relating to the
Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with the
execution of such Assignment and Assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery
to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder
and the assigning Lender shall cease to be a Lender hereunder with respect to such assigned Loans, Commitments and participations,
except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In the
event the assignee Lender has not executed the Assignment and Assumption within one (1) Business Day following request, the Administrative
Agent is hereby authorized to execute such Assignment and Assumption on behalf of such Lender.


 


(d)
        Notwithstanding anything to the contrary, (i) any Lender that acts as L/C Issuer may
not be replaced by operation of this Section 3.09 at any time that it has any Letter of Credit outstanding unless arrangements
reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance,
and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a Cash Collateral
Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such
outstanding Letter of Credit and (ii) any Lender that acts as Administrative Agent may not be replaced by operation of this Section
3.09 except in accordance with the terms of Section 9.09.


 


(e)
        The Borrower shall also be entitled to replace a Dissenting Lender in accordance with
Section 11.01(f).


 


Section
3.10.        Survival. All of the Borrower’s obligations under this Article 3
shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.


 


ARTICLE 4


 


CONDITIONS PRECEDENT
TO CREDIT EXTENSIONS


 


Section
4.01.        Conditions of Initial Credit Extension. The obligation of each Lender to
make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:


 


(a)
        The Administrative Agent’s (or its counsel’s) receipt of the following,
each properly executed by a Responsible Officer of the signing Loan Party (as applicable), each in form and substance reasonably
satisfactory to the Administrative Agent:


 


(i)
        executed counterparts of this Agreement, the Security Agreement and each Intellectual
Property Security Agreement (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other
electronic transmission) that such party has signed a counterpart);


 


(ii)
        a Note executed by the Borrower in favor of each Lender requesting a Note to the extent
such Lender requests such Note at least two Business Days prior to the Closing Date;


 






    112


     


    

 


(iii)
        a certificate dated the Closing Date and executed by a Responsible Officer of each of
the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation
or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization
of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party,
if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate
and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete
copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case
may be, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party,
and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect without
amendment, modification or rescission, and (y) as to the incumbency and genuineness of the signature of the officers, directors,
managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it
is a party.


 


(iv)
        the Administrative Agent shall have received a certificate as of a recent date of the
good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant
authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction);


 


(v)
        the legal opinion of Goodwin Procter LLP, acting as New York counsel for the Borrower
and each other Loan Party, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative
Agent;


 


(vi)
        a certificate signed by a Responsible Officer of the Borrower, dated as of the
Closing Date, as to the matters set forth in Section 4.01(c), (g), (h) and (i);


 


(vii)
        a Loan Notice or Letter of Credit Application, as applicable, relating to the
initial Credit Extension;


 


(viii)       a
certificate from the chief financial officer, chief accounting officer or other Responsible Officer of the Borrower attesting
to the Solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to the Transactions
on the Closing Date, substantially in the form of Exhibit L hereto;


 


(ix)
        subject to the last paragraph of this Section 4.01, each document (including
any UCC (or similar) financing statement) required by the applicable Collateral Documents to be filed, registered or recorded
in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral
required to be delivered on the Closing Date, prior and superior in right to any other Person (other than with respect to Liens
permitted under this Agreement), shall be in proper form for filing, registration or recordation;


 


(x)
        certificates representing any certificated Pledged Equity referred to therein accompanied
by undated stock powers executed in blank and instruments evidencing the Pledged Debt endorsed in blank;


 


(xi)
        a completed Perfection Certificate, dated the Closing Date and executed by a
Responsible Officer of the Loan Parties; and


 


(xii)
        Intellectual Property Security Agreements, if any, duly executed by each Loan
Party required to execute such Intellectual Property Security Agreement pursuant to the Security Agreement, in proper form for
filing with the United States Patent and Trademark Office or the United States Copyright Office, as applicable;


 


(b)
        all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative
Agent, the Arrangers and the Lenders on or before the Closing Date (including fees pursuant to the Fee Letters) shall have been
paid in full in cash (which amounts may be offset against the loan proceeds funded on the Closing Date) (and in the case of expenses,
to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the
Borrower)).


 






    113


     


    

 


(c)
        since November 7, 2018, there shall not have occurred and be continuing any Closing
Date Material Adverse Effect.


 


(d)
        No later than three Business Days prior to the Closing Date, the Administrative
Agent shall have received the applicable IRS Form W-8 or IRS Form W-9 (or other applicable tax form) and all documentation and other
information reasonably requested by the Administrative Agent (on behalf of any Lender) in writing at least ten (10) days in advance
of the Closing Date, which documentation or other information is reasonably determined by the Administrative Agent or applicable
lender to be required by United States regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including without limitation the USA PATRIOT Act (including, for the avoidance of doubt, a
Beneficial Ownership Certification).


 


(e)
        The Arranger shall have received the Specified Financial Statements and the Pro Forma
Financial Statements.


 


(f)
        The Refinancing shall have been consummated, or shall be consummated substantially simultaneously
with the borrowing of the Initial Term Loans.


 


(g)
        The Equity Contribution shall have been made, or will be made substantially simultaneously
with the borrowing of the Initial Term Loans.


 


(h)
        The Acquisition shall have been consummated, or substantially simultaneously with the
borrowings of the initial Credit Extension hereunder, shall be consummated, in all material respects in accordance with the terms
of the Acquisition Agreement, after giving effect to any modifications, amendments, consents or waivers, other than those modifications,
amendments, consents or waivers by the Borrower that are materially adverse to the interests of the Lenders.


 


(i)
        The Specified Acquisition Agreement Representations and the Specified Representations
shall be true and correct in all material respects as of the Closing Date (except in the case of any such representation that
(a) is made as of a specified date, such representations and warranties shall be true and correct in all material respects as
of such specified date and (b) is by its terms qualified by materiality or Material Adverse Effect, such representation shall
be true and correct in all respects).


 


Without
limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified
in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto.


 


Notwithstanding
anything to the contrary contained herein, none of the making of any representation under Article 5 (except as expressly
set forth in Section 4.01(i)) or the accuracy of any such representation or any supplement thereto (except as expressly set forth
in Section 4.01(i)) shall constitute a condition precedent to the availability and/or initial funding of the Facilities on the
Closing Date, and the only conditions (express or implied) to the availability of the Facilities on the Closing Date are those
expressly set forth in this Section 4.01, and such conditions shall be subject in all respects to the provisions of this
Section 4.01, including the paragraph below.


 






    114


     


    

 


Notwithstanding
the foregoing, to the extent any Guaranty or Collateral (including the creation or perfection of any security interest) is not
or cannot be provided on the Closing Date (other than, (i) the Guaranties executed by the Loan Parties, (ii) a Lien on Collateral
of the Loan Parties that may be perfected solely by the filing of a financing statement under the UCC and (iii) a pledge of the
Equity Interests of the Loan Parties (other than Holdings) with respect to which a Lien may be perfected on the Closing Date by
the delivery of a stock or equivalent certificate (or entry in a stock register or equivalent)) after the Borrower’s or
Holdings’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision of any such
Guaranty or Lien search and the provision and/or perfection of such Collateral (and, in the case of any such Guaranty or Collateral,
any legal opinion or other deliverables with respect thereto required under Sections 4.01(a)(v)) shall not constitute a condition
precedent to the availability and initial funding of the Loans on the Closing Date but instead shall be required to be delivered
and/or perfected within (X) in the case of certificated equity interests, ten (10) business days after the Closing Date and (Y)
in the case of other Collateral, ninety (90) days after the Closing Date (or, in each case, such longer period as may be agreed
by the Administrative Agent in its reasonable discretion) pursuant to arrangements to be mutually agreed by the Borrower and the
Administrative Agent acting reasonably.


 


Section
4.02.        Conditions to All Credit Extensions. The obligation of each Lender to honor
any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation
of Eurocurrency Rate Loans and/or any Credit Extension governed by Sections 2.16, but only with respect to the applicable
Commitments) is, in each case, as qualified by the LCT Provisions, if applicable, subject to the following conditions precedent:


 


(a)
        The representations and warranties of each Loan Party contained in Article 5 or any
other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified
as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified)
on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.


 


(b)
        No Default or Event of Default shall exist, or would result from such Credit Extension
or from the application of the proceeds therefrom.


 


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


 


Each
Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation
of Eurocurrency Rate Loans and/or any Credit Extension governed by Sections 2.16) submitted by the Borrower shall be deemed
to be a representation and warranty that the conditions specified in Section 4.02(a) and 4.02(b) have been satisfied on
and as of the date of the applicable Credit Extension.


 


ARTICLE 5


REPRESENTATIONS
AND WARRANTIES


 


On
the dates and solely to the extent required pursuant to Sections 4.01 or 4.02 hereof, as applicable, each of Holdings and
each other Loan Party party hereto hereby represents and warrants to the Administrative Agent and the Lenders that:


 






    115


     


    

 


Section
5.01.        Existence, Qualification and Power; Compliance with Laws. Each Restricted
Company (a) is a Person, validly existing and (where applicable) in good standing under the Laws of the jurisdiction of its organization,
(b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and
perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and (where applicable) in good
standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business
requires such qualification, (d) is in compliance with all Laws (including, without limitation, Environmental Laws), orders, writs
and injunctions, and (e) has all requisite governmental permits, licenses, authorizations, consents and approvals to operate its
business as currently conducted; except in each case referred to in clauses (a) (other than with respect to Holdings and
the Borrower), (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have
a Material Adverse Effect.


 


Section
5.02.        Authorization; No Contravention. The execution, delivery and performance
by each Loan Party of each Loan Document to which such Person is a party, and, as of the Closing Date, the consummation of the
Transactions, are (a) within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary
corporate, shareholder or other organizational action, and (c) do not and will not (i) contravene the terms of any of such Person’s
Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other
than as permitted by Section 7.01), or require any payment to be made under, (A) any Contractual Obligation to which such Person
is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any order, injunction,
writ or decree, of or with any Governmental Authority or any arbitral award to which such Person or its property is subject, or
(iii) violate, in any material respect, any Law; except with respect to any conflict, breach or contravention or payment (but
not creation of Liens) referred to in clause (ii) to the extent that such conflict, breach, contravention or payment could
not reasonably be expected to have a Material Adverse Effect.


 


Section
5.03.        Governmental Authorization; Other Consents. No material approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is
necessary or required to be made or obtained by any Loan Party in connection with (a) the execution, delivery or performance by
any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant
to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including
the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or
the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) the Perfection Requirements, (ii)
the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given
or made and are in full force, (iii) those approvals, consents, exemptions, authorizations, actions, notices or filings described
in the Security Agreement and (iv) those approvals, consents, exemptions, authorizations, actions, notices or filings, the failure
of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.


 






    116


     


    

 


Section
5.04.        Binding Effect. This Agreement and each other Loan Document has been duly
executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes a legal,
valid and binding obligation of each Loan Party that is a party thereto, enforceable against such Loan Party in accordance with
its terms.


 


Section
5.05.        Financial Statements; No Material Adverse Effect.


 


(a)
        The Specified Financial Statements fairly present in all material respects the financial
condition of the Target and its Subsidiaries as of the date thereof and their results of operations and cash flows for the period
covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly
noted therein (and, with respect to unaudited financial statements, the absence of footnotes and subject to such adjustments as
would be made in connection with the audit of financial statements for the relevant period).


 


(b)
        The unaudited pro forma consolidated balance sheet and related pro forma unaudited consolidated
statement of operations of the Target and its consolidated subsidiaries as and for the twelve-month period ending on September
30, 2018 (the “Pro Forma Financial Statements”), have been prepared in good faith based on assumptions believed
by the Borrower to be reasonable as of the date of delivery thereof as if the Transactions had occurred as of such date (in the
case of such balance sheet) or at the beginning of such period (in the case of such statement of operations).


 


(c)
        Since the Closing Date, there has been no change, effect, event or, occurrence that
has had or would reasonably be expected to have a Material Adverse Effect.


 


Section
5.06.        Litigation and Environmental Matters.


 


(a)
        Except as disclosed in Schedule 5.06, there are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of Holdings or the Borrower, threatened in writing, at law, in equity, in arbitration
or before any Governmental Authority, by or against Holdings or any of its Restricted Subsidiaries or against any of their properties
or revenues that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 


(b)
        Other than as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, (i) none of Holdings nor any of its Subsidiaries is subject to, or has received notice of any
claim with respect to, any Environmental Liability and (ii) Holdings and its Subsidiaries have been and are in compliance with
all Environmental Laws and have obtained, maintained and complied with all permits, licenses or other approvals required under
any Environmental Law.


 


Section
5.07.        Ownership of Property; Liens. Each of the Restricted Companies has good
record title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real
property necessary in the ordinary conduct of its business, free and clear of all Liens, except (i) for minor defects in title
that do not materially interfere with its ability to conduct its business (ii) Liens permitted by Section 7.01 and (iii)
except where the failure to have such title or the existence of such Lien could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect. Each of the Restricted Companies own, or to the knowledge of the Borrower, possess
the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses,
database rights and design rights and other intellectual property rights (collectively, “ IP Rights”) that
are reasonably necessary for the operation of its business, without conflict with the rights of any other Person. To the knowledge
of Holdings, the conduct of the business of each Restricted Company does not infringe upon any IP Rights held by any other Person.
No claim or litigation regarding any of the foregoing is pending or, to the knowledge of Holdings, threatened.


 






    117


     


    

 


Section
5.08.        Anti-Corruption Laws and Sanctions.


 


(a)
        None of Holdings or any of its Subsidiaries nor, to the knowledge of Holdings or any
of the other Loan Parties, directors, officers, employees, agents or Affiliates of Holdings or any of the Loan Parties, is a Person
that is, or is owned or controlled by Persons that are (i) the subject or target of any economic, financial or trade sanctions
administered or enforced by the U.S. government (including OFAC and the U.S. State Department), the United Nations Security Council,
the European Union, the United Kingdom (including the Office of Financial Sanctions Implementation of Her Majesty’s Treasury)
or any relevant national or supra-national governmental authority with jurisdiction over any Loan Party (collectively, “Sanctions”)
or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including,
without limitation, Crimea, Cuba, Iran, North Korea and Syria). The Borrower will not, directly or indirectly, use the proceeds
of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other
Person to fund any activities or business of or with any Person, or in any country or territory that, at the time of such funding,
is, or whose government is, the subject of Sanctions, or in any other manner that would constitute or give rise to a violation
of Sanctions by any party hereto.


 


(b)
        None of Holdings or any of its Subsidiaries nor, to the knowledge of Holdings or any
of the other Loan Parties, directors, officers employees, agents or Affiliates of Holdings or any of the other Loan Parties, has
taken any action, directly or indirectly, that would constitute or give rise to a material violation by such persons of the U.S.
Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or
any other applicable anti-corruption law; and Holdings and its Subsidiaries have instituted and maintain policies and procedures
designed to promote and achieve continued compliance therewith. The Borrower will not, directly or indirectly, use any part of
the proceeds of the Loans for any payments to any governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity in violation of the FCPA or any other applicable
anti-corruption law. Holdings and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act and all
other applicable anti-money laundering and counter-terrorist financing laws and regulations.


 


Section
5.09.        Taxes. Holdings and its Subsidiaries have filed all U.S. Federal income
and other material tax returns and reports required to be filed, and have paid or made provision for payment of all Taxes, assessments
and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except
those (a) that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves
have been provided in accordance with GAAP, or (b) with respect to which the failure to make such filing or payment could not
reasonably be expected to have a Material Adverse Effect.


 


Section
5.10.        ERISA Compliance.


 


(a)
        Each Plan and Pension Plan is in compliance in all material respects with the applicable
provisions of ERISA and the Code except to the extent that non-compliance could not reasonably be expected to have a Material
Adverse Effect. In the preceding five years, each Loan Party and, to the knowledge of Holdings, each ERISA Affiliate have made
all required contributions to each Pension Plan subject to Section 412 of the Code, and in the preceding five years, no application
for a waiver of the minimum funding standard or an extension of any amortization period pursuant to Section 412 of the Code has
been made with respect to any Plan or Pension Plan, except to the extent a failure to make such contributions or application,
as the case may be, could not reasonably be expected to have a Material Adverse Effect.


 






    118


     


    

 


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


 


(c)
        (i) No ERISA Event has occurred or is reasonably expected to occur and (ii) neither
Holdings nor to the knowledge of Holdings, any ERISA Affiliate has engaged in a transaction that could be subject to Sections
4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.10(c), as could not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect.


 


(d)
        As of the Closing Date, no Loan Party is and no Loan Party will become (i) an “employee
benefit plan” as defined in, and subject to Title I of ERISA, (ii) a “plan” as defined in, and subject to Section
4975 of the Code; (iii) an entity deemed to hold Plan Assets of any such plans; or (iv) a “governmental plan” within
the meaning of Section 3(32) of ERISA.


 


Section
5.11.        Subsidiaries; Equity Interests. (a) As of the Closing Date, the Equity
Interests of each Restricted Subsidiary that are owned directly or indirectly by Holdings are owned free and clear of all Liens
except for any Lien permitted under Section 7.01 and (b) as of the Closing Date, Schedule 5.11 sets forth the name
and jurisdiction of organization of each Subsidiary (other than Immaterial Subsidiaries) and (i) sets forth the ownership interest
of Holdings and any other Subsidiary in each such Subsidiary, including the percentage of such ownership.


 


Section
5.12.        Margin Regulations; Investment Company Act.


 


(a)
        No proceeds of any Borrowings or drawings under any Letter of Credit will be used to
purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock in
violation of Regulation U, T or X issued by the FRB. Neither Holdings nor any of its Restricted Subsidiaries is engaged or will
engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing”
or “carrying” “margin stock” within the respective meanings of each of the quoted terms under Regulation
U of the Board of Governors of the Federal Reserve System.


 


(b)
        Neither Holdings nor any of its Restricted Subsidiary is or is required to be registered
as an “investment company” under the Investment Company Act of 1940.


 


Section
5.13.        Disclosure. As of the Closing Date (a) all written information and written
data other than (i) customary financial estimates, forecasts and other projections delivered to the any Agent or any Lender by
any Loan Party (such financial estimates, forecasts and projections, the “Projections”) and (ii) Information
that has been or will be made available to any Agent or any Lender by the Borrower in connection with the Transactions did not
or will not when furnished, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which
such statements are made (after giving effect to all supplements and updates thereto from time to time) and (b) the Projections
contained in the Information have been or will be prepared in good faith based upon assumptions that are believed to be reasonable
by such Loan Party at the time such Projections are so furnished based on information provided by any such Loan Party or its representatives;
it being understood that the Projections are (i) as to future events and are not to be viewed as facts, the Projections are subject
to significant uncertainties and contingencies, that no assurance can be given that any particular Projections will be realized
and that actual results during the period or periods covered by any such Projections may differ significantly from the projected
results and such differences may be material and (ii) not a guarantee of performance. For the avoidance of doubt, no representation
is made with respect to information of a general economic or general industry nature and to the extent the representations made
in this Section 5.13 relate to the Target and its Subsidiaries, such representations are made to the best of the knowledge of
each Loan Party.


 






    119


     


    

 



 


Section 5.14.     Solvency.  On
the Closing Date, after giving effect to the Transactions, the Borrower and its Subsidiaries are, on a consolidated basis, Solvent.


 


Section 5.15.     Perfection,
Etc.  All filings and other actions necessary to perfect and protect the Liens in the Collateral, created under
and in the manner contemplated by the Collateral Documents (including any Perfection Requirements set forth herein or therein)
have been duly made or taken or otherwise provided for and are in full force and effect, and the Collateral Documents create in
favor of the Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions,
perfected first priority Lien in the Collateral, securing the payment of the Secured Obligations, subject to Liens permitted by
Section 7.01. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except
for the Liens created or permitted under the Loan Documents.


 


Section 5.16.     Use
of Proceeds.  The Borrower will use the proceeds of the Loans and will request the issuance of Letters of Credit
only for the purposes specified in Section 6.11 of this Agreement. The proceeds of the Loans and Letters of Credit will
not be used in violation of FCPA or applicable Sanctions.


 


Section 5.17.     Labor
Disputes.  As of the Closing Date, except as, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect: (a) there are no strikes, lockouts or slowdowns against any Borrower or any of its Restricted
Subsidiaries pending or, to the knowledge of the Borrower or any of its Restricted Subsidiaries, threatened and (b) the hours
worked by and payments made to employees of any Borrower and its Restricted Subsidiaries have not been in violation of the Fair
Labor Standards Act or any other applicable Law dealing with such matters.


 


ARTICLE 6





AFFIRMATIVE
COVENANTS


 


From the Closing Date
to the date all Commitments hereunder have expired or terminated, all Loans or other Loan Obligations which are accrued and payable
have been paid and satisfied, any Letter of Credit shall have been terminated or otherwise have been provided for in full in a
manner reasonably satisfactory to the L/C Issuer (such date, the “Termination Date”), Holdings and the Borrower
shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03, 6.14,
6.18 and 6.19) cause each Restricted Subsidiary to:


 






    120


     


    

 


Section 6.01.      Financial
Statements.  Deliver to the Administrative Agent for further distribution to each Lender:


 


(a)           as
soon as available, but in any event within 120 days after the end of each fiscal year of Holdings ending after the Closing Date
(or, with respect to the fiscal year ending December 31, 2018, 150 days), a consolidated balance sheet of Holdings and its Subsidiaries
as at the end of such fiscal year, and the related consolidated statements of operations, shareholders’ equity and cash
flows for such fiscal year, setting forth in each case in comparative form, the figures for the previous fiscal year, and including
a customary management’s discussion and analysis, all in reasonable detail and prepared in accordance with GAAP, and audited
and accompanied by a report and opinion of KPMG or any other independent certified public accountant of nationally recognized
standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be
subject to any “going concern” qualification (other than an emphasis of matter paragraph) (other than with respect
to, or resulting from, (x) a current debt maturity and/or (y) any potential default or event of default of any financial covenant
under this Agreement and/or any other Indebtedness) or any qualification or exception as to the scope of such audit;


 


(b)           as
soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year
of Holdings beginning with the first fiscal quarter ending after the Closing Date (or, with respect to the fiscal quarter ending
March 31, 2019, 60 days), a consolidated and segmented balance sheet of Holdings and its Subsidiaries as at the end of such fiscal
quarter, and the related consolidated statements of operations, shareholders’ equity and cash flows for such fiscal quarter
and for the portion of the fiscal year then ended, setting forth, in each case, in comparative form, the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year and including a customary
management’s discussion and analysis, all in reasonable detail and certified by a Responsible Officer of the Borrower as
fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash
flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence
of footnotes;


 


(c)          as
soon as available, but in any event no later than the deadline for delivery of the financial statements in Section 6.01(a),
commencing with the deadline for the financial statements for the fiscal year ending December 31, 2018 and for each fiscal year
thereafter prior to the consummation of a Qualifying IPO, forecasts prepared by management of the Borrower, a consolidated balance
sheet, statements of operations and cash flow statements of Holdings and its Subsidiaries for the fiscal year after the fiscal
year covered by such financial statements, which shall be prepared in good faith upon reasonable assumptions at the time of preparation),
it being understood that actual results may vary from such forecasts and that such variations may be material; and


 


(d)           if
there are any Unrestricted Subsidiaries as of the last day of any fiscal quarter, simultaneously with the delivery of a Compliance
Certificate referred to in Section 6.02(a) below, the related consolidating financial statements reflecting the adjustments
necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements.


 


Notwithstanding the
foregoing, the obligations in paragraphs (a) through (b) of this Section 6.01 may be satisfied by furnishing
(A) the applicable financial statements or other information required by such paragraphs of Holdings (or any other direct or indirect
parent company of Holdings) and/or (B) Holdings’ (or any other direct or indirect parent company of Holdings), as applicable,
Form 10-K or 10-Q, as applicable, filed with the SEC or otherwise made available to the Administrative Agent for delivery to the
Lenders, in each case, within the time periods specified in such paragraphs; provided that with respect to each of clauses
(A) and (B) hereof, (i) to the extent such financial statements relate to Holdings (or any other direct or indirect parent company
of Holdings), the Compliance Certificate delivered in connection with such financial statements shall be accompanied by consolidating
information that explains in reasonable detail the differences between the information relating to Holdings (or such other parent
company), on the one hand, and the information relating to Holdings and its Restricted 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 financial statements are in lieu of statements required to be provided
under Section 6.01(a), the Compliance Certificate delivered in connection with such financial statements shall be accompanied
by a report of an independent certified public accounting firm of nationally recognized standing, which statements, report and
opinion may be subject to the same exceptions and qualifications as contemplated in Section 6.01(a).


 



    121


     


    




 


Section 6.02.     Certificates;
Other Information.  Deliver to the Administrative Agent for further distribution to each Lender:


 


(a)           no
later than five Business Days after the delivery of each set of consolidated financial statements referred to in Sections 6.01(a)
and 6.01(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower;


 


(b)           [reserved];




 


(c)          
promptly after the receipt thereof by a Specified Responsible Officer of the Borrower and to the extent permitted by applicable
Law, copies of each notice or other correspondence


received from any Governmental Authority
concerning any material investigation or other material inquiry regarding any material violation of applicable Law by any Restricted
Company, in each case of the foregoing, which would reasonably be expected to have a Material Adverse Effect (in each case, excluding
any privileged information);


 


(d)           promptly
after any request therefor, such additional information regarding the business or financial condition of Holdings and its Restricted
Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably
request; provided that, notwithstanding anything to the contrary in this Section 6.02(f), none of Holdings or any Restricted
Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x)
that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the
Administrative Agent or any Lender (or their respective representatives or contractors) would be in breach of any confidentiality
obligations, fiduciary duty or Law or (z) that is subject to attorney client or similar privilege or constitutes attorney work
product; provided that, in the event the Borrower does not provide information in reliance on this sentence, the Borrower
shall provide notice to the Administrative Agent that such information is being withheld and the Borrower shall use commercially
reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk
waiver of such privilege.


 


Documents required
to be delivered pursuant to Section 6.01(a), 6.01(b), 6.02(a) or 6.02(c) may be delivered electronically and, if
so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or any parent entity thereof) posts
such documents, or provides a link thereto on the Borrower’s (or any such parent entity’s) website on the Internet
at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf
on SyndTrak, IntraLinks, DebtDomain or other relevant website, to which each Lender and the Administrative Agent are granted access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower
shall notify (which may be by facsimile or electronic mail or by an automated electronic alert of a posting) the Administrative
Agent of any such posting by the Borrower of any such documents which notice may be included in the certificate delivered pursuant
to Section 6.02(a). The Borrower hereby acknowledges that (A) the Administrative Agent will make available to the Lenders and
the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower
Materials”) by posting the Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”)
and (B) certain of the Lenders may be “Public-Side” Lenders (i.e., Lenders that wish to receive only information
that (i) is publicly available, (ii) is not material with respect to Holdings, its subsidiaries or their respective securities
for purposes of United States federal or state securities laws or (iii) constitutes information of the type that would be publicly
available if Holdings, the Borrower or their respective subsidiaries were public reporting companies (collectively, the “Public
Side Information”; any information that is not Public Side Information, “Private Side Information”))
(each, a “Public Lender”) . Each of the Borrower and Holdings hereby agrees that (x) it will identify that
portion of the Borrower Materials that are to be made available to Public Lenders (including, by marking such materials “PUBLIC”)
and (y) by marking Borrower Materials “PUBLIC,” it shall be deemed to have authorized the Administrative Agent, the
Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any Private Side Information (it being
understood that none of Holdings or its Restricted Subsidiaries or any parent entity thereof shall be under any obligation to
mark the Borrower Materials “PUBLIC”). Each of the Administrative Agent and each Lender agrees that it shall treat
any Borrower Materials that are not marked “PUBLIC” as being deemed to contain Private Side Information. Notwithstanding
the foregoing, the Borrower agrees that (i) any Loan Documents, (ii) any financial statements delivered pursuant to Sections 6.01(a)
and 6.01(b)), (iii) any Compliance Certificates delivered pursuant to Section 6.02(a) and (iv) notices delivered
pursuant to Section 6.03(a) will be deemed to be Public Side Information and may be made available to Public Lenders.


 






    122


     


    

 


Section 6.03.     Notices.  Promptly
(but in no event later than five (5) Business Days after obtaining knowledge thereof) notify the Administrative Agent after a
Specified Responsible Officer obtains knowledge of:


 


(a)          the
occurrence of any Default; and




 


(b)          
any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including any matter
arising out of or resulting from (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan
Party or any Subsidiary, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Restricted
Subsidiary and any Governmental Authority, (iii) the commencement of, or any material adverse development in, any litigation,
investigation or proceeding affecting any Loan Party or any Subsidiary, or (iv) the occurrence of any ERISA Event.


 


Each notice pursuant
to this Section 6.03 shall be accompanied by a written statement of a Responsible Officer of Holdings (x) that such notice is
being delivered pursuant to Section 6.03(a) or 6.03(b) (as applicable) and (y) setting forth details of the occurrence
referred to therein and stating what action Holdings has taken and proposes to take with respect thereto. Each notice pursuant
to Section 6.03(a) shall describe to the extent known the provisions of this Agreement and any other Loan Document in respect
of which such Default exists.


 


Section 6.04.      [Reserved].


 


Section 6.05.     Preservation
of Existence, Etc.  (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws
of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or Section 7.05 (and,
in the case of any Restricted Subsidiary that is not the Borrower, to the extent the failure to do so, could not reasonably be
expected to have a Material Adverse Effect) and (b) take all reasonable action to maintain all rights, privileges (including its
good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent
that failure to do so could not reasonably be expected to have a Material Adverse Effect.


 



    123


     


    




 











Section
6.06.     Maintenance of Properties.  Except if the failure to do so could not reasonably
be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment
necessary in the operation of its business in good working order, ordinary wear and tear excepted and casualty and condemnation
excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions to
material properties and equipment in accordance with prudent industry practice.


 


Section
6.07.     Maintenance of Insurance.  Maintain with financially sound and reputable insurance
companies, insurance of such types and in such amounts (after giving effect to any self-insurance) reasonable and customary for
similarly situated Persons engaged in the same or similar businesses as Holdings and its Restricted Subsidiaries as are customarily
carried under similar circumstances by such other Persons (but not, for the avoidance of doubt, cyber liability insurance or directors
and officers insurance, in each case except to the extent required by Law), except, in the case of Non-U.S. Subsidiaries, to the
extent that the failure to maintain such insurance with respect to one or more Non-U.S. Subsidiaries could not reasonably be expected
to result in a Material Adverse Effect. With respect to any Material Real Property that is subject to a Mortgage (collectively,
the “Mortgaged Properties”) and located in an area designated by the Federal Emergency Management Agency as
having special flood or mudslide hazards, obtain flood insurance from such provider, on such terms, and in such total amount as
to comply with the National Flood Insurance Program as set forth in the Flood Insurance Laws or as otherwise required by the Required
Lenders.


 


Section
6.08.     Compliance with Laws.  Comply with the requirements of all Laws (including,
without limitation, Environmental Laws, ERISA, OFAC, FCPA and other applicable anti-corruption law and other laws applicable to
sanctioned persons) and, in each case, all orders, writs, injunctions, and decrees applicable to it or to its business or property,
except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect or the necessity
of compliance therewith is being contested in good faith by appropriate proceedings; provided that with respect to (i)
Sanctions, the Borrower shall, and shall cause each Restricted Subsidiary to, comply in all respects and (ii) the FCPA and other
applicable anti-corruption laws, the Borrower shall, and shall cause each Restricted Subsidiary to, comply in all material respects.


 


Section
6.09.     Books and Records.  Maintain proper books of record and account, in a manner
to allow financial statements to be prepared in conformity with GAAP consistently applied shall be made of all material financial
transactions and matters involving the assets and business of Holdings or such Restricted Subsidiary, as the case may be.


 


Section 6.10.      Inspection
Rights.  With respect to any Loan Party, permit representatives or agents of the Administrative Agent or, subject
to the following provisions, any Lender to visit and inspect any of its properties, to examine its corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors
and officers, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable
advance notice to Holdings; provided that, absent the existence of a Specified Event of Default, only the Administrative
Agent on behalf of the Lenders may exercise rights under this Section 6.10 and the Administrative Agent shall not exercise
such rights more often than once during any calendar year and such inspections shall be conducted at the sole expense of the Administrative
Agent without charge to the Borrower; provided further that when a Specified Event of Default exists the Administrative
Agent (or any of its representatives or agents, or any Lender if accompanying the Administrative Agent) may do any of the foregoing
at the expense of Holdings at any time during normal business hours and upon reasonable advance notice. Notwithstanding anything
to the contrary in this Section 6.10, none of Holdings or any Restricted Subsidiary will be required to disclose or permit
the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or
non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their
respective representatives or contractors) would be in breach of any confidentiality obligations, fiduciary duty or Law or (iii)
that is subject to attorney client or similar privilege or constitutes attorney work product provided that, in the event
the Borrower does not provide information in reliance on this sentence, the Borrower shall provide notice to the Administrative
Agent that such information is being withheld and the Borrower shall use commercially reasonable efforts to communicate the applicable
information in a way that would not violate the applicable obligation or risk waiver of such privilege.


 



    124


     


    




 


Section 6.11.     Use
of Proceeds.  Use the proceeds of the Credit Extensions (i) to effectuate the Transactions, including, without limitation,
to pay fees and expenses incurred in connection with the Transactions and (ii) to provide ongoing working capital and for other
general corporate purposes of Holdings and its Restricted Subsidiaries and for any other purpose not prohibited by this Agreement.


 


Section 6.12.     Payment
of Taxes.  Holdings shall, and shall cause each of its Subsidiaries to, pay and discharge Taxes, assessments and
governmental charges or levies upon it or upon its income or profits, or upon any properties belonging to it, prior to the date
on which material penalties attach thereto, and all lawful material claims that, if unpaid, could reasonably be expected to become
a Lien upon any of its material properties; provided that neither Holdings nor any of its Subsidiaries shall be required
hereunder to pay any such Tax, assessment, charge, levy or claim that is (a) being contested in good faith and by proper proceedings
if it has maintained adequate reserves (in the good faith judgment of the management of Holdings) with respect thereto in accordance
with GAAP or (b) with respect to which the failure to pay or discharge could not reasonably be expected to have a Material Adverse
Effect.


 


Section 6.13.      Covenant
to Guarantee Guaranteed Obligations and Give Security.   (a) On the Closing Date, cause all Loan Parties to
guarantee the Guaranteed Obligations.


 


(b)          Upon
(x) the formation or acquisition of any Subsidiaries of Holdings organized under the laws of the United States (or any state thereof)
(other than an Excluded Subsidiary) or (y) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (each, an “Additional
Guarantor”), the Borrower shall within sixty (60) days after such formation, acquisition or cessation occurred (or such
longer period as the Administrative Agent may agree in its reasonable discretion), notify the Administrative Agent and:


 


(i)      cause
any Additional Guarantor to duly execute and deliver to the Administrative Agent a guaranty substantially in the form of the Guaranty
Supplement or such other form of guaranty or guaranty supplement to guarantee the Guaranteed Obligations in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower, it being understood and agreed that each Loan Party shall
duly execute and deliver to the Administrative Agent a Subsidiary Guaranty on the Closing Date;


 


(ii)     cause
such Additional Guarantor to duly execute and deliver to the Administrative Agent Mortgages (subject to the time periods and other
requirements of Section 6.13(c)), Security Agreement Supplements (including Perfection Certificates), Intellectual Property
Security Agreements and other security documents, as specified by and in form and substance reasonably satisfactory to the Administrative
Agent (consistent with the Collateral Documents in effect on the Closing Date), granting a Lien in substantially all of the assets
that would constitute Collateral (in each case, other than any Excluded Asset) directly held by such Restricted Subsidiary, in
each case securing the Secured Obligations of such Additional Guarantor;


 








(iii)      cause
such Additional Guarantor to deliver, to the extent required to be pledged hereunder or under the Collateral Documents, any and
all certificates representing Equity Interests owned by such Loan Party accompanied by undated stock powers or other appropriate
instruments of transfer executed in blank;


 



    125


     


    

 





(iv)      to
the extent required by the Collateral Documents and subject to clause (d) below,
take and cause such Additional Guarantor to take whatever action (including the filing of Uniform Commercial Code financing statements,
and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Administrative
Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting
Liens on the properties purported to be subject to the Collateral Documents delivered pursuant to this Section 6.13, enforceable
against all third parties in accordance with their terms; and


 


(c)
With respect to any Material Real Property, within 90 days after the Closing Date or within 90 days after the acquisition of any
other Material Real Property (or in each case such longer period as the Administrative Agent may agree in its reasonable discretion),
the applicable Loan Party shall grant to the Administrative Agent a security interest in and deliver a mortgage, deed of trust
or deed to secure debt in a form reasonably satisfactory to the Administrative Agent (a “Mortgage”) as additional
security for the Obligations. Any such Mortgage in a mortgage Tax state shall be capped at the fair market value of the applicable
property. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are
required by Law to perfect the Liens in favor of the Administrative Agent. All Taxes, fees and other charges payable in connection
therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Administrative
Agent such documents as the Administrative Agent shall reasonably require, including to confirm the validity, perfection and priority
of the Lien of any existing Mortgage or new Mortgage against such after acquired Material Real Property (including, to the extent
so required, a Title Policy, a Survey, a local counsel opinion (in form and substance reasonably satisfactory to the Administrative
Agent), and to the extent existing and available, environmental assessment reports and (i) a completed “Life-of-Loan”
Federal Emergency Management Agency standard flood hazard determination, (ii) in the event that such after acquired Material Real
Property is located in a special flood hazard area, a notice executed by such Loan Party about such special flood hazard area
status in respect of such Mortgage and (iii) if the Loan Party notice described in the immediately preceding clause (ii) is required
to be given and, to the extent flood insurance is required by any applicable Flood Insurance Laws, evidence, in form and substance
reasonably satisfactory to the Administrative Agent, of a flood insurance policy in compliance in all material respects with the
Flood Insurance Laws (including without limitation, in an amount required under the Flood Insurance Laws)). No later than 45 days
prior to the date on which a Mortgage is to be executed by the Administrative Agent, the Administrative Agent shall use commercially
reasonable efforts to provide any Lenders notice of entry into such Mortgage (which notice may be delivered electronically and
which notice shall be delivered promptly (and, in any event, within five Business Days) after the Administrative Agent has received
notice from the Borrower of the intention to enter into such Mortgage (the date of delivery of such notice to the Lenders, the
 “Mortgage Notification Date”)), together with copies of the deliverables specified in clauses (i), (ii) and
(iii) above and upon confirmation from each Lender that the flood insurance due diligence required to be conducted by such Lender
has been completed and any other flood insurance requirements applicable to such Lender have been complied with, in each case
under applicable Flood Insurance Laws, the relevant Loan Party may provide such Mortgage. Notwithstanding anything to the contrary
contained herein, if due to the Administrative Agent’s failure to deliver the notice to the Lenders set forth in this clause
(c), a Mortgage cannot be executed within the time period set forth in clause (b) above, then (i) the Administrative Agent agrees
that the extension of the deadline to execute such Mortgage to the date that is 45 days after the Mortgage Notification Date is
reasonable and the Administrative Agent consents to such extension and (ii) no Default or Event of Default shall be deemed to
have occurred due to the failure of the applicable Loan Party to execute such Mortgage within such original time period.


 



    126


     


    




 


(d)          [Reserved].




 


(e)           [Reserved].




 


(f)           Notwithstanding
the foregoing, (i) the Loan Parties shall not be required to grant a security interest in any assets to the extent the grant or
perfection of a security interest in such asset would be prohibited by applicable Law, (ii) no action outside of the United States
shall be required in order to create or perfect any security interest in any asset, and no security or pledge agreements or intellectual
property filing, search or schedule shall be required that is not governed by the Laws of the United States, (iii) the following
Collateral shall not be required to be perfected (other than to the extent perfected by the filing of a UCC financing statement):
(A) assets requiring perfection through control agreements or other control arrangements, including in respect of any deposit,
securities or commodities accounts (other than control of pledged capital stock and material intercompany notes, in each case
to the extent otherwise constituting Collateral), (B) commercial tort claims in which the amount claimed is less than $3,000,000
individually, (C) motor vehicles and other assets subject to certificates of title and letter of credit rights with a value of
less than $3,000,000 (to the extent not constituting a supporting obligation) (it being understood that no actions shall be required
to perfect a security interest in letter of credit rights other than the filing of a Uniform Commercial Code financing statement
or the equivalent thereof), (iv) promissory notes to the extent evidencing third-party debt for borrowed money in a principal
amount (individually) of less than $3,000,000 shall not be required to be delivered and (v) share certificates of Immaterial Subsidiaries,
Unrestricted Subsidiaries, non-wholly-owned Subsidiaries and Persons that are not Subsidiaries shall not be required to be delivered.


 


Section 6.14.      Further
Assurances.  


 


(a)           Promptly upon reasonable request by the Administrative Agent, (i) correct any material defect
or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other document
or instrument relating to any Collateral and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register
and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent
may reasonably require from time to time in order to carry out more effectively the purposes of the Collateral Documents.


 


(b)           Concurrently
with the delivery of each Compliance Certificate pursuant to Section 6.02(a), sign and deliver to the Administrative Agent an
appropriate Intellectual Property Security Agreement with respect to all after-acquired intellectual property (as defined in the
Security Agreement) owned by it as of the last day of the period for which such Compliance Certificate is delivered, to the extent
that such after-acquired intellectual property is not covered by any previous Intellectual Property Security Agreement so signed
and delivered by it; provided that an Intellectual Property Security Agreement shall not be required to be delivered with
respect to after-acquired intellectual property except as provided in the Security Agreement. In each case, the Borrower will,
and will cause each of the Subsidiary Guarantors to, promptly cooperate as necessary to enable the Administrative Agent to make
any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as
appropriate.


 


Section 6.15.      Designation
of Subsidiaries. The Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary
or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a), immediately before and after such designation,
no Event of Default shall have occurred and be continuing, (b) the Borrower shall not be designated as an Unrestricted Subsidiary
and (c) after giving Pro Forma Effect to any such designation, the Total Net Leverage Ratio shall not exceed 4.00:1.00. The designation
of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein
at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the
amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after
the Closing Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Indebtedness of such
Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 7.03,
but will not be considered the sale or issuance of Equity Interests for purposes of Section 7.05.


 



    127


     


    

 





Section 6.16.      [Reserved].


 


Section 6.17.      [Reserved].


 


Section
6.18.     Ratings.   Use commercially reasonable efforts to obtain (and maintain
in effect) a public corporate family and/or public corporate credit rating, as applicable, and public ratings in respect of the
Initial Term Facility provided pursuant to this Agreement, in each case, from each of S&P and Moody’s; provided
that in no event shall the Borrower be required to maintain any specific rating with any such agency.


 


Section
6.19.      Lender Calls.   Following each delivery of the annual and quarterly
financials pursuant to Sections 6.01(a) and (b), host a conference call, at the time selected by Holdings and reasonably
acceptable to the Administrative Agent, with the Lenders to review the financial information provided therein.


 


Section
6.20.      Post-Closing Covenants.   Each of Holdings and the Borrower agrees
to deliver, or cause to be delivered to the Administrative Agent, the items described on Schedule 6.20 on the dates and
by the times specified with respect to such items, or such later time as may be agreed to by the Administrative Agent in its reasonable
discretion.


 


ARTICLE 7





NEGATIVE
COVENANTS


 


From
the Closing Date until the Termination Date, each of Holdings and the Borrower shall not, nor shall Holdings or the Borrower permit
any of the Restricted Subsidiaries to, directly or indirectly:


 


Section
7.01.      Liens.  Create, incur, assume or suffer to exist any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired, other than the following:


 


(a)           Liens
pursuant to any Loan Document;




 


(b)          Liens
existing on the Closing Date securing Indebtedness or other obligations in existence on the Closing Date listed on Schedule
7.01 and any modifications, replacements, refinancings, renewals or extensions thereof; provided that (i) the Lien
does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property
covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof and
(ii) the modification, replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens (if
such obligations constitute Indebtedness) is permitted by Section 7.03;


 


(c)          Liens
for Taxes, assessments or governmental charges (i) not yet due and payable, (ii) the amount or validity of which is being contested
in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable
Person in accordance with GAAP or (iii) with respect to which the failure to make payment could not reasonably be expected to
have a Material Adverse Effect;


 



    128


     


    







 


(d)           statutory
Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising
in the ordinary course of business which secure amounts not overdue for a period of more than 60 days or, if more than 60 days
overdue, (i) no action has been taken to enforce such Lien, (ii) such Lien is being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person
in accordance with GAAP or (iii) with respect to which the failure to make payment as to all such amounts, in the aggregate, could
not reasonably be expected to have a Material Adverse Effect;


 


(e)           (i)
Liens incurred in the ordinary course of business in connection with workers’ compensation, pensions, unemployment insurance
and other social security legislation and (ii) Liens incurred in the ordinary course of business securing insurance premiums or
reimbursement obligations under insurance policies;


 


(f)           deposits
to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money),
statutory obligations, surety, stay, customs and appeal bonds, performance bonds, performance and completion guarantees and other
obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary
course of business;


 


(g)         (i)
easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting
real property which, in the aggregate, do not in any case materially and adversely interfere with the ordinary conduct of the
business of Holdings and its Restricted Subsidiaries and (ii) with respect to any Material Real Property subject to a Mortgage,
any exception on the Title Policy related thereto;


 


(h)          
Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);


 


(i)            Liens
securing Indebtedness permitted under Section 7.03(f); provided that (i) such Liens attach concurrently with or within
two hundred seventy (270) days after the acquisition, construction, repair, replacement or improvement (as applicable) of the
property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such
Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and
customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any
assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits)
other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by
one lender may be cross-collateralized to other financings of equipment provided by such lender;


 


(j)            (i)
leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (A) interfere
in any material respect with the business of Holdings or any of its material Restricted Subsidiaries or (B) secure any Indebtedness
(other than any obligation that is Indebtedness solely as a result of the operation of clause (e) of the definition thereof),
(ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by Holdings
or any Restricted Subsidiary or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to
require periodic payments as a condition to the continuance thereof and (iii) any interest or title of a lessor, sublessor, or
licensor under any lease or lease agreement to which Holdings or any of its material Restricted Subsidiaries is a party, and interests
of any other party granted by such licensor or lessor in such licensor’s or lessor’s fee or other interest;


 



    129


     


    

 





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


 


(l)            Liens
(i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or similar law on items in the course of collection,
(ii) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, (iii) in
favor of a banking or other financial institution or entities and/or electronic payment service providers arising as a matter
of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which
are within the general parameters customary in the banking industry and (iv) arising by the terms of documents of banks or other
financial institutions in relation to the maintenance or administration of deposit accounts or, securities accounts;


 


(m)          Liens
(i) (A) on advances of cash or Cash Equivalents or escrow deposits in favor of the seller of any property to be acquired in an
Investment permitted pursuant to Section 7.02 to be applied against the purchase price for such Investment, and (B) consisting
of an agreement to Dispose of any property in a Disposition permitted under Section 7.05 and (ii) on cash earnest money
deposits made by Holdings or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted
hereunder;


 


(n)           Liens
on assets that are not Collateral, including on the property of any Non-U.S. Subsidiary of the Borrower (including Equity Interests
held by such Non-U.S. Subsidiary) securing Indebtedness of such Non-U.S. Subsidiary to the extent permitted under Section 7.03;
provided that, to the extent such Liens are on assets owned by a Loan Party, such Liens shall only secure Indebtedness or other
obligations otherwise permitted hereunder and in an aggregate principal amount not to exceed the greater of (x) $5,000,000 and
(y) 7.5% of Consolidated EBITDA as of the last day of the most recently ended Test Period;


 


(o)          Liens
in favor of Holdings or any Restricted Subsidiary securing Indebtedness permitted under Section 7.03(e) or other obligations
other than Indebtedness owed by Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary;


 


(p)          
Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person
becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.15), in each
case after the date hereof; provided that (i) such Lien was not created in contemplation of such acquisition or such Person
becoming a Restricted Subsidiary, (ii) any such Lien shall not encumber any other property of Holdings or any of the Restricted
Subsidiaries (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing
Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder
that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement
shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and
(iii) the Indebtedness secured thereby is permitted under Section 7.03;


 


(q)           Liens
arising from precautionary UCC financing statement filings (or similar filings under applicable Law) regarding leases entered
into by Holdings or any of the Restricted Subsidiaries in the ordinary course of business (and Liens consisting of the interests
or title of the respective lessors thereunder);








 






    130


     


    

 


(r)            Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Holdings
or any Restricted Subsidiary in the ordinary course of business not prohibited by this Agreement;


 


(s)           Liens
that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection
with the issuance of Indebtedness (other than Indebtedness described in clause (e) of the definition thereof), (ii) relating to
pooled deposit or sweep accounts of Holdings or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations
incurred in the ordinary course of business of such Restricted Company and (iii) relating to purchase orders and other similar
agreements entered into in the ordinary course of business;


 


(t)            Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(u)          any
zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real
property;


 


(v)          Liens
on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of
documentary letters of credit and/or bank guarantees issued for the account of such Person to facilitate the purchase, shipment
or storage of such inventory or goods in the ordinary course of business;


 


(w)          any
pledge of the Equity Interests of an Unrestricted Subsidiary or Non-U.S. Subsidiary (other than any Equity Interests of a Non-U.S.
Subsidiary that constitute Collateral) to secure Indebtedness of such Unrestricted Subsidiary or Non-U.S. Subsidiary, as applicable,
to the extent such pledge constitutes an Investment permitted under this Agreement;


 


(x)           other
Liens securing Indebtedness or other obligations outstanding in an aggregate principal amount not to exceed the greater of (x)
$5,000,000 and (y) 10.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period;


 


(y)           Liens
securing Indebtedness permitted under Section 7.03(y) (provided that (i) such Liens shall only secure the obligations secured
on the date of the Permitted Acquisition or other Investment and such liens shall not extend to any other property of Holdings
and its Restricted Subsidiaries and (ii) no such Lien was created in contemplation of the applicable acquisition or other Investment),
Section 7.03(z), Section 7.03(aa), Section 7.03(bb) and Section 7.03(ee), in each case, to the extent
contemplated by, and subject to the limitations set forth in such provisions; provided that, to the extent such Lien is
on the Collateral, the beneficiaries thereof (or an agent on their behalf) shall have become party to an Acceptable Intercreditor
Agreement pursuant to the terms thereof;


 


(z)           Liens
on the Collateral securing any Credit Agreement Refinancing Indebtedness;


 


(aa)
            Liens on  the  Collateral securing Secured
Hedging Obligations and Cash Management Obligations;


 


(bb)            Liens
on cash or Cash Equivalents deposited with the applicable representative of the holder of the applicable Indebtedness pending
application of such cash or Cash Equivalents to the defeasance, discharge or redemption of such Indebtedness;


 


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


 








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


 



    131


     


    




 


(ee)           with
respect to any Non-U.S. Subsidiary, other Liens and privileges arising mandatorily by Law;


 


(ff)            
Liens on receivables and related assets arising in connection with a Qualified Securitization Financing and/or Permitted
Receivables Financing;


 


(gg)          
Liens incurred in the ordinary course of business with respect to any overdraft and related liabilities arising from treasury,
depository and cash management services, credit card services, including purchasing card services, or any automated clearing house
transfers of funds;


 


(hh)          
receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates
a Lien on the related inventory and proceeds thereof;


 


(ii)            
Liens on cash or Cash Equivalents securing Swap Contracts in the ordinary course of business submitted for clearing in
accordance with applicable Requirements of Law;


 


(jj)             
the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of
business;


 


(kk)            Liens
arising in connection with any Permitted Tax Restructuring; and




 


(ll)             
Liens on cash or Cash Equivalents held in Escrow for the purpose of satisfying or discharging Indebtedness pursuant to
customary escrow arrangements as described or contemplated in this Agreement.


 


Section 7.02.      Investments.   Make
or hold any Investments, except for the following:


 


(a)          
Investments by Holdings or any Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made,
and the holding of cash or Cash Equivalents at any time by Holdings or any Restricted Subsidiary;


 


(b)          loans
or advances to officers, directors, managers, partners and employees of Holdings (or any direct or indirect parent thereof), Holdings
or its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous
ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any direct
or indirect parent thereof) (provided that, the proceeds of any such loans and advances shall be contributed to Holdings
or the Borrower in cash as common equity) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate
principal amount outstanding, together with the amount outstanding under clause (ii), not to exceed $5,000,000;


 


(c)           [reserved];




 


(d)           Investments
(i) by any Loan Party in any other Loan Party, (ii) by any Person that is not a Loan Party in any Loan Party, (iii) by any Person
that is not a Loan Party in any Restricted Subsidiary of Holdings that is not a Loan Party and (iv) by any Loan Party in any Restricted
Subsidiary of Holdings that is not a Loan Party; provided, that any such Investments under this clause (iv) by Loan
Parties in such Persons that are not Loan Parties shall be either (A) in the ordinary course of business or (B) in an aggregate
amount not to exceed the greater of (x) $6,000,000 and (y) 10.0% of Consolidated EBITDA as of the last day of the most recently
ended Test Period;


 






    132


     


    

 


(e)           Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially
troubled account debtors and other credits to suppliers in the ordinary course of business;


 


(f)            Investments
consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted (other than, in each case,
by reference to this Section 7.02) under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively;


 


(g)
           Investments existing or contemplated on the Closing Date set forth
on Schedule 7.02 and any modification, replacement, renewal or extension thereof; provided that the amount of the
original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.02;


 


(h)           Investments
in Swap Contracts permitted under Section 7.03(g);




 


(i)           
promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05;


 


(j)           
the purchase or other acquisition of (x) all or substantially all of the property and assets or businesses of any Person,
(y) assets constituting a business unit, a line of business or division of any Person, or (z) Equity Interests in (i) a Person
that becomes a Restricted Subsidiary as a result of such purchase or acquisition (including as a result of a merger or consolidation),
subject to the Borrower’s right to designate any such Person as an Unrestricted Subsidiary and/or (ii) a Restricted Subsidiary
to increase the percentage of ownership thereof held by Holdings or any Restricted Subsidiary (each, a “Permitted Acquisition”);
provided that (i) after giving effect to any such purchase or other acquisition, and subject in all respects to the LCT
Provisions (if applicable), no Specified Event of Default shall have occurred and be continuing or would result therefrom and
Holdings shall be in compliance with the covenant in Section 7.11 and (ii) to the extent required pursuant to Section
6.13, (A) the property, assets and businesses acquired in such purchase or other acquisition shall become Collateral and (B)
any newly created or acquired Restricted Subsidiary (other than an Excluded Subsidiary) shall become Guarantors;


 


(k)           Investments
(including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of any Person and
in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure
with respect to any secured Investment or other transfer of title with respect to any secured Investment;


 


(l)            Investments
in Holdings or any of its Restricted Subsidiaries in connection with intercompany cash management arrangements and related activities
in the ordinary course of business;


 


(m)          advances
of payroll payments to employees in the ordinary course of business;




 


(n)
          Guarantees by Holdings or any Restricted Subsidiary of leases (other than
Capitalized Leases) or other obligations that do not constitute Indebtedness, in each case, entered into in the ordinary course
of business;


 


(o)           Investments
in the ordinary course consisting of endorsements for collection or deposit and customary trade arrangements with customers;


 






    133


     


    

 








(p)           Investments
in JV Entities and Unrestricted Subsidiaries after the Closing Date (it being understood and agreed that the book value of the
assets of an Unrestricted Subsidiary at the time of its designation as such pursuant to Section 6.15 shall be deemed to
be an Investment made in such Unrestricted Subsidiary in an amount equal to such book value, but if such Unrestricted Subsidiary
is not wholly-owned by Holdings or any Restricted Subsidiary, only an amount proportional to Holdings or such Restricted Subsidiary’s
ownership therein shall be included in this calculation) in an aggregate amount for all such Investments (less an amount equal
to the book value of all Unrestricted Subsidiaries that, after the Closing Date, are redesignated by Holdings to be Restricted
Subsidiaries, calculated as of the date of such redesignation) not to exceed for all JV Entities and Unrestricted Subsidiaries,
at the time such Investment is made and after giving effect to such Investment, the sum of (i) an amount equal to the greater
of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period as of such time
plus (ii) the aggregate amount of any cash repayment of or return on such Investments theretofore received by Holdings or any
Restricted Subsidiary after the Closing Date;


 


(q)           Investments
made in connection with any Permitted Tax Restructuring;




 


(r)           
loans and advances to any direct or indirect parent of Holdings in lieu of, and not in excess of the amount of (after giving
effect to any other such loans or advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted
to be made to such direct or indirect parent in accordance with Section 7.06; provided that any such loan or advance
shall reduce the amount of such applicable Restricted Payment thereafter permitted under Section 7.06 by a corresponding
amount (if such applicable provision of Section 7.06 contains a maximum amount);


 


(s)           other
Investments in an aggregate amount, as valued at cost at the time each such In-vestment is made and including all related commitments
for future Investments, not exceeding (i) the greater of (x) $15,000,000 and (y) 27.0% of Consolidated EBITDA as of the last day
of the most recently ended Test Period; provided that after giving Pro Forma Effect to such Investment, no Specified Event
of Default shall be continuing or would result therefrom; plus (ii) an amount equal to any returns of capital or sale proceeds
actually received by Holdings or a Restricted Subsidiary after the Closing Date in cash in respect of any such Investments (which
amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made);


 


(t)            Investments
in an amount not to exceed the Available Amount; provided that with respect to Investments made in reliance on the Growth
Amount, no Specified Event of Default would result therefrom;


 


(u)          
Investments in a Similar Business after the Closing Date in an aggregate amount for all such Investments not to exceed, at the
time such Investment is made and after giving effect to such Investment, the sum of (i) an amount equal to the greater of (x)
$15,000,000 and (y) 27.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period as of such time plus
(ii) the aggregate amount of any cash repayment of or return on such Investments theretofore received by Holdings or any Restricted
Subsidiary after the Closing Date;


 


(v)          other
Investments; provided that after giving Pro Forma Effect to such Investment, no Specified Event of Default shall be continuing
or would result therefrom, and the Senior Secured Net Leverage Ratio shall not exceed 3.25:1.00;


 


(w)          Investments
necessary to consummate the Transactions;




 


(x)           
(i) Investments of any Restricted Subsidiary acquired after the Closing Date (other than as a result of a redesignation
of any Unrestricted Subsidiary), or of any Person (other than an Unrestricted Subsidiary) acquired by, or merged into or consolidated
or amalgamated with, Holdings or any Restricted Subsidiary after the Closing Date, in each case pursuant to an Investment otherwise
permitted by this Section 7.02 to the extent that such Investments of such Person were not made in contemplation of or
in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition,
merger, amalgamation or consolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted
under clause (i) of this Section 7.02(x) so long as any such modification, replacement, renewal or extension thereof does
not increase the amount of such Investment;


 






    134


     


    

 



 


(y)               
 [reserved];




 


(z)               
any Investment made by any Unrestricted Subsidiary prior to the date on which such Unrestricted Subsidiary is designated
as a Restricted Subsidiary so long as the relevant Investment was not made in contemplation of the designation of such Unrestricted
Subsidiary as a Restricted Subsidiary;


 


(aa)       Investments
(i) in connection with a Qualified Securitization Financing or a Permitted Receivables Financing and (ii) distributions or payments
of Securitization Fees and purchases of Securitization Assets or Receivables Assets in connection with a Qualified Securitization
Financing or Permitted Receivables Financing;


 


(bb)       Investments
to the extent that payment for such Investments is made with Qualified Equity Interests (to the extent not otherwise applied under
this Agreement and other than any Cure Amount); provided that, any amounts used for such an Investment or other acquisition
that are not Qualified Equity Interests shall otherwise be permitted pursuant to this Section 7.02;


 


(cc)       the
forgiveness or conversion to Qualified Equity Interests of any intercompany Indebtedness owed to Holdings or any Restricted Subsidiary
or the cancellation or forgiveness of any Indebtedness owed to Holdings (or any parent entity) or a Subsidiary from any members
of management of Holdings (or any parent entity) or any Subsidiary, in each case permitted by Section 7.03; and


 


(dd)       to
the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases,
acquisitions, licenses or leases of other assets, IP Rights, or other rights, in each case in the ordinary course of business.


 


To the extent an Investment
is permitted to be made by Holdings or a Restricted Subsidiary in any Restricted Subsidiary or any other Person who is not Holdings
or a Subsidiary Guarantor (each such Person, a “Target Person”) under any provision of this Section 7.02,
such Investment may be made by advance or, contribution by Borrower or other Loan Party to a Restricted Subsidiary, which is then
substantially concurrently applied by such Restricted Subsidiary for purposes of making the relevant Investment in the Target
Person in accordance with this Section 7.02 (other than this sentence) without such initial advance or, contribution constituting
an Investment for purposes of this Section 7.02.


 


Section 7.03. Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness, except for the following:


 


(a)       Indebtedness
of the Loan Parties under the Loan Documents (including any Additional Loans or Additional Commitments);


 


(b)       
[reserved];




 









    135


     


    

 





(c)       Indebtedness
incurred prior to the Closing Date and outstanding on the Closing Date that is permitted to remain outstanding under the Acquisition
Agreement and any Permitted Refinancing thereof;


 


(d)       Guarantees
by any Loan Party in respect of Indebtedness of Holdings or another Restricted Subsidiary otherwise permitted hereunder; provided
that if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the
Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;


 


(e)       Indebtedness
of Holdings or any Restricted Subsidiary owing to Holdings or a Restricted Subsidiary that constitutes an Investment permitted
by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party
shall be subject to the subordination terms set forth in the Intercompany Note;


 


(f)       (i)
Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair,
replacement or improvement of fixed or capital assets (provided that such Indebtedness is incurred concurrently with or
within two hundred seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement), (ii)
Attributable Indebtedness arising out of Permitted Sale Leasebacks and (iii) any Permitted Refinancing of any Indebtedness set
forth in the immediately preceding clauses (i) and (ii); provided that the aggregate principal amount of
Indebtedness (including without limitation Attributable Indebtedness, but excluding Attributable Indebtedness incurred pursuant
to clause (ii)) under this Section 7.03(f) does not exceed the greater of (x) $7,500,000 and (y) 15.0% of Consolidated
EBITDA of Holdings for the most recently ended Test Period;


 


(g)       Indebtedness
in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes;


 


(h)       Indebtedness
of Holdings or any of its Restricted Subsidiaries arising pursuant to any Permitted Tax Restructuring;


 


(i)       [reserved];




 


(j)       Indebtedness
incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’
acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect
of workers compensation claims, health, disability or other employee benefits (including pursuant to any social security laws)
or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations
regarding workers compensation claims;


 


(k)       Indebtedness
consisting of obligations of Holdings (or any direct or indirect parent of Holdings) or any of its Restricted Subsidiaries under
deferred compensation or other similar arrangements incurred by such Person in the ordinary course of business or otherwise in
connection with the Transactions and Permitted Acquisitions or any other Investment expressly permitted hereunder;


 


(l)       Indebtedness
to future, present or former directors, officers, members of management, employees or consultants of Holdings or any of its Subsidiaries
or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity
Interests of Holdings (or any direct or indirect parent thereof) permitted by Section 7.06;


 






    136


     


    

 





(m)       [reserved];




 


(n)       Indebtedness
incurred by Holdings or any of its Restricted Subsidiaries in a




 


Permitted Acquisition, any other Investment
expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations
in respect of purchase price (including earn-outs) or other similar adjustments;


 


(o)       Indebtedness
in connection with intercompany cash management arrangements and related activities in the ordinary course of business;


 


(p)       Indebtedness
in connection with Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse
arrangements, overdraft protections,


cash pooling arrangements, purchase card
and similar arrangements in each case incurred in the ordinary course;


 


(q)       Indebtedness
consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations of Holdings or any Restricted Subsidiary
contained in supply arrangements, in each case, in the ordinary course of business;


 


(r)       Indebtedness
of Non-Loan Parties in an aggregate principal amount not to exceed the greater of (x) $5,000,000 and (y) 10.0% of Consolidated
EBITDA of Holdings as of the last day of the most recently ended Test Period;


 


(s)       obligations
in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided
by the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar
instruments related thereto, in each case in the ordinary course of business or consistent with past practice;


 


(t)       [reserved];




 


(u)       [reserved];




 


(v)       Indebtedness
consisting of obligations owing under any customer or supplier incentive, supply, license or similar agreements entered into in
the ordinary course of business;


 


(w)       customer
deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the
ordinary course of business;


 


(x)       other
Indebtedness in an aggregate principal amount not to exceed the greater of (x) $7,500,000
and (y) 15.0% of Consolidated EBITDA of Holdings as of the last day of the most recently ended Test Period;


 


(y)       Indebtedness
of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary) after the date hereof
and/or any other Indebtedness otherwise assumed in connection with an acquisition or any other Investment not prohibited hereunder,
to the extent such Indebtedness was not incurred in contemplation of such acquisition or other Investment in an aggregate principal
amount for not to exceed the greater of (x) $7,500,000 and (y) 15.0% of Consolidated EBITDA of Holdings as of the last day of
the most recently ended Test Period;


 


(z)       Ratio
Debt;


 






    137


     


    

 





(aa)         Incremental
Equivalent Debt;




 


(bb)         Credit
Agreement Refinancing Indebtedness;




 


(cc)         [reserved];




 


(dd)         Indebtedness
with respect to any Permitted Recourse Receivables Financing;




 


(ee)         [reserved];




 


(ff)         Indebtedness
of Holdings or any Restricted Subsidiary in an amount equal to the aggregate amount of cash contributions made after the Closing
Date to Holdings and contributed to the Borrower in exchange for Qualified Equity Interests of Holdings, except to the extent
utilized in connection with any other transaction permitted by Section 7.02 or Section 7.08, and except to the extent
such amount increases the Available Amount or constitutes a Cure Amount;


 


(gg)         Indebtedness
of any Restricted Subsidiary that is not a Loan Party incurred under working capital lines, lines of credit or overdraft facilities
in an individual principal amount at any time outstanding not to exceed the greater of $3,000,000 and 5.0% of Consolidated EBITDA
of Holdings as of the last day of the most recently ended Test Period; and


 


(hh)         all
premiums (if any), interest (including post-petition interest, capitalized interest or interest otherwise payable in kind), fees,
expenses, charges and additional or contingent interest on obligations described in the foregoing clauses of this Section 7.03.


 


The accrual of interest,
the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an
incurrence of Indebtedness for purposes of this Section 7.03.


 


Section 7.04. Fundamental
Changes. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it,
liquidate or dissolve, including by an allocation of assets among newly divided limited liability companies pursuant to a “plan
of division” under the Delaware Limited Liability Company Act, except that:


 


(a)         (i)
(A) any Person may merge, amalgamate or consolidate with or into the Borrower in a transaction in which the Borrower is the surviving
entity or (B) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, which
shall not be an operating company, and shall not hold any Equity Interests directly or indirectly in any operating company, the
 “Successor Borrower”), (v) no Event of Default shall exist or result therefrom, (w) the Successor Borrower
shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy
any applicable “know your customer” requirements, (x) the Borrower shall be an entity organized or existing under
the law of the United States, (y) the Successor Borrower shall expressly assume the Obligations of the Borrower in a manner reasonably
satisfactory to the Administrative Agent and (z) except as the Administrative Agent may otherwise agree, each Guarantor, unless
it is the other party to such merger or consolidation, shall have executed and delivered a customary reaffirmation agreement with
respect to its obligations under the Loan Documents; it being understood and agreed that if the foregoing conditions under clauses
(w) through (z) are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement
and the other Loan Documents,


 






    138


     


    

 


(ii)         any
Restricted Subsidiary may effect a merger, amalgamation, dissolution, winding up, liquidation, or consolidation into any Person
in order to consummate an Investment or asset Disposition permitted by Section 7.02 or Section 7.05, respectively;
provided that when any Restricted Subsidiary that is a Loan Party is merging with a Person that is not a Loan Party, to the extent
such other Person is required to become a Guarantor, it shall deliver all information as may be reasonably requested by the Administrative
Agent to satisfy any applicable “know your customer” requirements, and


 


(iii)         any
Restricted Subsidiary may merge, amalgamate or consolidate with or into the Borrower, or any other Restricted Subsidiary; provided
that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, a Loan Party shall
be the continuing or surviving Person;


 


(b)         (i)
any Restricted Subsidiary may change its legal form, in each case, if the Borrower determines in good faith that such action is
in the best interests of Holdings and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders and (ii)
the Borrower may change its legal form (or, upon not less than fifteen (15) days’ notice to the Administrative Agent, its
jurisdiction of organization or formation; provided that, with respect to any Restricted Subsidiary that is a U.S. Subsidiary,
such Restricted Subsidiary shall not change its jurisdiction of organization or formation to any jurisdiction other than that
of the United States, any State thereof or the District of Columbia without the prior written consent of the Administrative Agent,
such consent not to be unreasonably withheld, conditioned or delayed) if it determines in good faith that such action is in the
best interests of Holdings and its Restricted Subsidiaries, and the Administrative Agent reasonably determines it is not disadvantageous
to the Lenders;


 


(c)         any
Restricted Subsidiary other than the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation
or otherwise) to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party,
then either (i) the transferee must be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be
a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Section 7.02
and Section 7.03, respectively; and


 


(d)         the
Transactions and any Permitted Tax Restructuring may be consummated.


 


Section 7.05. Dispositions.
Make any Disposition of any of its property (other than any Disposition having a fair market value not in excess of (x) $1,000,000
for any single transaction or series of related transactions or (y) the greater of $3,000,000 and 5.0% of Consolidated EBITDA
of Holdings as of the last day of the most recently ended Test Period in the aggregate for all such Dispositions described in
this parenthetical), except:


 


(a)       Dispositions
of obsolete, used, surplus, negligible, uneconomical or worn out property, whether now owned or hereafter acquired, in the ordinary
course of business and Dispositions of property no longer used or useful in the conduct of the business of Holdings or any Restricted
Subsidiary or Dispositions of non-core assets and property or assets and property otherwise commercially unreasonable to retain;


 


(b)       Dispositions
of inventory and immaterial assets in the ordinary course of business;


 






    139


     


    

 


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


 


(d)       Dispositions
of property by Holdings or any Restricted Subsidiary to the Borrower or another Restricted Subsidiary; provided that if
the transferor of such property is a Loan Party (x) the transferee thereof must be a Loan Party or (y) to the extent such transaction
constitutes an Investment in a Restricted Subsidiary that is not a Loan Party, such transaction is permitted by Section 7.02;


 


(e)       Dispositions
permitted (other than by reference to this Section 7.05) by Section 7.02, Section 7.04 and Section 7.06 and Liens permitted
by Section 7.01;


 


(f)       Dispositions
of cash and Cash Equivalents;




 


(g)       Dispositions
of accounts receivable in connection with the collection or compromise thereof;


 


(h)       leases,
subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the
business of Holdings or any Restricted Subsidiary;


 


(i)       transfers
of property subject to Casualty Events;




 


(j)       Dispositions
in the ordinary course of business consisting of the abandonment or lapse of IP Rights which, in the reasonable good faith determination
of Holdings, are not material to the conduct of the business of Holdings or any Restricted Subsidiary;


 


(k)       Dispositions
of Investments in JV Entities to the extent required by, or made pursuant to buy/sell arrangements between the JV Entity parties
set forth in, JV Entity arrangements and similar binding arrangements (i) in substantially the form as such arrangements are in
effect on the Closing Date or (ii) to the extent that the Net Cash Proceeds of such Disposition are either reinvested or applied
to prepay the Initial Term Loans pursuant to Section 2.06(b);


 


(l)       Dispositions
in connection with any Permitted Tax Restructuring;




 


(m)       [reserved];




 


(n)       Dispositions
of tangible property in the ordinary course of business as part of a like-kind exchange under Section 1031 of the Code;


 


(o)       voluntary
terminations of Swap Contracts;




 


(p)       Dispositions
of a non-core line of business (and related property and assets) for which a commitment to Dispose of such non-core line of business
has been entered into on or prior to the


first anniversary of the Closing Date and which have
actually been Disposed of within 18 months from the Closing Date;


 


(q)       Permitted
Sale Leasebacks; provided, that the amount of such Permitted Sale Leasebacks since the Closing Date shall not, in the aggregate,
exceed the greater of $10,000,000 and 19.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period;


 






    140


     


    

 


(r)       Dispositions
of property by Holdings or any Restricted Subsidiary not otherwise permitted under this Section 7.05; provided that
(i) at the time of execution of any binding agreement in respect of such Disposition (or if there is no such agreement entered
into, at the time of such Disposition), no Event of Default shall exist or would result from such Disposition, (ii) any such Disposition
of property for a purchase price in excess of $2,500,000 is made for fair market value, (iii) with respect to any Disposition
(or series of related Dispositions) under this Section 7.05(r) Holdings or any of the Restricted Subsidiaries shall receive not
less than 75% of such consideration in the form of cash or Cash Equivalents on a cumulative basis for all such Dispositions following
the Closing Date (provided that for the purposes of this clause (r)(ii), the following shall be deemed to be cash:
(A) the assumption by the transferee of Indebtedness or other liabilities (other than Indebtedness or liabilities that are subordinated
in right of payment to the Loan Obligations) contingent or otherwise of Holdings and its Restricted Subsidiaries and the valid
release of Holdings or such Restricted Subsidiary by all applicable creditors in writing, from all liability on such Indebtedness
or other liability in connection with such Disposition, (B) securities, notes or other obligations received by Holdings or any
of its Restricted Subsidiaries from the transferee that are converted by Holdings or such Restricted Subsidiaries into cash or
Cash Equivalents within 180 days following the closing of such Disposition, (C) Indebtedness (other than Indebtedness or liabilities
that are subordinated in right of payment to the Loan Obligations) of any Restricted Subsidiary that is disposed of pursuant to
such Disposition and that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that Holdings and
each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition
and (D) aggregate non-cash consideration received by Holdings and its Restricted Subsidiaries for all Dispositions under this
clause (r) having an aggregate fair market value (determined as of the closing of the applicable Disposition for which
such non-cash consideration is received) not to exceed the greater of (x) $5,000,000 and (y) 10.0% of Consolidated EBITDA of Holdings
for the most recently ended Test Period at any time outstanding (net of any non-cash consideration converted into cash and Cash
Equivalents received in respect of any such non-cash consideration) and (iv) the Net Cash Proceeds of such Disposition are either
reinvested or applied to prepay the Initial Term Loans pursuant to Section 2.06(b);


 


(s)       other
Dispositions in an amount not to exceed the greater of (x) $3,000,000 and




 


(y)       5.0%
of Consolidated EBITDA as of the last day of the most recently ended Test Period;




 


(t)       the
Borrower and its Restricted Subsidiaries may surrender or waive contractual rights and leases and settle or waive contractual
or litigation claims in the ordinary course of business;


 


(u)       Dispositions
of assets (including Equity Interests) acquired in connection with Permitted Acquisitions or other similar Investments permitted
hereunder for the fair market value thereof, which assets are obsolete or not used or useful to the core or principal business
of the Borrower and the Restricted Subsidiaries or which Dispositions are made to obtain the approval of any applicable antitrust
authority in connection with such Permitted Acquisition or similar Investment;


 


(v)       any
swap of assets in exchange for services or other assets of comparable or greater fair market value useful to the business of Holdings
and its Restricted Subsidiaries as a whole, as determined in good faith by the Borrower;


 


(w)       any
sale of Equity Interests in, or Indebtedness of or other securities of, an Unrestricted Subsidiary (other than any Unrestricted
Subsidiaries, all or substantially all the assets which consist of cash and Cash Equivalents);


 


(x)       Dispositions
of Securitization Assets or Receivables Assets, or participations therein, in connection with any Qualified Securitization Financing
or Permitted Receivables Financing, or the disposition of an account receivable in connection with the collection or compromise
thereof in the ordinary course of business or consistent with past practice;


 






    141


     


    

 


(y)       the
Transactions may be consummated; and




 


(z)       Dispositions
of any assets that are not Collateral.




 


To the extent any
Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person that is not a Loan Party, such Collateral
shall be sold free and clear of the Liens created by the Loan Documents and, if requested by the Administrative Agent, upon the
certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Administrative
Agent, as applicable, shall be authorized to, and are directed by the Required Lenders, to take and shall take any actions deemed
appropriate in order to effect the foregoing.


 


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


 


(a)       Restricted
Payments to Holdings, the Borrower or any other Restricted Subsidiary;


 


(b)       (i)
Holdings may (or may make Restricted Payments to permit any direct or indirect parent thereof to) redeem in whole or in part any
of its Equity Interests in exchange for another class of its (or such parent’s) Equity Interests or rights to acquire its
Equity Interests or with proceeds from substantially concurrent capital contributions or issuances of new Equity Interests, provided
that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class
of Equity Interests are at least as advantageous to the Lenders as those contained in the Equity Interests redeemed thereby and
(ii) Holdings may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than
Disqualified Equity Interests) of Holdings;


 


(c)       Holdings
may make additional Restricted Payments so long as (1) no Event of Default is continuing or would result therefrom and (2) immediately
after giving effect to such Restricted Payment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less
than or equal to 3.00:1.00;


 


(d)       to
the extent constituting Restricted Payments permitted by other clauses of this Section 7.06, Holdings and its Restricted
Subsidiaries may enter into transactions expressly permitted by Section 7.04, Section 7.05 (other than Section 7.05(e))
or Section 7.07 (other than Section 7.07(j));


 


(e)       repurchases
of Equity Interests in the ordinary course of business of Holdings (or any direct or indirect parent thereof) deemed to occur
upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options
or warrants;


 


(f)       Holdings
may make cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities
convertible into or exchangeable for Equity Interests of Holdings and its Restricted Subsidiaries;


 


(g)       Holdings
may make Restricted Payments in an aggregate amount not to exceed the Available Amount; provided that with respect to Restricted
Payments made in reliance on the Growth Amount, (x) no Event of Default would result therefrom and (y) the Total Net Leverage
Ratio shall not exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis;


 






    142


     


    

 


(h)       Holdings
may, in good faith, pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase,
retirement or other acquisition or retirement for value of Equity Interests of it or any direct or indirect parent thereof held
by any future, present or former employee, director, manager, officer or consultant (or any Affiliates, spouses, former spouses,
other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing)
of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries pursuant to any employee, management, director
or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director
or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director,
manager, officer or consultant of Holdings (or any direct or indirect parent thereof), the Borrower or any Restricted Subsidiary;
provided that such payments shall not exceed $5,000,000 in any calendar year (or, after a Qualifying IPO, the greater of (x) $8,000,000
and (y) 15.0% of Consolidated EBITDA of Holdings as of the last day of the most recently ended Test Period), provided that
any unused portion of the preceding basket for any calendar year may be carried forward to succeeding calendar years, so long
as the aggregate amount of all Restricted Payments made pursuant to this Section 7.06(h) in any calendar year (after giving
effect to such carry forward) shall not exceed $10,000,000 in any calendar year (or, after the Qualifying IPO, the greater of
(x) $14,000,000 and (y) 25.0% of Consolidated EBITDA of Holdings as of the last day of the most recently ended Test Period); provided
further that, cancellation of Indebtedness owing to the Borrower (or any direct or indirect parent thereof) or any of its
Subsidiaries from members of management of the Borrower, any of the Borrower’s direct or indirect parent companies or any
of the Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of any of the Borrower’s
direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any
other provision of this Agreement; provided further that such amount in any calendar year may be increased by an amount
not to exceed:


 


(i)       the
cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of Holdings and, to the extent contributed
to the capital of Holdings (other than through the issuance of Disqualified Equity Interests), Equity Interests of any parent
entity of Holdings, in each case to members of management, directors or consultants of Holdings, any of its Subsidiaries or any
parent entity thereof that occurred after the Closing Date, in each case to the extent not otherwise applied under this Agreement
or constituting a Cure Amount; plus


 






    143


     


    

 


(ii)       the
cash proceeds of key man life insurance policies received by Holdings and its Restricted Subsidiaries after the Closing Date;
less


 


(iii)       the
amount of any Restricted Payments made in previous calendar years pursuant to clauses (i) and (ii) of this proviso;


 


(i)       Holdings
may make additional Restricted Payments in an amount not to exceed $1,000,000; provided that no Specified Event of Default
has occurred and is continuing or would result therefrom;


 


(j)       Holdings
may make Restricted Payments to any direct or indirect parent of Holdings:


 


(i)       the
proceeds of which will be used to pay the consolidated, combined, unitary or similar Tax liability of such parent’s income
Tax that is attributable to the income of Holdings, the Borrower or their respective Subsidiaries; provided that Holdings,
the Borrower, and their applicable Subsidiaries are members of a consolidated, combined, or unitary group for U.S. federal tax
purposes of which the direct or indirect parent of Holdings is the common parent; provided further
that no such payments shall exceed the Tax liability that would have been imposed on Holdings, the Borrower and/or
the applicable Subsidiaries had such entities filed a consolidated, combined, unitary or similar Tax return where Holdings was
the parent entity of such group and the only subsidiaries of Holdings were Borrower and its Subsidiaries;


 


(ii)       the
proceeds of which shall be used to pay such equity holder’s operating costs and expenses incurred in the ordinary course
of business, other overhead costs and expenses and fees (including (v) administrative, legal, accounting and similar expenses
provided by third parties, (w) trustee, directors, managers and general partner fees, (x) [reserved], (y) fees and expenses (other
than such owed to Affiliates) (including any underwriters discounts and commissions) related to any investment or acquisition
transaction (whether or not successful) and (z) payments in respect of indebtedness and equity securities of any direct or indirect
holder of Equity Interests in Holdings to the extent the proceeds are used or will be used to pay expenses or other obligations
described in this Section 7.06(j)) which are in each case reasonable and customary and incurred in the ordinary course
of business and attributable to the ownership or operations of Holdings and its Restricted Subsidiaries (including any reasonable
and customary indemnification claims made by directors, managers or officers of any direct or indirect parent of Holdings attributable
to the direct or indirect ownership or operations of Holdings and its Restricted Subsidiaries) and fees and expenses otherwise
due and payable by Holdings or any Restricted Subsidiary and permitted to be paid by Holdings or such Restricted Subsidiary under
this Agreement;


 


(iii)       the
proceeds of which shall be used to pay franchise and excise Taxes, and other fees and expenses, in each case required to maintain
its (or any of its direct or indirect parents’) existence;


 


(iv)       which
shall be used to pay customary salary, bonus, severance and other benefits payable to officers and employees of Holdings or any
other direct or indirect parent company of Holdings, including Holdings to the extent such salaries, bonuses and other benefits
are attributable to the ownership or operation of Holdings and its Restricted Subsidiaries;


 


(v)       to
finance any Investment made by such direct or indirect parent that, if made by Holdings, would be permitted to be made pursuant
to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing
of such Investment and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether
assets or Equity Interests) to be held by or contributed to Holdings or a Restricted Subsidiary or (2) the merger (to the extent
permitted in Section 7.04) of the Person formed or acquired into Holdings or a Restricted Subsidiary in order to consummate
such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.13; and/or


 


(vi)       the
proceeds of which shall be used to (A) pay customary costs, fees and expenses (other than to Affiliates) related to any equity
or debt offering permitted by this Agreement and (B) without duplication, to pay Public Company Costs;


 


(k)       Holdings
may make Restricted Payments in connection with the Transactions (other than clause (c) of the definition thereof);


 


(l)       [reserved];




 


(m)       Restricted
Payments in an amount equal to the aggregate amount of cash contributions made after the Closing Date to Holdings and contributed
to the Borrower in exchange for Qualified Equity Interests of Holdings, except to the extent utilized in connection with any other
transaction permitted by Section 7.02 or Section 7.08, and except to the extent such amount increases the Available
Amount or constitutes a Cure Amount;


 






    144


     


    

 


(n)       [reserved];




 


(o)       [reserved];




 


(p)       the
declaration and payment of dividends on Disqualified Equity Interests incurred in accordance with Section 7.03;


 


(q)       payments
made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former employee, director,
manager or consultant and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in
connection with the exercise of stock options or warrants and the vesting of restricted stock and restricted stock units; and


 


(r)       distributions
or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets or Receivables Assets and
purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligation, in each case in connection
with a Qualified Securitization Financing or Permitted Receivables Financing.


 


Section 7.07. Transactions
with Affiliates. Enter into any transaction (other than any transaction or series of transactions having a fair market value
not in excess of the greater of (x) $3,000,000 and (y) 5.0% of Consolidated EBITDA of Holdings for the most recently ended Test
Period) of any kind with any Affiliate of Holdings, whether or not in the ordinary course of business on terms that are less favorable
to Holdings or such Restricted Subsidiary, as the case may be, than those that would be obtained at the time in a comparable arm’s-length
transaction with a Person who is not an Affiliate, other than:


 


(a)       transactions
among Holdings or the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction;


 


(b)       [reserved];




 


(c)       the
Transactions and the payment of fees and expenses in connection with the consummation of the Transactions;


 


(d)       the
payment of (i) advisory, consulting, refinancing, subsequent transaction and exit fees in an aggregate amount in any fiscal year
not to exceed the greater of (x) the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on
the date hereof and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in
effect on the date hereof and (y) the greater of (1) $1.0 million and (2) 0.25% of the Consolidated EBITDA of Holdings for the
most recently ended Test Period per fiscal year and (ii) related indemnities and reasonable expenses; provided that, upon the
occurrence and during the continuance of a Specified Event of Default, such amounts described in clause (i) may accrue, but not
be payable in cash during such period, but all such accrued amounts (plus accrued interest, if any, with respect thereto) may
be payable in cash upon the cure or waiver of such Specified Event of Default;


 


(e)       transactions
with customers, clients, suppliers, joint ventures, purchasers or sellers of goods or services or providers of employees or other
labor entered into in the ordinary course of business, which are fair to Holdings and/or its applicable Restricted Subsidiary
in the good faith determination of the board of directors (or similar governing body) of Holdings or the senior management thereof,
or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;


 






    145


     


    

 


(f)       [reserved];




 


(g)       payments
by Holdings or any Restricted Subsidiary pursuant to Tax sharing agreements among Holdings and its Subsidiaries (and any direct
or indirect parent thereof) on customary terms;


 


(h)       the
payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers,
employees and consultants of Holdings and its Restricted Subsidiaries or any direct or indirect parent of Holdings in the ordinary
course of business;


 


(i)       transactions
pursuant to agreements in effect on the Closing Date and set forth on Schedule 7.07 or any amendment thereto to the extent
such an amendment is not adverse to the Lenders in any material respect;


 


(j)       Restricted
Payments permitted under Section 7.06 and/or Investments permitted under Section 7.02 (in each case, other than
by reference to this Section 7.07);


 


(k)       transactions
engaged in by Holdings or any Restricted Subsidiary with Unrestricted Subsidiaries in good faith to effect the operations, governance,
administration, accounting and corporate overhead of Holdings and its Subsidiaries;


 


(l)       customary
payments by the Borrower and any Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting
or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures),
which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members
of the board of directors of the Borrower in good faith;


 


(m)       transactions
entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as
a Restricted Subsidiary pursuant to Section 6.15; provided that such transactions were not entered into in contemplation
of such redesignation; it being agreed that for the purposes of this Section 7.07, each Unrestricted Subsidiary shall be
deemed to be an Affiliate of each Restricted Company;


 


(n)       the
payment of reasonable out-of-pocket costs and expenses related to registration rights and customary indemnities provided to shareholders
under any shareholder agreement;


 


(o)       (i)
any purchase by Holdings (or any parent company thereof) of the Equity Interests of (or contribution to the equity capital of)
Holdings and (ii) any intercompany loans made by Holdings to Holdings, a parent company thereof or any Restricted Subsidiary;


 


(p)       transactions
in connection with any Permitted Tax Restructuring;




 


(q)       (i)
any collective bargaining, employment or severance agreement or compensatory (including profit sharing) arrangement entered into
by Holdings or any of its Restricted Subsidiaries with their respective current or former officers, directors, members of management,
managers, employees, consultants or independent contractors or those of any parent company of Holdings, (ii) any subscription
agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights
with current or former officers, directors, members of management, managers, employees, consultants or independent contractors
and (iii) transactions and/or issuance, sale or grant of securities or other payments, awards or grants in cash, securities or
otherwise pursuant to, or to fund, any employee compensation, benefit plan, stock option plan or arrangement, any health, disability
or similar insurance plan which covers current or former officers, directors, members of management, managers, employees, consultants
or independent contractors or any employment contract or arrangement, in each case in the ordinary course of business;


 






    146


     


    

 


(r)       any
transaction in respect of which the Borrower delivers to the Administrative Agent a letter addressed to the board of directors
(or equivalent governing body) of Holdings from an accounting, appraisal or investment banking firm of nationally recognized standing
stating that such transaction is on terms that are no less favorable to Holdings or the applicable Restricted Subsidiary than
might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate; and


 


(s)       any
transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing or Permitted Receivables
Financing, including any disposition or repurchase of Securitization Assets, Receivables Assets or related assets in connection
with any Qualified Securitization Financing and/or Permitted Receivables Financing.


 


Section
7.08. Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the
due date thereof in any manner (it being understood that payments of interest, fees, premiums, indemnification payments and expenses
when due and mandatory prepayments shall be permitted) any Junior Indebtedness in an outstanding principal amount exceeding the
greater of (1) $8,000,000 and (2) 15.0% of the Consolidated EBITDA of Holdings for the most recently ended Test Period or make
any payment in violation of any subordination terms of any such Junior Indebtedness (collectively, “Restricted Prepayments”),
except:


 


(a)       the
refinancing thereof with the net cash proceeds of (i) any issuance of Qualified Equity Interests of Holdings (or parent company
thereof) to the extent not otherwise applied under this Agreement or constituting a Cure Amount or (ii) Indebtedness that (x)
constitutes a Permitted Refinancing of such Junior Indebtedness and (y) is subordinated in right of payment to the Obligations;


 


(b)       the
conversion of any Junior Indebtedness to Qualified Equity Interests;




 


(c)       Restricted
Prepayments in an amount not to exceed the Available Amount; provided that with respect to Restricted Prepayments made
in reliance on the Growth Amount, (x) no Event of Default shall result therefrom and (y) the Total Net Leverage Ratio shall not
exceed the Total Net Leverage Ratio as of the Closing Date on a Pro Forma Basis;


 


(d)       [reserved];




 


(e)       additional
Restricted Prepayments so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately
after giving effect to such Restricted Prepayment, the Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis is less
than or equal to 3.00:1.00;


 


(f)       Restricted
Prepayments as part of an applicable high yield discount obligation catch-up payments; and


 






    147


     


    

 


(g)       Restricted
Prepayments with respect to intercompany Indebtedness owed to Holdings or any of its Restricted Subsidiaries permitted under Section
7.03, subject to the subordination provisions applicable thereto.


 


Section 7.09. Subsidiary
Distributions Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document)
that limits the ability of any Restricted Subsidiary to make Restricted Payments to any Loan Party or to otherwise transfer property
to or invest in any Loan Party; provided that the foregoing shall not apply to Contractual Obligations which (i) (x) exist on
the Closing Date and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing
Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so
long as such renewal, extension or refinancing does not expand the scope of such restrictions that are contained in such Contractual
Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary,
so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary,
(iii) arise in connection with any Disposition permitted by Section 7.05, (iv) are customary provisions in JV Entity agreements
and other similar agreements applicable to JV Entities permitted under Section 7.02 and applicable solely to such JV Entity entered
into in the ordinary course of business, (v) [reserved], (vi) are customary restrictions in leases, subleases, licenses or asset
sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (vii) are customary
provisions restricting subletting or assignment of any lease governing a leasehold interest, (viii) are customary provisions restricting
assignment or transfer of any agreement entered into in the ordinary course of business, (ix) are on cash, other deposits or net
worth or similar restrictions imposed by Persons under contracts entered into in the ordinary course of business, (x) are contained
in any employment, compensation or separation agreement or arrangement entered into by Holdings or any Restricted Subsidiary in
the ordinary course of business, (xi) arising in any Swap Contracts and/or any agreement relating to any Cash Management Obligation
or obligations of the type referred to in Section 7.02(l) or (xii) are set forth in any agreement relating to any Lien permitted
by Section 7.01 that limits the right of Holdings or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto.


 


Section 7.10. No
Changes in Fiscal Year. Change its fiscal year for financial reporting purposes (other than any Restricted Subsidiary acquired
after the Closing Date, and in such case only to the extent necessary to conform to the fiscal year of Holdings) from its present
basis without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided
that in the event that the Administrative Agent shall so consent to such change, Holdings and the Administrative Agent will,
and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary in order to reflect such
change in financial reporting.


 


Section 7.11. Financial
Covenant. Except with the written consent of the Required Revolving Credit Lenders, permit the First Lien Net Leverage Ratio
as of the last day of a Test Period (commencing with the Test Period ending on or about June 30, 2019) to exceed 6.00:1.00 (the
 “Financial Covenant”) (provided that the provisions of this Section 7.11 shall not be applicable to
any such Test Period if on the last day of such Test Period the aggregate principal amount of Revolving Credit Loans (excluding
but only for the Test Period ending on or about June 30, 2019 amounts borrowed on the Closing Date to fund (i) any costs or expenses
associated with the Transactions (including any consideration for the Acquisition) and (ii) additional upfront fees or OID required
by the terms of the “market flex” provisions of the Arranger Fee Letter and/or Letters of Credit (excluding up to
$5,000,000 of Letters of Credit and other Letters of Credit which have been Cash Collateralized or backstopped by a letter of
credit reasonably satisfactory to the applicable L/C Issuer) that are issued and/or outstanding is equal to or less than 35% of
the Revolving Credit Facility).


 






    148


     


    

 


Section 7.12. Lines
of Business. Engage to any material extent in any business other than any of the businesses in which the Borrower and its
Restricted Subsidiaries are engaged on the Closing Date, and any business reasonably related, incidental, complementary or ancillary
thereto or extensions, expansions or developments thereof.


 


ARTICLE 8


EVENTS OF DEFAULT
AND REMEDIES


 


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


 


(a)       Non-Payment.
Any Loan Party fails to pay (i) when due, any amount of principal of any Loan, (ii) when and as required to be paid herein, any
amount required to be prepaid and/or cash collateralized pursuant to Section 2.06(b)(vii) or (iii) within five Business
Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan
Document; or


 


(b)       Specific
Covenants. Holdings or any Restricted Subsidiary fails to perform or observe any term, covenant or agreement contained in
any (i) of Section 6.05(a) (solely with respect to the Borrower) or Article 7 (other than Section 7.11),
or (ii) Section 7.11; provided that (i) any Default or Event of Default under Section 7.11 shall (x) be subject
to cure pursuant to Section 8.04 and (y) not constitute a Default or an Event of Default for purposes of any Term Loans
unless and until the Initial Revolving Credit Lenders have actually terminated the Initial Revolving Credit Commitments and/or
declared all outstanding Initial Revolving Credit Loans and obligations under the Initial Revolving Credit Facility to be immediately
due and payable; provided further that no Default or Event of Default shall arise under Section 7.11 until the 10th
Business Day after the day on which financial statements are required to be delivered for the relevant fiscal quarter or fiscal
year, as applicable, under Sections 6.01(a) or (b), as applicable (unless Cure Rights have been exercised for an
aggregate of five times over the life of this Agreement and/or Cure Rights have been exercised twice in the four consecutive fiscal
quarter period most recently ended or the Borrower has notified the Administrative Agent that a Cure Right will not be exercised
with respect thereto), and then only to the extent the Cure Amount has not been received on or prior to such date; provided
that, commencing on the earlier of the day on which financial statements have been delivered or are required to be delivered
for the relevant fiscal quarter or fiscal year, as applicable, under Sections 6.01(a) or (b), as applicable, no
Revolving Credit Lender or L/C Issuer shall be required to make any Revolving Credit Loan or issue or amend any Letter of Credit
until the Cure Amount is actually received; or


 


(c)       Other
Defaults. Any Restricted Company fails to perform or observe any other term, covenant or agreement (not specified in Section
8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues
for 30 days after notice thereof by the Administrative Agent to the Borrower; or


 


(d)       Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any
Restricted Company herein, in any other Loan Document, or in any document required to be delivered in connection herewith or
therewith shall be incorrect or misleading in any material and adverse respect when made or deemed made, subject, in the case of
representations, warranties, certifications or statements of fact that are capable of being cured, to a grace period of 30 days
following the Borrower’s receipt of written notice of the inaccuracy of the relevant representation, warranty or
certification; it being understood and agreed that (x) any breach of representation, warrant or certification resulting from the
failure of the Administrative Agent to file any Uniform Commercial Code continuation statement shall not result in an Event of
Default under this Section 7.01(d) or any other provision of any Loan Document and (y) the Specified Representations made on the
Closing Date are incapable of being cured; or


 






    149


     


    

 


(e)        
Cross-Default. Any Material Company (i) fails to make any payment after the applicable grace period with respect thereto,
if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness
(other than Indebtedness hereunder and Indebtedness owed by one Restricted Company to another Restricted Company) having an outstanding
principal amount of not less than the Threshold Amount or (ii) fails to observe or perform any other agreement or condition relating
to any such Indebtedness, or any other event occurs (other than, with respect to such Indebtedness consisting of Swap Contracts,
termination events or equivalent events pursuant to the terms of such Swap Contracts (it being understood that clause (i)
of this Section 7.01(e) will apply to any failure to make any payment required as a result of such termination or equivalent event)),
the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee
or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required,
(x) such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or (y) a
mandatory offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided
that this clause (e)(ii) shall not apply to 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; provided further that, any failure described under clauses (i) or (ii)
above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the commitments or acceleration
of the Loans pursuant to Article 8; or


 


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


 


(g)         Inability
to Pay Debts; Attachment. (i) Any Material Company becomes unable or admits in writing its inability or fails generally to
pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of any Material Company in an amount exceeding the Threshold Amount and is not
paid, released, discharged, vacated or fully bonded within 60 days after its issue or levy; or


 


(h)        
Judgments. There is entered against any Material Company a final judgment or order for the payment of money in an amount
exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been
notified of such judgment or order and does not deny coverage) and there is a period of 60 consecutive days during which such
judgment has not been paid and during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise,
is not in effect; or


 


(i)          ERISA.
(i) An ERISA Event occurs that, when taken together with all other such ERISA Events or events, has resulted or could reasonably
be expected to result in a Material Adverse Effect, or (ii) Holdings or any ERISA Affiliate fails to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect; or


 






    150


     


    

 


(j)
          Change of Control. There occurs any Change of Control;
or




 


(k)
         Collateral Documents. Any Collateral Document after delivery
thereof pursuant to Section 4.01 or Section 6.13 shall for any reason (other than pursuant to the terms thereof
including as a result of a transaction permitted under Section 7.04 or Section 7.05) cease to create a valid and
perfected first priority Lien on and security interest in any material portion of the Collateral, subject to Liens permitted under
the Loan Documents, or any Loan Party shall assert in writing such invalidity or lack of perfection or priority (other than in
an informational notice delivered to the Administrative Agent), except to the extent that any such loss of perfection or priority
results from (x) the failure of the Administrative Agent to maintain possession of certificates or other possessory collateral
actually delivered to it representing securities or other collateral pledged under the Collateral Documents or to file Uniform
Commercial Code financing statements and/or filings regarding IP Rights or equivalent filings that have been delivered to the
Administrative Agent which the Administrative Agent (or its counsel) has agreed to file, (y) a release of Collateral in accordance
with the terms hereof or thereof and/or (z) the occurrence of the Termination Date and, except as to Collateral consisting of
Material Real Property to the extent that such losses are covered by a lender’s title insurance policy and such insurer
has not denied or disclaimed in writing that such losses are covered by such title insurance policy; or


 


(l)          
Guaranty. Any material Guarantee purported to be created under any Loan Document shall cease to be, or shall be asserted
by any Loan Party not to be, in full force and effect in accordance with its terms, except with respect to any Subsidiary Guarantor
upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor providing
such Guarantee ceases to be a Subsidiary or upon the termination of such Guarantee in accordance with its terms.


 


Notwithstanding the
foregoing, any Event of Default shall be deemed no longer to be “continuing” or “existing” if the events,
acts or conditions that gave rise to such Event of Default have been remedied or cured or have ceased to exist after the date
such events, acts or conditions first occurred.


 


Section 8.02. Remedies
Upon Event of Default. (a) Except as provided in clause (b) below), if any Event of Default occurs and is continuing,
the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following
actions:


 


(i)       
declare the Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such Commitments and obligation shall be terminated;


 


(ii)       declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived by the Borrower;


 


(iii)      require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to 103% of the then Outstanding Amount thereof);


 


(iv)     
exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents
or applicable Law; and


 






    151


     


    

 


(b)         Upon
the occurrence of an Event of Default arising from a breach of Section 7.11 that has occurred and is continuing, the Administrative
Agent shall, at the request of, or may, with the consent of, the Required Revolving Credit Lenders, take any or all of the actions
specified in Section 8.02(a) in respect of the Initial Revolving Credit Commitments (including any obligation of the L/C
Issuer to make L/C Credit Extensions), the Initial Revolving Credit Loans and the L/C Obligations; provided
that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the
Bankruptcy Code of the United States, the Commitments shall automatically terminate and the obligation of each Lender to make
Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount
of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation
of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without
further act of the Administrative Agent or any Lender.


 


Section 8.03.      
Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically
become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth
in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative
Agent in the following order:


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs
payable under Section 11.04 and amounts payable under Article 3 but excluding principal of, and interest on, any
Loan) payable to the Administrative Agent in its capacity as such;


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest
and Secured Hedging Obligations and Cash Management Obligations) payable to the Lenders (including Attorney Costs payable under
Section 11.05 and amounts payable under Article 3), ratably among them in proportion to the amounts described in
this clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably
among the Lenders in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, Secured Hedging Obligations
and Cash Management Obligations ratably among the Lenders, each Hedge Bank or provider of Cash Management Obligations in proportion
to the respective amounts described in this clause Fourth held by them;


 


Fifth,
to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised
of the aggregate undrawn amount of Letters of Credit;


 


Sixth,
to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other
Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative
Agent and the other Secured Parties on such date; and


 


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


 






    152


     


    

 


Subject to Section
2.04(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall
be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral
after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations,
if any, in the order set forth above and, if no Obligations remain outstanding, delivered to the Borrower. Notwithstanding the
foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.


 


Section 8.04.       Borrower’s
Right to Cure. Notwithstanding anything to the contrary in this Agreement (including this Article 8), upon the occurrence
of a Default or Event of Default as a result of Holdings’ failure to comply with Section 7.11 above for any fiscal
quarter, Holdings shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter
until the date that is 10 Business Days after the date on which financial statements for such fiscal quarter are required to be
delivered pursuant to Section 6.01(a) or (b), as applicable) to issue Qualified Equity Interests or other equity
(such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions
in respect of its Qualified Equity Interests (the “Cure Amount”), and thereupon compliance with Section
7.11 shall be recalculated giving effect to a pro forma increase in the amount of Consolidated EBITDA by an amount equal to
the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated EBITDA”) solely
for the purpose of determining compliance with Section 7.11 as of the end of such fiscal quarter and for applicable subsequent
periods that include such fiscal quarter. If, after giving effect to the foregoing recalculation (but not, for the avoidance of
doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 7.11 would
be satisfied, then the requirements of Section 7.11 shall be deemed satisfied as of the end of the relevant fiscal quarter
with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default
of Section 7.11 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding
anything herein to the contrary, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters
(which may, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement,
the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required
for the purpose of complying with Section 7.11, there shall be no pro forma or actual reduction of the amount of Indebtedness
by the amount of any Cure Amount for purposes of determining compliance with Section 7.11 for the fiscal quarter in respect
of which the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of such
Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may be given effect) and (i)
such Cure Amount shall be disregarded for purposes of determining (x) any financial ratio-based condition to the availability
of any carve-out set forth in Article 7 of this Agreement or any other basket set forth in Article 7 of this Agreement,
(y) any ratio-based stepdown in Article 2 of this Agreement or (z) the Applicable Margin.


 


ARTICLE 9


 


ADMINISTRATIVE
AGENT AND OTHER AGENTS


 


Section 9.01.       Appointment
and Authorization of Administrative Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together
with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein
or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth
herein or therein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or
participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the
foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent
is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.


 






    153


     


    

 


(b)         Each
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and each L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article 9 with
respect to any acts taken or omissions suffered by each L/C Issuer in connection with Letters of Credit issued by it or proposed
to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as
if the term “Agent” as used in this Article 9 and in the definition of “Agent-Related Person”
included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such
L/C Issuer.


 


(c)         The
Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in
its capacities as a Lender, L/C Issuer (if applicable) potential provider of Cash Management Obligations and a potential Hedge
Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and, subject to Section 9.13,
to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes
of acquiring, 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 Administrative
Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative
Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof)
granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative
Agent), shall be entitled to the benefits afforded to the Administrative Agent of all provisions of this Article 9 (including
Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan
Documents) as if set forth in full herein with respect thereto.


 


Section 9.02.       Delegation
of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including
for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents
or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact, such sub-agents as
shall be deemed necessary by the Administrative Agent and shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct
of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct or material
breach of the Loan Documents by it in bad faith.


 


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


 


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


 






    154


     


    

 


(b) shall not 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 law, including
for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect
a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and


 


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


 


The Administrative
Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its
own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.
The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default
is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.


 


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


 


Section 9.04.       Reliance
by Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying,
upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to any Loan Party or any of their Subsidiaries), independent accountants and other experts selected
by the Administrative Agent. The Administrative Agent be fully justified in failing or refusing to take any action under any Loan
Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request
or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and
such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.


 






    155


     


    

 





Section 9.05.       Credit
Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person or Arranger has made
any representation or warranty to it, and that no act by any Agent or Arranger hereafter taken, including any consent to and acceptance
of any assignment or review of the affairs of any Loan Party or any of their Subsidiaries thereof, shall be deemed to constitute
any representation or warranty by any Agent-Related Person or Arranger to any Lender as to any matter, including whether Agent-Related
Persons or the Arranger have disclosed material information in their possession. Each Lender represents to each Agent that it
has, independently and without reliance upon any Agent-Related Person or Arranger and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property,
financial and other condition and creditworthiness of each Loan Party, and all applicable bank or other regulatory Laws relating
to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit hereunder.
Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person or Arranger and based
on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other Loan Documents, 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 each Loan Party or any of their Subsidiaries. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, prospects, operations, property, financial and other condition or
creditworthiness of any Loan Party or any of their Subsidiaries which may come into the possession of any Agent-Related Person.
Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and
not investments in a business enterprise or securities.


 


Section 9.06.         Indemnification
of Agents. The Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf
of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related
Person from and against any and all Indemnified Liabilities in connection with its role as an Agent-Related Person; provided
that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities
resulting from such Agent-Related Person’s own gross negligence, willful misconduct or material breach of the Loan Documents
by it in bad faith; provided that no action taken in accordance with the directions of the Required Lenders shall be deemed
to constitute gross negligence or willful misconduct for purposes of this Section 9.06; provided further that to
the extent an L/C Issuer is entitled to indemnification under this Section 9.06 solely in connection with its role as an
L/C Issuer, only the Initial Revolving Credit Lenders shall be required to indemnify such L/C Issuer in accordance with this Section
9.06. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section
9.06 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation
of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket
expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by
or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower. The undertaking in this Section 9.06 shall survive termination of the Aggregate Commitments, the payment of all other
Obligations and the resignation of the Administrative Agent.


 


Section 9.07.        Agents
in their Individual Capacities. Nomura and its Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each Loan Party or any of their Subsidiaries as though Nomura (or any sub-agent or designee thereof) were
not the Administrative Agent or the L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge
that, pursuant to such activities, Nomura or its Affiliates (and their respective sub-agents or designees) may receive information
regarding any Loan Party or any of their Subsidiaries (including information that may be subject to confidentiality obligations
in favor of such Loan Party or any of their Subsidiaries) and acknowledge that the Administrative Agent shall be under no obligation
to provide such information to them. With respect to its Loans, Nomura (or any sub-agent or designee thereof) shall have the same
rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative
Agent or the L/C Issuer, and the terms “Lender” and “Lenders” include Nomura (or any sub-agent or designee
thereof) in its individual capacity.


 






    156


     


    

 


Section 9.08.        Successor
Agents.


 


(a)                The
Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, to appoint a successor, which shall be a bank or
other financial institution with an office in the United States, or an Affiliate of any such bank with an office in the United
States, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of
Default under Section 8.01(f) or (g) (with respect to the Borrower) (which consent of the Borrower shall not be
unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as
shall be agreed by the Required Lenders) (the “ Resignation Effective Date”), then the retiring Administrative
Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent,
which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default
under Section 8.01(f) and (g) (which consent of the Borrower shall not be unreasonably withheld or delayed, meeting
the qualifications set forth above, provided that in no event shall any such successor Administrative Agent be a Defaulting Lender.
Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation
Effective Date.


 


(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 law, by notice in writing to the Borrower and such Person remove such Person
as Administrative Agent and, appoint a successor, which successor agent shall be consented to by the Borrower at all times other
than during the existence of an Event of Default under Section 8.01(f) and (g) (which consent of the Borrower shall
not be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “ Removal
Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal
Effective Date.


 


(c)              
With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed 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 L/C Issuer under any of the Loan Documents,
the retiring or removed 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 the L/C Issuer directly, until such time, if any, as 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 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 shall promptly enter into a licensing
agreement with the Reference Pricing Agent, 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). 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, Section 11.04 and Section 11.05
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.


 






    157


     


    

 


(d)               Any
resignation by Nomura as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If
Nomura resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations
with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer 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 L/C Issuer, (b) the retiring L/C Issuer shall be discharged from
all of its duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters
of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to Nomura to effectively assume the obligations of Nomura with respect to such Letters of Credit.


 


Section 9.09.      
Administrative Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan
Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand
on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)               to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.04(i), 2.04(j), 2.10
and 11.04) 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;


 






    158


     


    

 


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized
by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders, the L/C Issuer to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other
amounts due the Administrative Agent under Sections 2.10 and 11.04.


 


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


 


The Secured Parties
hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion
of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the 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 Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral
in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action
or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed
to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to
contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon
the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating
the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition
vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall
be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of
the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle
or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by
the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations
on actions by the Required Lenders contained in Section 11.01(a) of this Agreement, (iii) the Administrative Agent shall be authorized
to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders
shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition
vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition
vehicle to take any further action, and (iv) 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.


 






    159


     


    

 


Section 9.10.        Collateral
and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent:


 


(a)               
  to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) on the Termination
Date, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document
to any Person other than a Loan Party, (iii) subject to Section 11.01, if approved, authorized or ratified in writing by
the Required Lenders, (iv) owned by a Subsidiary Guarantor upon release of such Subsidiary Guarantor from its obligations under
its Subsidiary Guaranty pursuant to clause Section 9.10(b)(b) below or (v) becomes an Excluded Asset or ceases to constitute Collateral;


 


(b)              
  to release any Subsidiary Guarantor from its obligations under any Loan Document to which it is a party if such Person (i)
ceases to be a Restricted Subsidiary, (ii) ceases to be a Subsidiary or (iii) becomes an Excluded Subsidiary, in each case, as
a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Subsidiary
Guarantor continues to be a guarantor in respect of any Junior Indebtedness with a principal amount in excess of the Threshold
Amount unless and until such Subsidiary Guarantor is (or is being simultaneously) released from its guarantee with respect to
such Indebtedness; and


 


(c)              
  to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any
Loan Document to the holder of any Lien on such property that is permitted by Sections 7.01(f), 7.01(i), 7.01(m),
7.01(p), 7.01(s), 7.01(t), 7.01(v), 7.01(x) (to the extent the relevant Lien is of the type
to which the Lien of the Administrative Agent is otherwise required to be subordinated under this clause (c) pursuant to
any of the other exceptions to Section 7.01 that are expressly included in this clause (c)), 7.01(y) (to the extent
the relevant Lien secures Indebtedness permitted under Section 7.03(z)(i)) and/or 7.01(ff); provided, that
the subordination of any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent shall only
be required with respect to any Lien on such property that is permitted by Sections 7.01(f), 7.01(i), 7.01(m),
7.01(p), 7.01(s), 7.01(t), 7.01(v), 7.01(x), 7.01(y) and/or 7.01(ff) to the extent
that the Lien of the Administrative Agent or the Collateral Agent (as applicable) with respect to such property is required to
be subordinated to the relevant Lien permitted by Section 7.01 in accordance with the documentation governing the Indebtedness
that is secured by such Lien permitted by Section 7.01; and


 


(d)              
to enter into any subordination, intercreditor, collateral trust and/or similar agreement contemplated hereunder, including any
Acceptable Intercreditor Agreement, including with respect to Indebtedness that is (i) required or permitted to be subordinated
in right of payment hereunder and/or (ii) secured by Liens and required or permitted to be pari passu with or junior to the Liens
securing the Secured Obligations, and with respect to which Indebtedness, an intercreditor, subordination, collateral trust or
similar agreement is contemplated under this Agreement and including an Acceptable Intercreditor Agreement, an “Additional
Agreement”), and the Secured Parties party hereto acknowledge that any Additional Agreement is binding upon them. Each
Secured Party party hereto hereby (a) agrees that they will be bound by, and will not take any action contrary to, the provisions
of any Additional Agreement and (b) authorizes and instructs the Administrative Agent to enter into any Additional Agreement and
to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof. The foregoing provisions are
intended as an inducement to the Secured Parties to extend credit to the Borrower, and the Secured Parties are intended third-party
beneficiaries of such provisions and the provisions of any Intercreditor Agreement and/or any Additional Agreement.


 









    160


     


    

 





Upon
request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s
authority to release its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations
under the Loan Documents pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative
Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party
may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under
the Collateral Documents, or to release such Subsidiary Guarantor from its obligations under the Loan Documents, in each case
in accordance with the terms of the Loan Documents and this Section 9.10.


 


Anything contained
in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Secured Party hereby
agree that no Secured Party shall have any right individually to realize upon any of the Collateral, to enforce the Guaranty or
take any other enforcement action hereunder or under any other Loan Document, it being understood and agreed that all powers,
rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Required
Lenders for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies
under the Security Documents may be exercised solely by the Administrative Agent or the Required Lenders for the benefit of the
Secured Parties in accordance with the terms thereof.


 


No Secured Hedging
Agreement or Cash Management Obligations will create (or be deemed to create) in favor of counterparty that is a party thereto
any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Loan
Documents except as expressly provided in the Security Agreement. By accepting the benefits of the Collateral, such counterparty
shall be deemed to have appointed Administrative Agent, in its capacity as collateral agent, as its agent and agreed to be bound
by the Loan Documents as a Secured Party, subject to the limitations set forth in this paragraph. The benefit of the provisions
of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any
Secured Party that is not the Administrative Agent, a Lender or an L/C Issuer as long as, by accepting such benefits, such Secured
Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested
by the Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to the Administrative
Agent) this Article 9, and Section 11.09, and the decisions and actions of the Administrative Agent and the Required Lenders
(or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders) to the same extent a Lender
is bound; provided that, notwithstanding the foregoing, (i) such Secured Party shall be bound by Section 11.05 only to
the extent of liabilities, costs and expenses relating to the Collateral held for the benefit of such Secured Party, in which
case the obligations of such Secured Party thereunder shall be such Secured Party’s pro rata share (based on the amount
of Obligations owing to such Secured Party relative to the aggregate amount of Obligations) of such liabilities, costs and expenses,
(ii) except as set forth specifically herein, the Administrative Agent, the Lenders and the L/C Issuer shall be entitled to act
in its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured
Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected
or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (iii) except as
specifically set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be
heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.


 


Section 9.11.       
Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page and/or signature
pages of this Agreement as a “senior managing agent”, “co-syndication agent,” “co-documentation
agent,” “joint bookrunner,” “arranger,” or “joint lead arranger” shall have any right,
power, obligation, liability, responsibility or duty under this Agreement. Without limiting the foregoing, none of the Persons
so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has
not relied, and will not rely, on any of the Persons so identified in deciding to enter into this Agreement or in taking or not
taking action hereunder.


 






    161


     


    

 


Section 9.12.      
ERISA. 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 until the date such Person ceases being a Lender party hereto, that at
least one of the following is and will be true:


 


(a)               
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more
Benefit Plans in connection with the Loans, Commitments or the Letters of Credit,


 


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


 


(c)               
(i)   such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the
meaning of Part VI of PTE 84-14),


 


     (ii)
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 Commitments, the Letters of Credit and this Agreement;


 


      (iii)
the entrance into, participation in, administration of and performance of the Loans, the Commitments, the Letters of Credit and
this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14; and


 


      (iv)
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.


 


In addition, unless sub-clause
(a) above is true with respect to a Lender, such Lender further (x) represents and warrants, as of the date such Person became
a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt,
to or for the benefit of the Borrower or any other Loan Party, that neither the Administrative Agent nor any of its Affiliates
is a fiduciary with respect to the assets of such Lender (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 to hereto or thereto).


 






    162


     


    

 





ARTICLE 10


GUARANTY


 


Section 10.01.     Guaranty.
(a) Each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the punctual payment
when due, whether at scheduled maturity or by acceleration, demand or otherwise, of all of its Guaranteed Obligations. Without
limiting the generality of the foregoing, but subject to Section 10.11, the liability of each Guarantor shall extend to
all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party
under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of
a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is a guaranty of payment and
not of collection.


 


(b)               
Each Guarantor, and by its acceptance of this Article 10, the Administrative Agent, on behalf of itself and each other Secured
Party, hereby confirm that it is the intention of all such Persons that this Article 10 and the Guaranteed Obligations of each
Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this
Article 10 and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative
Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor
under this Article 10 at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such
Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance under Debtor Relief Law or any comparable provision
of applicable Law.


 


Section 10.02.      Contribution.
Subject to Section 10.03, each Guarantor hereby unconditionally agrees that in the event any payment shall be required to be made
to any Secured Party under this Article 10 or any other Guaranty, such Guarantor in its capacity as such will contribute,
to the maximum extent permitted by Law, such amounts to each other Guarantor so as to maximize the aggregate amount paid to the
Secured Parties under or in respect of the Loan Documents.


 


Section 10.03.      Guaranty
Absolute. Each Guarantor guarantees that its Guaranteed Obligations will be paid in accordance with the terms of the Loan
Documents regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms
or the rights of any Secured Party with respect thereto. The Obligations of each Guarantor under or in respect of this Article
10 are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan
Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Article 10, irrespective
of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party
is joined in any such action or actions. The liability of each Guarantor under this Article 10 shall be irrevocable, absolute
and unconditional, and each Guarantor hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations)
it may now have or hereafter acquire in any way, including relating to, any or all of the following:


 


(a)              
any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;


 


 (b)              
any change in the time, manner or place of payment of, or in any other term of, all or any of its Guaranteed Obligations
or any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of
or any consent to departure from any Loan Document, including, without limitation, any increase in its Guaranteed Obligations
resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;


 






    163


     


    

 





(c)               any
taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or
waiver of, or consent to departure from, any other guaranty, for all or any of its Guaranteed Obligations;


 


(d)               any
manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of its Guaranteed Obligations,
or any manner of sale or other disposition of any Collateral or any other collateral for all or any of its Guaranteed Obligations
or any other Secured Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its
Subsidiaries;


 


(e)              
any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;


 


(f)              
any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial
or otherwise), operations, performance, properties or


prospects of any other Loan Party now
or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such
information);


 


(g)               the
failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of
any other guarantor or surety with respect to its Guaranteed Obligations; or


 


(h)               any
other circumstance or any existence of or reliance on any representation by any Secured Party that might otherwise constitute
a defense available to, or a discharge of, any Loan Party or any other guarantor or surety other than satisfaction in full of
the Obligations.


 


This Article 10 shall
continue to be effective or be reinstated, as the case may be, if at any time any payment of any of such Guarantor’s Guaranteed
Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy
or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.


 


Section 10.04. Waiver
and Acknowledgments. Except for the termination of a Guarantor’s obligations hereunder upon the Termination Date, (a)
each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand
for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any
of its Guaranteed Obligations and this Article 10 (other than any demand, presentment or notice expressly required by the Loan
Documents) and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto
or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.


 


(b)               Each
Guarantor hereby unconditionally and irrevocably waives any right to revoke this Article 10 and acknowledges that this Article
10 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future.


 


(c)               Each
Guarantor hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election
of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed
against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and any defense based on any
right of set-off or counterclaim against or in respect of the Obligations of such Guarantor under this Article 10.


 






    164


     


    

 



 


(d)        Each
Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor
any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or
prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party.


 


(e)        Each
Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated
by the Loan Documents and that the waivers set forth in this Article 10 are knowingly made in contemplation of such benefits.


 


Section 10.05. Subrogation.
Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire
against any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement
of such Guarantor’s Guaranteed Obligations under or in respect any Loan Document, including, without limitation, any right
of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy
of any Secured Party against any other Loan Party or any other insider guarantor or any Collateral, whether or not such claim,
remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or
receive from any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off
or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Termination Date.
If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest
of (a) the Termination Date, (b) the Latest Maturity Date and (c) the latest date of expiration or termination of all Letters
of Credit or other provision therefor in full in a manner reasonably satisfactory to the L/C Issuer, such amount shall be received
and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Guarantor
and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement
or assignment) to be credited and applied to such Guarantor’s Guaranteed Obligations and all other amounts payable by it
under this Article 10, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held
as Collateral for any of such Guarantor’s Guaranteed Obligations or other amounts payable by it under this Article 10 thereafter
arising. If (i) all of the Guaranteed Obligations and all other amounts payable under this Article 10 shall have been paid
in full in cash, (ii) the Latest Maturity Date shall have occurred and (iii) all Letters of Credit shall have expired or been
terminated or other provision therefor in full shall have been made in a manner reasonably satisfactory to the L/C Issuer, the
Lenders will, at any Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without
recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest
in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Article 10.


 


Section 10.06. Payment
Free and Clear of Taxes. Any and all payments by any Guarantor under this Article 10 shall be made in accordance with the
provisions of this Agreement, including the provisions of Section 3.01 (and such Guarantor shall make such payments of
Taxes or Other Taxes to the extent described in Section 3.01), as though such payments were made by the Borrower.


 


Section 10.07. Covenants.
Each Subsidiary Guarantor covenants and agrees that, from the Closing Date to the Termination Date, such Subsidiary Guarantor
will perform and observe, and cause each of the Restricted Subsidiaries to perform and observe, all of the terms, covenants and
agreements set forth in the Loan Documents on its or their part to be performed or observed or that Holdings has agreed to cause
such Subsidiary Guarantor or such Restricted Subsidiaries to perform or observe.


 



    165


     


    




 


Section 10.08. Release
of Subsidiary Guarantors. A Subsidiary Guarantor shall automatically be released from this Article 10 and its obligations
hereunder upon consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary
Guarantor (i) ceases to be a Restricted Subsidiary, (ii) ceases to be a Subsidiary or (iii) becomes an Excluded Subsidiary, in
each case, as a result of a transaction or designation permitted hereunder (provided that no such release shall occur if
such Subsidiary Guarantor is a guarantor in respect of any Junior Indebtedness with a principal amount in excess of the Threshold
Amount). The Administrative Agent will, at the Borrower’s expense, promptly execute and deliver to such Subsidiary Guarantor
such documents as the Borrower shall reasonably request to evidence the release of such Subsidiary Guarantor from its Guaranty
hereunder pursuant to this Section 10.08; provided that the Borrower shall have delivered to the Administrative
Agent a written request therefor and a certificate of the Borrower to the effect that the release of such Guarantor is in compliance
with the Loan Documents. The Administrative Agent shall be authorized to rely on any such certificate without independent investigation.


 


Section 10.09. Guaranty
Supplements. Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit
G hereto (each, a “ Guaranty Supplement”), (a) such Person shall be referred to as an “Additional
Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Article 10 to a “Guarantor”
shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Guarantor”
shall also mean and be a reference to such Additional Guarantor, and (b) each reference herein to “this Article 10”,
 “hereunder”, “hereof” or words of like import referring to this Article 10, and each reference in any
other Loan Document to the “Guaranty”, “thereunder”, “thereof” or words of like import referring
to this Article 10, shall mean and be a reference to this Article 10 as supplemented by such Guaranty Supplement.


 


Section 10.10. No
Waiver; Remedies. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies
provided by law.


 


Section 10.11. [Reserved].


 


Section 10.12. Continuing
Guaranty; Assignments under this Agreement. This Article 10 is a continuing guaranty and shall (a) remain in full force and
effect until the Termination Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit
of and be enforceable by the Secured Parties and their permitted successors, transferees and assigns. No Guarantor shall have
the right to assign its rights hereunder or any interest herein without the prior written consent of all Lenders.


 


Section 10.13. Subordination
of Certain Intercompany Indebtedness. Each Guarantor hereby agrees that any Indebtedness owed by it to another Loan Party
shall be subordinated to the Obligations of such Guarantor and that any Indebtedness owed to it by another Loan Party shall be
subordinated to the Obligations of such other Loan Party, it being understood that such Guarantor or such other Loan Party, as
the case may be, may make payments on such intercompany Indebtedness unless an Event of Default has occurred and is continuing.


 


Section 10.14. Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each Non-ECP Guarantor to honor all of its obligations under this
Agreement in respect of any Swap Obligations that would otherwise be Excluded Swap Obligations but for this Section 10.14 (provided,
however, that each Qualified ECP Guarantor shall only be liable under this Section 10.04 for the maximum amount of such
liability that can hereby be incurred and otherwise subject to the limitations on the Obligations of the Guarantors contained
in this Guaranty Agreement without rendering its obligations under this Section 10.04, or otherwise under this Agreement,
as it relates to such Loan Party, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and
not for any greater amount). This Section 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement”
for the benefit of each other Non-ECP Guarantor for all purposes of § 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 






    166


     


    




 


Section 10.15. Maximum
Liability. It is the desire and intent of the Guarantors and the Secured Parties that this Guarantee shall be enforced against
the Guarantors to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement
is sought. The provisions of this Guarantee are severable, and in any action or proceeding involving any state or federal corporate
law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally,
if the obligations of any Guarantor under this Guarantee would otherwise be held or determined to be avoidable, invalid or unenforceable
on account of the amount of such Guarantor’s liability under this Guarantee, then, notwithstanding any other provision of
this Guarantee to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Secured
Parties, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action
or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”).
Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability
of each Guarantor without impairing this Guarantee or affecting the rights and remedies of the Secured Parties hereunder; provided
that, nothing in this sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum
Liability.


 


ARTICLE 11





MISCELLANEOUS


 


Section 11.01. Amendments,
Etc. (a) Except as provided in Section 2.16 with respect to any Incremental Joinder, Section 2.18 with respect
to any Extension Amendment and Section 2.19 with respect to any Refinancing Amendment or as otherwise provided in this
Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure
by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders, Holdings and the Borrower or
the applicable Loan Party, as the case may be (with an executed copy thereof promptly delivered to the Administrative Agent if
not otherwise a party thereto), and each such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided that:


 


(i)       no
amendment, waiver or consent shall, without the written consent of each Lender directly and adversely affected thereby (and not,
for the avoidance of doubt, the Required Lenders):


 


(A)          extend
or increase the Commitment of any Lender (it being understood that a waiver of any condition precedent set forth in Section 4.01
or 4.02, or the waiver of any Default, Event of Default or mandatory prepayment shall not constitute an extension or increase
of any Commitment of any Lender);


 


(B)          postpone
any date scheduled for any payment of principal or interest under Section 2.08 or 2.09 or fees under Section 2.04(i),
2.04(j), 2.10(b), 2.17(c)(iv), 2.17(c)(v), it being understood that the amendment, supplement, modification
and/or waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement
of any date scheduled for the payment of principal or interest and the application thereof shall not constitute a postponement
or reduction of the amount of interest or other amounts;


 






    167


     


    

 


(C)          reduce
or forgive the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (3)
of the second proviso to this Section 11.01(a)) any fees or other amounts payable hereunder or under any other Loan Document,
it being understood that any change to the definition of any financial ratio (including the First Lien Net Leverage Ratio, the
Senior Secured Net Leverage Ratio and/or the Total Net Leverage Ratio) or in each case, the component definitions thereof shall,
in each case of the foregoing, not constitute a reduction in the rate of interest or fees or other amounts payable; provided
that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or
to waive any obligation of the Borrower to pay interest at the Default Rate; or


 


(D)          change
Section 2.07, 2.08, 2.13(a) or (f), 2.14, or 8.03 in any manner that would alter the pro rata
nature of payments (and, in the case of Section 2.07, reductions of Commitments (other than the termination of any Lender as provided
in Section 3.09)) required thereby (it being understood and agreed that this clause (D) shall not apply to any transaction
permitted under Sections 2.15, 2.16, 2.18, 2.19, 11.07(k), or 11.07(l) or as otherwise provided
in this Agreement); and


 


(ii)       no
amendment, waiver or consent shall, without the written consent of each Lender:


 


(A)          change
any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent hereunder; or


 


(B)          release
all or substantially all of the Collateral in any transaction or series of related transactions, or release all or substantially
all of the value of the Guaranty;


 


provided further that:


 


(1)         no
amendment, waiver or consent shall, unless in writing and signed by the relevant L/C Issuer in addition to the Lenders required
above, affect the rights or duties of such L/C Issuer under this Agreement or any Letter of Credit Application relating to any
Letter of Credit issued or to be issued by it;


 


(2)        no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement
or any other Loan Document;


 


(3)        the
definition of “Letter of Credit Sublimit” may be amended or rights and privileges thereunder waived with the consent
of each L/C Issuer, the Administrative Agent and the Required Revolving Credit Lenders;


 


(4)        the
Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;


 






    168


     


    

 


(5)        the
conditions precedent set forth in Section 4.02 to a Credit Extension under the Revolving Credit Facility after the Closing Date
may be amended or rights and privileges thereunder waived only with the consent of the Required Revolving Credit Lenders and,
in the case of a Credit Extension that constitutes the issuance of a Letter of Credit, the applicable L/C Issuer; and


 


(6)        only
the consent of the Required Revolving Credit Lenders shall be necessary to amend, modify or waive the terms and provision of the
financial covenant set forth in Section 7.11 or any default or Event of Default with respect thereto (and any related definitions
as used in such Section, but not as used in other Sections of this Agreement).


 


(b)        Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver
or consent hereunder, except that the Commitment of such Lender may not be increased or extended nor the principal amount owed
to such Lender reduced nor the final maturity thereof extended without the consent of such Lender (it being understood that any
Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded from a vote of the Lenders hereunder requiring
any consent of the Lenders).


 


(c)        Notwithstanding
the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative
Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement in accordance with Section 2.18
or 2.19 and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and
fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Initial Term
Loans and the Initial Revolving Credit Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately
the Lenders holding such credit facilities in any determination of the Required Lenders.


 


(d)        Notwithstanding
anything to the contrary contained herein, in order to implement any Incremental Term Loan Class or Incremental Revolving Credit
Commitments in accordance with Section 2.16, this Agreement and the other Loan Documents may be amended, without the consent
of the other Lenders, as may be necessary or appropriate, as reasonably determined by the Administrative Agent and the Borrower,
to add such Incremental Term Loan Class or Incremental Revolving Credit Commitments in accordance with Section 2.16 and
otherwise effect the provisions of Section 2.16, which amendments may be effectuated in the applicable Incremental Joinder. The
Lenders hereby irrevocably authorize the Administrative Agent to enter into any Incremental Joinder and any amendment to any of
the other Loan Documents with the Loan Parties as may be necessary in order to establish new tranches or sub-tranches in respect
of Loans or Commitments increased or extended pursuant to Section 2.16 and such technical amendments as may be necessary or appropriate
in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Loans
or Commitments, in each case, on terms consistent with Section 2.16, including any changes to this Agreement as may be necessary
to ensure that any Incremental Term Loan Class is fungible with the applicable existing Term Loans if such Incremental Term Loan
Class is intended to be of the same Class as the relevant existing Term Facility (including by adding terms to an existing Class
of Loans or Commitments that are more favorable to the Lenders of such Class (as reasonably determined by the Administrative Agent).


 


(e)        Notwithstanding
anything to the contrary contained in this Section 11.01, any guarantees, collateral security documents and related documents
executed by any Loan Party of its subsidiaries in connection with this Agreement may be in a form reasonably determined by the
Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative
Agent at the request of the Borrower without the need to obtain the consent of any Lender if such amendment, supplement or waiver
is delivered in order (i) to comply with local Law, (ii) to correct or cure (x) ambiguities, errors, mistakes, omissions or defects,
(y) to effect administrative changes of a technical or immaterial nature or (z) incorrect cross references or similar inaccuracies
in this Agreement or the applicable Loan Document or (iii) to cause such guarantee, collateral security document or other Loan
Document to be consistent with this Agreement and the other Loan Documents; it being agreed that in the case of any conflict between
this Agreement and any other Loan Document, the provisions of this Agreement shall control (except that in the case of any conflict
between this Agreement and an Acceptable Intercreditor Agreement, such Acceptable Intercreditor Agreement with respect to the
Collateral shall control).


 






    169


     


    




 


(f)        Notwithstanding
anything to the contrary contained in this Section 11.01, in the event that the Borrower requests that this Agreement be modified
or amended in a manner that would require the unanimous consent of all of the Lenders (or all affected Lenders or all Lenders
or affected Lenders of a particular Class) and such modification or amendment is agreed to by the Required Lenders (other than
in connection with an extension of maturity, in which case such consent shall not be necessary), then the Borrower shall be permitted
to (A) replace the Lender or Lenders that did not agree to the modification or amendment requested by the Borrower (such Lender
or Lenders, collectively the “Dissenting Lenders”) (without the consent of any Dissenting Lender) by causing
such Dissenting Lenders to (and such Dissenting Lenders shall be obligated to) assign 100% of its relevant Commitments and the
principal of its relevant outstanding Loans (including, for the avoidance of doubt, any L/C Advances made by any Dissenting Lender)
at par plus any accrued and unpaid interest pursuant to Section 11.07(d) (without any assignment fee to be paid by the
Borrower) all of its relevant rights and obligations under this Agreement to one or more Eligible Assignees; or (B) terminate
the Commitment of such Dissenting Lender and repay all obligations of the Borrower owing to such Dissenting Lender relating to
the Loans and participations in L/C Obligations held by such Dissenting Lender as of such termination date;


 


Section 11.02. Notices
and Other Communications; Facsimile Copies. (a) Generally. Unless otherwise expressly provided herein, all notices and other
communications provided for under any Loan Document shall be in writing (including by facsimile transmission and, except as otherwise
specifically provided herein, electronic mail). All such written notices shall be mailed, faxed or delivered to the applicable
address, facsimile number or (subject to Section 11.02(c)) electronic mail address, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(i)       if
to the Borrower, the Administrative Agent or the L/C Issuer, to the address, facsimile number, electronic mail address or telephone
number specified for such Person on Schedule 11.02 or to such other address, facsimile number, electronic mail address
or telephone number as shall be designated by such party in a notice to the other parties; and


 


(ii)       if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by
such party in a notice to the Borrower, the Administrative Agent and the L/C Issuer.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as
available, return e-mail or other written acknowledgement), and (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; provided
that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal
business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business
on the next business day for the recipient.


 






    170


     


    




 


All such notices and
other communications shall be deemed to be given or made upon the earlier of (x) actual receipt by the relevant party and (y)
(A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party; (B) if delivered by mail, four
Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed
by telephone; and (D) if delivered by electronic mail, when delivered; provided that notices and other communications to
the Administrative Agent and the L/C Issuer pursuant to Article 2 shall not be effective until actually received by such Person.
In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.


 


(b)        Effectiveness
of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or other electronic means.
The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually
signed originals and shall be binding on each Loan Party, each Agent and each Lender. The Administrative Agent may also require
that any such documents and signatures be confirmed by a manually signed original thereof; provided that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document or signature.


 


(c)        Electronic
Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished
by electronic communication (including electronic mail, EPML Messaging and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer
pursuant to Article 2 if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable
of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved
by it; provided that approval of such procedures may be limited to particular notices or communications.


 


(d)        Reliance
by Agents and Lenders. Reliance by Agents and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled
to rely and act upon any notices (including telephonic notices, Loan Notices and Letter of Credit Applications) purportedly given
by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person the L/C Issuer, and each Lender from
all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or
on behalf of the Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative
Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording; provided
that, it is acknowledged and agreed that any recording of telephonic communications (other than such telephonic notices) between
a Loan Party and the Administrative Agent may not be recorded without the express written consent of the Borrower.


 


(e)        THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS
IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Agent-Related Persons (collectively, the “Agent Parties”) or the Borrower have any liability
to any other party hereto for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of the transmission of Borrower Materials or notices through the platform, any other electronic platform or electronic
messaging service, or through the Internet; except to the extent such losses, claims, damages, liabilities or expenses result
from the gross negligence, willful misconduct, bad faith or material breach of this Agreement (as determined by a court of competent
jurisdiction).


 






    171


     


    

 


Section 11.03. No
Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person
in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided under
each Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.


 


Section 11.04. Attorney
Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Arranger (without
duplication) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation,
syndication and execution of this Agreement and the other Loan Documents, (b) to pay or reimburse the Administrative Agent for
all reasonable and documented out-of-pocket costs and expenses incurred in connection with any amendment, waiver, consent or other
modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and
the consummation and administration of the transactions contemplated hereby and thereby, but in the case of Attorney Costs in
each of clauses (a) and (b) hereof, limited to the reasonable fees and reasonable documented out-of-pocket expenses of a single
primary firm of counsel to the Arranger and the Administrative Agent, and, if necessary, of a single firm of local counsel to
the Arranger and the Administrative Agent in each appropriate material jurisdiction, and (c) to pay or reimburse the Administrative
Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement
of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during
any legal proceeding, including any proceeding under any Debtor Relief Law), but in the case of Attorney Costs, limited to the
reasonable fees and reasonable documented out-of-pocket expenses of a single primary firm of counsel to (and, if necessary, of
a single firm of local counsel in each appropriate material jurisdiction to the Administrative Agent and the Lenders, taken as
a whole, unless the Administrative Agent and the Lenders reasonably determine that separate counsel is necessary to avoid a conflict
of interest in which case one additional counsel may be appointed for all affected parties, taken as a whole). The foregoing costs
and expenses shall include all search, filing, recording, title insurance and appraisal charges relevant to the Collateral and
fees and Taxes related thereto, and the related reasonable and documented out-of-pocket expenses incurred by any Agent. All amounts
due under this Section 11.04 shall be paid within thirty (30) days after receipt by the Borrower of an invoice in reasonable detail.
The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.


 


Section 11.05. Indemnification
by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold
harmless each Agent, the Arranger, each Lender, each L/C Issuer and each of their respective Affiliates and the directors, officers,
employees, counsel, agents and advisors of the foregoing (collectively the “Indemnitees”) from and against
any and all liabilities, losses, damages, claims and reasonable out-of-pocket costs (including Attorney Costs, which shall be
limited to one outside counsel to the Indemnitees, taken as a whole (and, if necessary, of a single firm of local counsel to the
Indemnitees, taken as a whole, in each appropriate material jurisdiction), unless the Indemnitees reasonably determine that separate
counsel is necessary to avoid a conflict of interest, in which case one additional counsel may be appointed for all affected Indemnitees,
taken as a whole), for any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any
such Indemnitee in any way relating to or arising out of or in connection with:


 






    172


     


    

 


(a)        the
execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument
delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby;


 


(b)        any
Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer
to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit); or


 


(c)        any
actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned, leased or operated
by any Restricted Company or any of their Subsidiaries, or any Environmental Liability related in any way to any Restricted Company
or any of their Subsidiaries; or


 


(d)        any
actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim,
litigation, investigation or proceeding is brought by the Borrower or any other Loan Party or their respective equity holders,
Affiliates, creditors or any other third Person and based on contract, tort or any other theory (including any investigation of,
preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether
any Indemnitee is a party thereto (a “Proceeding”);


 


(all the foregoing, collectively, the
 “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of
the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such liabilities, losses, damages, claims and costs (collectively, the “Losses”) (x) have resulted from
the gross negligence or willful misconduct or material breach of the Loan Documents in bad faith of or by such Indemnitee as determined
by the final non-appealable judgment of a court of competent jurisdiction, (y) arise from claims of any of the Indemnitees solely
against one or more Indemnitees (other than any claims against an Indemnitee in its capacity as agent, arranger or other similar
role hereunder) that have not resulted from any misrepresentation, default or the breach of any Loan Document or any actual or
alleged performance or non-performance by the Borrower or any other Loan Party, any direct or indirect parent or controlling person
thereof or their respective Subsidiaries or any of their respective officers, directors, stockholders, partners, members, employees,
agents, representatives or advisors or (z) have resulted from any agreement governing any settlement referred to below by such
Indemnitee that is effected without the Borrower’s prior written consent (which consent shall not be unreasonably withheld
or delayed), but if settled with the Borrower’s written consent or if there is a final judgment in any such Proceeding,
the Loan Parties agree to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities
and expenses by reason of such settlement or judgment in accordance with, and to the extent required by, this Section 11.05. Each
Indemnitee shall be obligated to refund and return any and all amounts paid by you (or on your behalf) under this Section 11.05
to such Indemnitee to the extent such Indemnitee is not entitled to payment of such amounts in accordance with the terms hereof.
No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through
SyndTrak, IntraLinks or other similar information transmission systems in connection with this Agreement, except to the extent
resulting from the willful misconduct, gross negligence or material breach of the Loan Documents in bad faith of or by such Indemnitee
as determined by the final non-appealable judgment of a court of competent jurisdiction, nor shall any Indemnitee or any Loan
Party have any liability (whether direct or indirect, in contract or in tort or otherwise) for any special, punitive, indirect
or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection
herewith or therewith (whether before or after the Closing Date); provided, however, that the foregoing liability exclusion
with respect to the Loan Parties shall not limit the indemnification obligations of the Loan Parties otherwise provided for above
in respect of third party claims against the Indemnitees for which such Indemnitees are otherwise entitled to indemnification
hereunder. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.05 applies,
such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its
directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party
thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated.
All amounts due under this Section 11.05 shall be paid within thirty days of receipt by the Borrower of an invoice in reasonable
detail. The agreements in this Section 11.05 shall survive the resignation of the Administrative Agent, the replacement of any
Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
Without limiting the provisions of Section 3.01, this Section 11.05 shall not apply with respect to Taxes other than any Taxes
that represent losses, claims, damages, etc., arising from any non-Tax claim.


 






    173


     


    

 


The Loan Parties shall
not be liable for any settlement of any Proceeding (or any expenses related thereto) effected without the Borrower’s written
consent (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due
to non-satisfaction of any of the conditions described in clauses (i) and (ii) of the succeeding paragraph shall be deemed reasonable),
but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent
jurisdiction for the plaintiff in any such Proceeding, the Loan Parties agree to indemnify and hold harmless each Indemnitee from
and against any and all Losses and reasonable and documented legal or other out-of-pocket expenses by reason of such settlement
or judgment in accordance with and to the extent provided in the other provisions of this Section 11.05.


 


The Loan Parties shall
not shall not, without the prior written consent of any Indemnitee (which consent shall not be unreasonably withheld or delayed,
it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i)
and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect
of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (i) includes an unconditional release
of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability or claims that are the
subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing
or a failure to act by or on behalf of any Indemnitee.


 


In case any Proceeding
is instituted involving any Indemnitee for which indemnification is to be sought hereunder by such Indemnitee, then such Indemnitee
will promptly notify the Borrower of the commencement of any Proceeding; provided, however, that the failure to so notify the
Borrower will not relieve the Borrower from any liability that it may have to such Indemnitee pursuant to this Section 11.05.


 


Section 11.06. Payments
Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent
or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into
by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then:


 


(a)        to
the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such setoff had not occurred, and


 


(b)        each
Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or
repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal
to the applicable Federal Funds Rate from time to time in effect.


 


Section 11.07. Assigns.
(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided
in Section 11.07(f) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Agreement.


 


(b)        Notwithstanding
Section 11.07(a), the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender, except as provided in Section 7.04.


 


(c)        Notwithstanding
Section 11.07(a), no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of Section 11.07(d), (ii) by way of participation in accordance with the provisions
of Section 11.07(f), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Sections
11.07(h) and 11.07(j) or (iv) to an SPC in accordance with the provisions of Section 11.07(i) (and any other attempted
assignment or transfer by any party hereto shall be null and void).


 


(d)        Any
Lender may at any time assign to one or more Eligible Assignees (which, for the avoidance of any doubt, shall not include any
Disqualified Institutions to the extent the list of Disqualified Institutions has been provided to the Lenders) all or a portion
of its rights and obligations under this Agreement; provided that


 






    174


     


    

 


(i)       except
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time
owing to it or, in the case of an assignment to a Lender or an Affiliate of a Lender or, in the case of the Term Loan Facility,
an Approved Fund, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if
the applicable Commitment is not then in effect, the outstanding principal balance of the Loan of the assigning Lender subject
to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit
Facility, or $1,000,000, in the case of any assignment in respect of any Term Loans, unless each of the Administrative Agent and,
the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);


 


(ii)       each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not prohibit
any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;


 


(iii)       any
assignment of a Term Loan or a Revolving Credit Commitment to an Eligible Assignee must be approved, if applicable, by the Persons
specified for such assignment in the definition of Eligible Assignee; provided that solely in the case of assignments of
Term Loans, the Borrower shall be deemed to have consented to any such assignment of Term Loans unless the Borrower has objected
to such assignment by written notice to the Administrative Agent within 10 Business Days after having received written notice
from the Administrative Agent requesting its consent to such assignment; provided further that, it is agreed that the Borrower
may withhold its consent to an assignment to any person that is known by it to be an affiliate of a Disqualified Institution (regardless
of whether it is readily identifiable as an Affiliate by virtue of the similarity of its name (other than, in the case of Disqualified
Institutions under clause (ii) of the definition thereof, such Affiliates that are Bona Fide Lending Affiliates);


 


(iv)       the
parties (other than the Borrower unless its consent to such assignment is required hereunder) to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500
(which fee the Borrower shall have no obligation to pay except as required in Section 3.09 and 11.01(f)), the applicable
IRS Form W-8 or IRS Form W-9 (or other applicable tax form) and all documentation and other information required by regulatory
authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without
limitation, the USA PATRIOT Act; and


 


(v)       the
assigning Lender shall deliver any Notes evidencing such Loans to the Borrower. Subject to acceptance and recording thereof by
the Administrative Agent pursuant to Section 11.07(e), from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and,
in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04,
3.07, 11.04 and 11.05 with respect to facts and circumstances occurring prior to the effective date of such
assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute
and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this clause (d) shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 11.07(f). The Administrative Agent, in its capacity as
such, shall not be responsible or have any liability for, or have any duty to inquire into, monitor, or enforce, the provisions
set forth in this Agreement relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative
Agent, in its capacity as such, shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant
or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of
any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institution.


 






    175


     


    

 


(e)        The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of the Administrative
Agent’s offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations
(specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.04 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, each Agent and each Lender shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon
reasonable prior written notice. The parties intend that all extensions of credit to the Borrower and its Affiliates hereunder
shall at all times be treated as being in registered form within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the
Code (and any successor provisions) and the regulations thereunder and shall interpret the provisions herein regarding the Register
consistent with such intent.


 


(f)        Any
Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person or solely to the extent the list of Disqualified Institutions is made available to the
Lenders, a Disqualified Institution) (each, a “Participant”) in all or a portion of such Lender’s rights
and/or obligations under this Agreement; provided that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, each Agent and each other Lender shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents
and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to
any amendment, waiver or other modification described in Section 11.01(a)(i) or 11.01(a)(ii) that directly affects such
Participant. Subject to Section 11.07(g), each Participant shall be entitled to the benefits of Section 3.01, and
Sections 3.04 through 3.07 (subject to the requirements and limitations therein, including the requirements under
Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to
the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section
11.07(d). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.10
as though it were a Lender; provided that such Participant agrees to be subject to Section 2.14 as though it were
a Lender.


 


(g)        A
Participant shall not be entitled to receive any greater payment under Section 3.01 and Sections 3.04 through 3.07
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant
acquired the applicable participation. Each Lender that sells a participation and each Granting Lender 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 each applicable SPC and the principal amounts (and stated interest) of each Participant’s or SPC’s, as applicable,
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity
of any Participant or SPC, or any information relating to a Participant’s or SPC’s interest in any Commitments, Loans,
Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The entries
in the Participant Register shall be conclusive (absent manifest error) as to the identity of each Participant and each SPC and
the amount of Loans and Commitments attributed to such Participant or SPC, and such Lender shall treat each Person whose name
is recorded in the Participant Register as the owner of such participation or Loan granted to such SPC for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 






    176


     


    

 


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


 


(i)         Notwithstanding
anything to the contrary contained herein:


 


(i)       any
Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) (which,
for the avoidance of doubt, may not be a Disqualified Institution) identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Borrower the option to provide all or any part of any Loan that such Granting Lender
would otherwise be obligated to make pursuant to this Agreement; provided that


 


(A)          nothing
herein shall constitute a commitment by any SPC to fund any Loan,


 


(B)          if
an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof, and


 


(C)          each
SPC that elects to exercise such option shall satisfy the requirements under Section 3.01(e) (it being understood that the documentation
required under Section 3.01(e) shall be delivered to the applicable Granting Lender)


 


(ii)       (A)
neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase
or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01 or 3.04 through
3.07), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender
would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other
modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.


 


(iii)       any
SPC may (A) with notice to, but without prior consent of the Borrower or the Administrative Agent and with the payment of a processing
fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (B)
disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial
paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.


 






    177


     


    

 





(j)     Notwithstanding
anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the
Loans owing to it and the Note, if any, held by it to the trustee (who may not be a Disqualified Institution) for holders of obligations
owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until
such trustee actually becomes a Lender in compliance with the other provisions of this Section 11.07, (i) no such pledge shall
release the pledging Lender from any of its obligations under the Loan Documents, (ii) such trustee shall not be entitled to exercise
any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect
to the pledged interest through foreclosure or otherwise (unless such trustee is an Eligible Assignee which has complied with
the requirements of Section 11.07(d)).


 


(k)     In
case of an assignment to a Sponsor Affiliated Lender, (1) after giving effect to such assignment, together with all other assignments
to Sponsor Affiliated Lenders, the aggregate principal amount of all Loans and Commitments then held by all Sponsor Affiliated
Lenders (other than Affiliated Debt Funds) shall not exceed 25% of the aggregate unpaid principal amount of the Term Loans then
outstanding (determined at the time of such purchase), (2) no Revolving Credit Loans or Revolving Credit Commitments shall be
assigned to any Sponsor Affiliated Lender, (3) no proceeds of Revolving Credit Loans shall be used, directly or indirectly, to
consummate such assignment, (4) any Loans assigned or contributed to Holdings or its Subsidiaries shall be automatically cancelled
upon such assignment (it being agreed that documentation evidencing such cancellation, if necessary), may be entered promptly
thereafter), (5) in the event that any proceeding under the Bankruptcy Code shall be instituted by or against the Borrower or
any Guarantor, each Sponsor Affiliated Lender shall acknowledge and agree that they are each “insiders” under Section
101(31) of the Bankruptcy Code and, as such, the claims associated with the Loans and Commitments owned by it shall not be included
in determining whether the applicable class of creditors holding such claims has voted to accept a proposed plan for purposes
of Section 1129(a)(10) of the Bankruptcy Code, or, alternatively, to the extent that the foregoing designation is deemed unenforceable
for any reason, each Sponsor Affiliated Lender shall vote in such proceedings in the same proportion as the allocation of voting
with respect to such matter by those Lenders who are not Sponsor Affiliated Lenders, except to the extent that any plan of reorganization
proposes to treat the Obligations held by such Sponsor Affiliated Lender in a manner that is less favorable in any material respect
to such Sponsor Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Sponsor Affiliated
Lenders; provided that this clause (5) shall not apply to Affiliated Debt Funds, (6) the assigning Lender and the Sponsor
Affiliated Lender purchasing such Lender’s Loans and/or Commitments shall execute and deliver to the Administrative Agent
an assignment agreement substantially in the form of Exhibit A-2 hereto (an “Affiliated Lender Assignment and Assumption”),
(7) such Sponsor Affiliated Lender will not receive information provided solely to Lenders and will not be permitted to attend
or participate in (or receive any notice of) Lender meetings or conference calls, will not be entitled to challenge the Administrative
Agent’s and the Lenders’ attorney-client privilege as a result of their status as Sponsor Affiliated Lenders and,
other than with respect to Affiliated Debt Funds, will not have any rights to bring any action against the Administrative Agent
in its capacity as such, (8) notwithstanding anything to the contrary contained herein, any such Loans acquired by a Sponsor Affiliated
Lender (other than Holdings or its Restricted Subsidiaries) may, with the consent of the Borrower, be contributed to the Borrower
(whether through any of its direct or indirect parent entities or otherwise) and exchanged for debt or equity securities that
are otherwise permitted to be issued at such time, (9) the portion of the Total Outstandings held or deemed held by any Lenders
that are Sponsor Affiliated Lenders (other than Affiliated Debt Funds) shall be excluded for all purposes of making a determination
of Required Lenders, (10) Affiliated Debt Funds may not, in the aggregate, account for more than 49.9% of the amount necessary
to establish that the Required Lenders have consented to an action and the portion of the Total Outstandings held or deemed held
by any Affiliated Debt Funds in excess of such amount shall be excluded for all purposes of making a determination of Required
Lenders, (11) any purchases by Sponsor Affiliated Lenders shall require that such Sponsor Affiliated Lender clearly identify itself
as a Sponsor Affiliated Lender in any Affiliated Lender Assignment and Assumption executed in connection with such purchases or
sales, (12) each such Affiliated Lender Assignment and Assumption shall contain customary “big boy” representations
but no requirement to make representations as to the absence of any material non-public information and (13) Holdings and its
Subsidiaries may not purchase any Loans so long as any Default or Event of Default has occurred and is continuing.


 






    178


     


    

 



 


(l)
      The Administrative Agent, in its capacity as such, may conclusively rely upon any list provided
by the Borrower pursuant to Section 11.07(l) in connection with any amendment or waiver hereunder and shall not have any
responsibility for monitoring any acquisition or disposition of Term Loans by any Sponsor Affiliated Lender or liability for any
losses suffered by any Person as a result of any purported assignment to or from a Sponsor Affiliated Lender.


 


Section 11.08.
Successors. Notwithstanding anything to the contrary contained herein, any or all of Nomura (or its designees) or any other
L/C Issuer may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation
as L/C Issuer, the Borrower shall be entitled to appoint a successor L/C Issuer from among the Lenders willing to accept such
appointment; provided that a failure by the Borrower to appoint any such successor shall not affect the resignation as L/C Issuer
except as provided above. If an L/C Issuer resigns, it shall retain all the rights and obligations of the L/C Issuer with respect
to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts
pursuant to Section 2.04(c)).





 


Section 11.09. Confidentiality.
Each Agent and each Lender agrees to maintain the confidentiality of the Information, except that the Information may be disclosed
(a) to its Affiliates, and its and their respective employees and agents, independent auditors, legal counsel and other advisors
or experts who need to know such information solely in connection with the Facilities (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such Information and who have agreed or are otherwise
obligated to keep such Information confidential, and the applicable Agent or Lender shall be responsible for compliance by such
Persons with such obligations); (b) to the extent requested by any regulatory authority having jurisdiction over the applicable
Agent or Lender; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; provided
that the Agent or Lender that discloses any Information pursuant to this clause (c) shall, to the extent practicable
and permitted by law, provide the Borrower prompt notice of such disclosure; (d) to any other party to this Agreement; (e) subject
to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section 11.09
(or as may otherwise be reasonably acceptable to the Borrower), (x) to any Eligible Assignee of or Participant in, or any prospective
Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (y) to any direct, indirect,
actual or prospective counterparty (and its advisor) to any swap, derivative or securitization transaction related to its obligations
under this Agreement, in each case, other than a Disqualified Institution; provided that notwithstanding anything to the
contrary in this Section 11.09, any Agent or any Lender may disclose the list of Disqualified Institutions to any prospective
assignee, participant or counterparty who is not (i) a Disqualified Institution or (ii) readily identifiable as an Affiliate of
a Disqualified Institution set forth on such list by virtue of the similarity of its name to such Disqualified Institution for
the purpose of such prospective assignee, participant or counterparty representing and warranting to the such Agent or such Lender
that such prospective assignee, participant or counterparty is not a Disqualified Institution; (f) with the written consent of
the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section
11.09; (h) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners
or any other similar organization) regulating any Lender; (i) to the extent such Information is independently developed by such
Agent or Lender; (j) for purposes of establishing a “due diligence” defense; and (k) to the extent such Information
is received from a third party that is not subject to any confidentiality obligations owed to the Borrower. In addition, any Agent
and any Lender may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar
service providers to the lending industry, and service providers to any Agent and any Lender in connection with the administration
and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this
Section 11.09, “Information” means all information received from or on the behalf of any Loan Party
relating to any Loan Party or its business or Affiliates, other than any such information that is publicly available to any Agent
or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 11.09.




 






    179


     


    










 


Section 11.10. Set-off.
In addition to any rights and remedies of each Lender provided by Law, upon the occurrence and during the continuance of any Event
of Default, after obtaining the prior written consent of the Administrative Agent, each Lender is authorized at any time and from
time to time, without prior notice to any Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf
of each other Loan Party) 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, but not any deposits held in a custodial, trust or other fiduciary capacity), at any time
held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties
against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective
of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although
such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or
Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application
made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.
The rights of the Administrative Agent and each Lender under this Section 11.10 are in addition to other rights and remedies
(including other rights of setoff) that the Administrative Agent and such Lender may have.


 


Section 11.11. Interest
Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be
paid under any Loan Document shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining
whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to
the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather
than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal
or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


Section 11.12. Counterparts.
This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a
signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart
of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by
telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same
shall not limit the effectiveness of any document or signature delivered by telecopier.














 



    180


     


    










 


Section 11.13. Integration.
This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of
any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall
control; provided that the inclusion of supplemental rights or remedies in favor of any Agent or any Lender in any other
Loan Document shall not be deemed a conflict with this Agreement and subject, in the case of Letter of Credit Applications, to
the last sentence of Section 2.04(b)(i). Each Loan Document was drafted with the joint participation of the respective
parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning
thereof.


 


Section 11.14. Survival
of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other
document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery
hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless
of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have
had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long
as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


 


Section 11.15. Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.


 


Section 11.16. Governing
Law. (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK; PROVIDED, THAT (I) THE INTERPRETATION OF THE DEFINITION OF “CLOSING DATE MATERIAL ADVERSE EFFECT”
AND THE DETERMINATION OF WHETHER A CLOSING DATE MATERIAL ADVERSE EFFECT HAS OCCURRED, (II) THE DETERMINATION OF THE ACCURACY OF
ANY SPECIFIED ACQUISITION AGREEMENT REPRESENTATION AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF MERGER SUB OR ITS APPLICABLE
AFFILIATE HAS A RIGHT TO TERMINATE ITS OBLIGATIONS UNDER THE ACQUISITION AGREEMENT OR DECLINE TO CONSUMMATE THE ACQUISITION AND
(III) THE DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT
AND, IN ANY CASE, ANY CLAIM OR DISPUTE ARISING OUT OF ANY SUCH INTERPRETATION OR DETERMINATION OR ANY ASPECT THEREOF, SHALL IN
EACH CASE BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS REGARDLESS OF THE LAWS
THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.


 


(b)    ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK IN THE CITY OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR
OTHER DOCUMENT RELATED THERETO (EXCEPT THAT, (X) IN THE CASE OF ANY MORTGAGE OR OTHER SECURITY DOCUMENT, PROCEEDINGS MAY ALSO
BE BROUGHT BY THE ADMINISTRATIVE AGENT IN THE STATE OR OTHER JURISDICTION IN WHICH THE RESPECTIVE MORTGAGED PROPERTY OR COLLATERAL
IS LOCATED OR ANY OTHER RELEVANT JURISDICTION AND (Y) IN THE CASE OF ANY BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDINGS WITH RESPECT
TO THE ADMINISTRATIVE AGENT, ANY L/C ISSUER OR ANY OTHER LENDER, ACTIONS OR PROCEEDINGS RELATED TO THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS MAY BE BROUGHT IN SUCH COURT HOLDING SUCH BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDINGS).


 









    181


     


    



















 


Section 11.17. Waiver
of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS
AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


Section 11.18. Binding
Effect. This Agreement shall become effective when it shall have been executed by Holdings, Merger Sub, the Target and each
other Loan Party and the Administrative Agent shall have been notified by each Lender and the L/C Issuer that each such Lender
and the L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and
each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the Lenders.


 


Section 11.19. No
Implied Duties. The Borrower acknowledges that (a) the sole role of the Arranger is to syndicate the Facilities and to arrange
for future amendments and other modifications hereto and (b) no Agent has any duty other than as expressly provided herein. Without
limiting the generality of the foregoing, the Borrower agrees that no Arranger, Agent or Lender shall in any event be subject
to any fiduciary or other implied duties. Additionally, the Borrower acknowledges and agrees that the Arranger is not advising
the Borrower as to any legal, Tax, investment, accounting or regulatory matters in any jurisdiction. The Borrower has consulted
and will continue to consult with its own advisors concerning such matters and shall be responsible for making its own independent
investigation and appraisal of the transactions contemplated hereby (including any amendments or other modifications hereto),
and neither the Arranger nor any Secured Party shall have any responsibility or liability to the Borrower with respect thereto.
Any review by the Arranger or Secured Party of the Borrower, the transactions contemplated hereby or other matters relating to
such transactions will be performed solely for the benefit of the Arranger or such Secured Party and shall not be on behalf of
the Borrower.


 


Section 11.20. USA
Patriot Act Notice. Each Lender that is subject to the USA Patriot Act (as hereinafter defined) 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 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “USA Patriot Act”), it is required
to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name
and address of the Borrower or Guarantor and other information that will allow such Lender or the Administrative Agent, as applicable,
to identify the Borrower or such Guarantor in accordance with the Act. The Borrower shall, reasonably promptly following a request
by the Administrative Agent, provide all documentation and other information that the Administrative Agent requests in order to
comply with ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the Act; provided that, no Default or Event of Default shall result from non-compliance by this Section 11.20.











 






    182


     


    










 


Section 11.21. Acknowledgement
and Consent to Bail- In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of
any EEA Financial Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA
Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


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



 


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



 


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




 


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




 


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




 


Section 11.22. Lender
Representations. Each Lender as of the Closing Date represents and warrants (a) as of the Closing Date that such Lender is
not and will not be (i) an employee benefit plan as defined in, and subject to Title I of ERISA, (ii) a plan as defined in, and
subject to Section 4975 of the Code; (iii) an entity deemed to hold Plan Assets of any such plans ; or (iv) a “governmental
plan” within the meaning of Section 3(32) of ERISA, and (b) no portion of the Loan shall be funded with Plan Assets.


 


Section 11.23. No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any other Loan Document), Holdings and each other Loan
Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent, the Arranger, and the Lenders are arm’s-length commercial
transactions between Holdings, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative
Agent, the Arranger, and the Lenders, on the other hand, (B) each of Holdings and the other Loan Parties has consulted its own
legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) Holdings and each other Loan Party
is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby
and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arranger and each Lender is and has been acting solely
as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting
as an advisor, agent or fiduciary for Holdings, any other Loan Party or any of their respective Affiliates, or any other Person
and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to Holdings, any other Loan Party or
any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set
forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arranger and the Lenders and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the other
Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger, nor any Lender has any obligation
to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest
extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have
against the Administrative Agent, the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transaction contemplated hereby.


 



    183


     


    
















 


Section 11.24. Electronic
Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,”
 “signature,” and words of like import in or related to any document to be signed in connection with this Agreement
and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications,
Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms
and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything
contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any
form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


Section 11.25. The
Borrower as Loan Party Representative. Each Loan Party (other than the Borrower) hereby designates the Borrower as its representative
and agent for all purposes under the Loan Documents, including requests for Revolving Loans, designation of interest rates, delivery
or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for
waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants),
and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative
Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication
(including any Loan Notice) delivered by Borrower Representative on behalf of any Borrower. The Administrative Agent, the Collateral
Agent and the Lenders may give any notice or communication with a Borrower hereunder to Borrower Representative on behalf of such
Borrower. Each of the Administrative Agent, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal
exclusively with Borrower Representative for any or all purposes under the Loan Documents. Each Borrower agrees that any notice,
election, communication, representation, agreement or undertaking made on its behalf by Borrower Representative shall be binding
upon and enforceable against it.











 









    184


     


    




 


Section 11.26. Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other
Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding
that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative
Agent 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
of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent 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 from the Borrower in the Agreement Currency, the Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Administrative Agent against such loss. If the amount of the
Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative
Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable
law).


 


[THE REMAINDER OF
THIS PAGE IS INTENTIONALLY LEFT BLANK.]








 



    185


     


    





 


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.


 


	BORROWER:	LATHAM PURCHASER, INC.,
	 	as Borrower
	 	 
	 	By:	/s/ Scott M. Rajeski
	 	Name: Scott M. Rajeski
	 	Title:   Chief
    Executive Officer, President and Secretary
	 	 
	 	Immediately
                                         upon conummation of the Acquisition,

                                                                            the
                                         Person below shall be deemed to be the Borrower

	 	 
	 	LATHAM POOL PRODUCTS,
    INC.,
	 	as Borrower
	 	 
	 	By:	/s/ Scott M. Rajeski
	 	Name: Scott M. Rajeski
	 	Title:   Chief
    Executive Officer, President and Secretary




 


Signature Page to Credit and Guaranty Agreement


 









     


     


    

 


	HOLDINGS:	LATHAM INTERNATIONAL MANUFACTURING
    CORP.,
	 	as Holdings
	 	 
	 	By:	/s/ Scott M. Rajeski
	 	Name: Scott M. Rajeski
	 	Title:   Chief Executive
    Officer, President and Secretary




 


Signature Page to Credit and Guaranty Agreement





 






     


     


    

 


	SUBSIDIARY GUARANTOR:	POOL COVER SPECIALISTS, LLC,
	 	as Subsidiary Guarantor
	 	 
	 	By:	/s/ Scott M. Rajeski
	 	Name: Scott M. Rajeski
	 	Title:   President
    and Secretary




 


Signature Page to Credit and Guaranty Agreement





 






     


     


    

 


		NOMURA CORPORATE FUNDING AMERICAS,
	 	LLC, as Administrative Agent, Lender and L/C Issuer
	 	 
	 	By:	/s/ Garrett P.
    Carpenter
	 	Name: Garrett P. Carpenter
	 	Title: Managing Director


 


Signature Page to
Credit and Guaranty Agreement


 






     


     


    

 



 


EXHIBIT
A-1


 


FORM OF ASSIGNMENT
AND ASSUMPTION


 


This Assignment and
Assumption Agreement (the “Assignment”) is dated as of the Effective Date set forth below and is entered into
by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee]
(the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them
in the Credit Agreement identified below (including all exhibits and schedules thereto, as amended, restated, amended and restated,
supplemented, extended, refinanced or otherwise modified in writing from time to time, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein
in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement (including its Register
and Participant Register provisions), as of the Effective Date inserted by the Administrative Agent as contemplated below, the
interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and
any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below
of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including,
to the extent included in any such facilities, Letters of Credit, Swing Loans and Guarantees) (the “Assigned Interest”).
Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation
or warranty by the Assignor.


 


	 	1.	Assignor:	 	 
	 	 	 	 
	 	2.	Assignee
    :	 	 
	 	 	 	[and
    is an Affiliate/Approved Fund1
    of [identify Lender]]
	 	 	 	 
	 	3.	Borrower:	Latham
    Purchaser, Inc., a Delaware corporation (“Purchaser”) and, prior to the consummation of the Acquisition,
    the Borrower, and Latham  Pool Products, Inc., a Delaware corporation (“LPP”) and immediately upon
    consummation of the Acquisition, Borrower.
	 	 	 	 
	 	4.	Administrative

    Agent:	Nomura
    Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as administrative agent under the Credit
    Agreement.
	 	 	 	 
	 	5.	Credit
    Agreement:  	The
    Credit and Guaranty Agreement, dated as of December [__], 2018, among Purchaser, LPP, Latham International Manufacturing Corp.,
    a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto,
    the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents
    or designees), as Administrative Agent and L/C Issuer.



 





 






1 Select as applicable.


 






    A-1-1


     


    

 


6.       Assigned
Interest:


 


	Facility
    Assigned2	 	Aggregate
    

Amount of

 Commitment/Loans

 for all Lenders	 	 	Amount
    of 

Commitment/Loans 

Assigned	 	 	Percentage
    

Assigned of 

Commitment/Loans3	 
	 	 	$	             	 	 	$	                   	 	 	 	                	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	$	 	 	 	$	 	 	 	 	 	%










 


Effective Date: _____________,
20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


 


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


 





 









2
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under
this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 


 


3
Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. 




 






    A-1-2


     


    

 


The terms set forth in this Assignment are hereby
agreed to:


 


 





	 	ASSIGNOR
	 	 	 
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	ASSIGNEE
	 	 	 
	 	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


	[Consented to and1
    Accepted:
	 	 	 
	NOMURA CORPORATE FUNDING AMERICAS, LLC, 
	as Administrative Agent
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:]	 


 


	[Consented to:2
	 
	LATHAM POOL PRODUCTS, INC., as Borrower
	 
	By:	 	 
	Name:	 	 
	Title:	]	 



 


1 To be added only if the
consent of the Administrative Agent is required by the terms of the Credit Agreement. 


 


2
To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. 




 






    A-1-3


     


    










 


ANNEX I


STANDARD TERMS
AND CONDITIONS FOR ASSIGNMENT





AND ASSUMPTION
AGREEMENT


 


1.  Representations and Warranties.


 


1.1 Assignor. 
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (iv) it
is not a Defaulting Lender and (b) assumes no responsibility with respect to (i) any statements, warranties or representations
made in or in connection with any Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any other Loan Document, or any collateral thereunder, (iii) the financial condition of the
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance
or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document.


 


1.2 Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it is not a Sponsor Affiliated Lender or a Disqualified Institution, (iii) it meets all requirements of an Eligible Assignee
under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iv) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement (including its Register and Participant
Register provisions) and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (v) it has
received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section
6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such
analysis and decision and (vi) attached hereto is any documentation required to be delivered by it pursuant to the terms of the
Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance
on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will
perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed
by it as a Lender.


 


2. Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 


3. General Provisions.
This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law of the State of
New York.


 


[Remainder of page
intentionally left blank]





 






    A-1-4


     


    

 





EXHIBIT A-2


 


FORM OF AFFILIATED
LENDER ASSIGNMENT AND ASSUMPTION


 


Reference is made
to the Credit and Guaranty Agreement, dated as of December [          ],
2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the
 “Credit Agreement”), among Latham Purchaser, Inc., a Delaware corporation (“Purchaser” and,
prior to the consummation of the Acquisition, the “Borrower”), Latham Pool Products, Inc., a Delaware corporation
(“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Latham International
Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time
party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more
sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit
Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings
given to them in the Credit Agreement.


 


The Assignor identified
on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”)
agree as follows:


 


1. The Assignor hereby
irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described
in Schedule I hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations
as a Lender under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as are set forth
on Schedule I hereto (individually, an “Assigned Facility”; collectively, the “Assigned Facilities”),
in a principal amount for each Assigned Facility as set forth on Schedule I hereto.


 


2. The Assignor (a)
makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document or with respect to the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or
document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned
by it hereunder and that such interest is free and clear of any such adverse claim and (b) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the Borrower, any of its Affiliates or any other obligor
under the Loan Documents or the performance or observance by the Borrower, any of its Affiliates or any other obligor under the
Loan Documents of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument
or document furnished pursuant hereto or thereto. The Assignor acknowledges and agrees that (i) the Assignee may then have, and
later may come into possession of confidential information, (ii) it has independently and, without reliance on the Assignee, the
Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in this Assignment,
(iii) neither the Assignee that is a Sponsor Affiliated Lender or any of their Subsidiaries, the Administrative Agent or any of
their respective Affiliates shall have any liability to the Assignor, and the Assignor hereby waives and releases, to the extent
permitted by law, any claims the Assignor may have against any such Persons under applicable laws or otherwise, with respect to
the nondisclosure of confidential information, and (iv) confidential information may not be available to the Assignor, Administrative
Agent or the other Lenders.


 






    A-2-1


     


    

 


3. The Assignee represents
and warrants that (a) it is legally authorized to enter into this Assignment, (b) it is a Sponsor Affiliated Lender, (c) each
of the conditions to this Assignment contained in Section 11.07(k) of the Credit Agreement has been satisfied, (d) the
Assignor (i) may then have, and later may come into possession of confidential information, (ii) it has independently and, without
reliance on the Assignor, the Administrative Agent, the Arrangers or any of their respective Affiliates, has made its own analysis
and determination to participate in this Assignment notwithstanding the Assignee’s lack of knowledge of the confidential
information, (iii) neither the Assignor that is a Sponsor Affiliated Lender or any of their Subsidiaries, the Administrative Agent,
the Arrangers or any of their respective Affiliates shall have any liability to the Assignee, and the Assignee hereby waives and
releases, to the extent permitted by law, any claims the Assignee may have against any such Persons under applicable laws or otherwise,
with respect to the nondisclosure of the confidential information, and (iv) the confidential information may not be available
to the Assignee, Administrative Agent or the other Lenders and (e) it is not a Defaulting Lender.








 


4. The Assignee confirms
that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section
6.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment; (a) agrees that it will, independently and without reliance upon the Assignor, the Administrative
Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument
or document furnished pursuant hereto or thereto; (b) appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are incidental thereto; and (c) agrees that it will be bound by the provisions of the Credit Agreement
and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including its obligations pursuant to Section 11.09 of the Credit Agreement.


 


5. The effective date
of this Assignment shall be the Effective Date of Assignment described in Schedule I hereto (the “Effective Date”).
Following the execution of this Assignment, it will be delivered to the Administrative Agent for acceptance by it and recording
by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise
agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the
Administrative Agent).


 


6. Upon such acceptance
and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to
the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date.


 


7. From and after
the Effective Date, (a) the Assignee shall be a party to the Credit Agreement, to the extent provided in this Assignment, have
the rights and obligations (including with respect to the Register and Participant Register) of a Lender under the Credit Agreement
and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided
in this Assignment, relinquish its rights and be released from its obligations under the Credit Agreement.


 


8. This Assignment
shall be governed by and construed in accordance with the laws of the State of New York.


 


[Remainder of page
intentionally left blank; signature page follows]


 









    A-2-2


     


    







 


IN WITNESS
WHEREOF, the parties hereto have caused this Assignment to be executed as of the date first above written by their
respective duly authorized officers on Schedule I hereto.


 


Accepted for recordation in the Register:


 


	NOMURA CORPORATE FUNDING AMERICAS, LLC, as
    Administrative Agent
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 









    A-2-3


     


    

 





 



 


Schedule I


 


		1.	Assignor:	 	 



 


		2.	Assignee:	 	 



 


		3.	Borrower:	Latham
                                         Purchaser, Inc., a Delaware corporation (“Purchaser”) and, prior to
                                         the consummation of the Acquisition, the Borrower, and Latham Pool Products, Inc., a
                                         Delaware corporation (“LPP”) and immediately upon consummation of
                                         the Acquisition, the Borrower.



 


	 	4.	Administrative
    Agent:	Nomura Corporate
    Funding Americas, LLC, as administrative agent under the Credit Agreement.


 


	 	5.	Credit
    Agreement:	The Credit and
    Guaranty Agreement, dated as of December [__], 2018, among Purchaser, LPP, Latham International Manufacturing Corp., a Delaware
    corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders
    from time to time party thereto and Nomura Corporate Funding Americas, LLC, as Administrative Agent and L/C Issuer.


 


	 	6.	Assigned
    Interest:	 	 


 
	Facility
    Assigned	 	Aggregate

    Amount of
 Term Loans
 for all Lenders	 	 	Amount
    of
 Term Loans
 Assigned	 	 	Percentage

    Assigned of

    Term Loans1	 
	[Term
    Loans] [Incremental Term Loans][Incremental Equivalent Debt]	 	$	             	 	 	$	               	 	 	 	    	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	$	        	 	 	$	           	 	 	 	              	%



 


Effective Date: _____________, 20__ [TO
BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


[Remainder of page intentionally left blank;
signature page follows]


 





 






1 Set forth, to at least 9 decimals, as
a percentage of the Loans of all Lenders thereunder.


 






    A-2-4


     


    

 


The terms set forth in this Assignment are hereby
agreed to:


 


	 	ASSIGNOR
	 	 
		[NAME OF ASSIGNOR]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	 
	[Consented to:	 
	 	 
	LATHAM POOL PRODUCTS, INC.,	 
	as Borrower	 
	 	 	 
	By:	        	 
	Name:	 	 
	Title:	 	]



 






    A-2-5


     


    

 


EXHIBIT B


 


FORM OF COMPLIANCE
CERTIFICATE


 


Financial Statement
Date: _______, ____


 


To: Nomura Corporate Funding Americas, LLC, as Administrative
Agent


 


Ladies and Gentlemen:


 


Reference is made
to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented
or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein
as therein defined), among Latham Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation
of the Acquisition, the “Borrower”), Latham Pool Products, Inc., a Delaware corporation (“LPP”
and immediately upon consummation of the Acquisition, the “Borrower”), Latham International Manufacturing Corp.,
a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the
Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees),
as Administrative Agent and L/C Issuer.


 


The undersigned, a
Responsible Officer of the Borrower, hereby certifies as of the date hereof that he/she is the _______________ of the Borrower,
and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on behalf
of the Borrower and its Restricted Subsidiaries, in such capacity and without any personal liability, and hereby certifies on
behalf of the Borrower that as of the date hereof:


 


[Use following paragraph 1 for fiscal year-end financial
statements]


 


1. Attached hereto
as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of
[Holdings] and its Subsidiaries ended as of the above date, together with the report and opinion of the independent certified
public accountant required by such Section. Also attached hereto as Schedule 1 are [(i)] a management discussion and analysis
of financial results with respect to such financial statements [and (ii) the related consolidating financial statements reflecting
the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only)
from such consolidated financial statements].


 


[Use following paragraph 1 for fiscal quarter financial
statements]


 


1. Attached hereto
as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of [Holdings]
ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results
of operations, shareholders’ equity and cash flows of [Holdings] and its Subsidiaries in accordance with GAAP as at such
date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto
as Schedule 1 are [(i)] a management discussion and analysis of financial results with respect to such financial statements [and
(ii) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted
Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements].


 






    B-1


     


    

 


[select one:]


 


[2. To the knowledge
of the undersigned Responsible Officer, no Default has occurred during such fiscal period and is continuing on the Financial Statement
Date.]


 


–or–


 


[2. To the knowledge
of the undersigned Responsible Officer, the following is a list of each Default (and its nature and status) that has occurred
during such fiscal period and is continuing on the Financial Statement Date:]


 


[select one:]


 


[3. To the knowledge
of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, no changes in beneficial
ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing Date (or the most recent
update delivered to the Administrative Agent) has occurred during such fiscal period.]


 


–or–


 


[3. To the knowledge
of the undersigned Responsible Officer and to the extent required by the Beneficial Ownership Regulation, the following is a list
of changes in beneficial ownership with respect to the Beneficial Ownership Certification delivered on or prior to the Closing
Date (or the most recent update delivered to the Administrative Agent) that has occurred during such fiscal period:]


 


4. Solely to the extent
the Financial Covenant is required to be tested as of the date hereof, attached hereto as Schedule 2 are calculations in reasonable
detail demonstrating compliance with the Financial Covenant.


 






    B-2


     


    

 





IN
WITNESS WHEREOF, the undersigned Responsible Officer has executed this Certificate on behalf of the Borrower as of
the date first written above.


 


	 	LATHAM POOL PRODUCTS, INC.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 






    B-3


     


    

 


SCHEDULE 1


to the Compliance Certificate


 


[Audited or unaudited
financial statements required by Section 6.01(a) or (b) of the Agreement]


 






    B-4


     


    

 


 


SCHEDULE 2


to the Compliance Certificate


 


[Required solely to the extent the Financial
Covenant is required to be tested.]


 


See Attached.


 






    B-5


     


    

 


EXHIBIT C


 


FORM OF INTERCOMPANY NOTE


 


New York, New York


	Date:   	 	, 20[ ]


 


FOR VALUE RECEIVED,
each of the undersigned and each Additional Party (as defined below), to the extent a borrower from time to time from any other
entity listed on the signature page hereto (each, in such capacity, a “Intercompany Borrower”), hereby promises
to pay on demand to such other entity listed below (each, in such capacity, a “Intercompany Lender”), in lawful
money of the United States of America, or in such other lawful money as agreed to by such Intercompany Borrower and such Intercompany
Lender, in immediately available funds, at the appropriate office of a Intercompany Lender as such Intercompany Lender shall from
time to time designate, the unpaid principal amount of all loans and advances made by such Intercompany Lender to such Intercompany
Borrower. Each Intercompany Borrower promises also to pay interest on the unpaid principal amount of all such loans and advances
in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon
from time to time by such Intercompany Borrower and such Intercompany Lender.


 


This note (“Note”)
is an intercompany note referred to in Section 7.03(e) of the Credit and Guaranty Agreement dated as of December [__], 2018 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Latham
Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the
 “Borrower”), Latham Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon
consummation of the Acquisition, the “Borrower”), Latham International Manufacturing Corp., a Delaware corporation
(“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to
time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative
Agent and L/C Issuer, and is subject to the terms thereof. Capitalized terms used herein without definition have the same meanings
as in the Credit Agreement.


 


Anything in this Note
to the contrary notwithstanding, the indebtedness of Intercompany Borrowers that are Loan Parties that are owed to Intercompany
Lenders that are not Loan Parties and evidenced by this Note shall be subordinate and junior in right of payment, to the extent
and in the manner hereinafter set forth, to all Secured Obligations of such Intercompany Borrower until the Termination Date shall
have occurred; provided, that each such Intercompany Borrower that is a Loan Party may make payments to the applicable
Intercompany Lender that is not a Loan Party unless an Event of Default shall have occurred and be continuing and such Intercompany
Borrower shall have received notice from the Administrative Agent (provided, that no such notice shall be required to be given
in the case of any Event of Default arising under Section 8.01(f) of the Credit Agreement) (such Secured Obligations and other
indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest
thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an
allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”):


 






    C-1


     


    

 


(i) in the
event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings
in connection therewith, relative to any Intercompany Borrower or to its creditors, as such, or to its property, and in the event
of any proceedings for voluntary liquidation, dissolution or other winding up of such Intercompany Borrower, whether or not involving
insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing, (x) the Termination Date shall have occurred
before any Intercompany Lender that is not a Loan Party is entitled to receive (whether directly or indirectly), or make any demands
for, any payment on account of this Note and (y) until the Termination Date shall have occurred, any payment or distribution to
which such Intercompany Lender would otherwise be entitled (other than in the form of debt securities of such Intercompany Borrower
that are subordinated, to at least the same extent as this Note, to the payment of all Senior Indebtedness then outstanding (such
securities being hereinafter referred to as “Restructured Debt Securities”)) shall be made to the holders of
Senior Indebtedness;


 


(ii) if
any Event of Default has occurred and is continuing and after notice from the Administrative Agent (provided that no such notice
shall be required to be given in the case of any Event of Default arising under Section 8.01(f) of the Credit Agreement), then
unless otherwise agreed by the Administrative Agent with respect to any Senior Indebtedness, no payment or distribution of any
kind or character shall be made by or on behalf of any Intercompany Borrower that is a Loan Party or any other Person on its behalf
with respect to this Note owed to any Intercompany Lender that is not a Loan Party until (x) the Termination Date shall have occurred
or (y) such Event of Default shall have been cured or waived in accordance with the terms of the Credit Agreement; and


 


(iii) if
any payment or distribution of any character, whether in cash, securities or other property (other than in the form of Restructured
Debt Securities), in respect of this Note shall (despite these subordination provisions) be received by any Intercompany Lender
that is not a Loan Party in violation of clause (i) or (ii) above before the Termination Date shall have occurred, such payment
or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness
(or their representatives), ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary
to pay all Senior Indebtedness in full in cash.


 


To the fullest extent
permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination
of this Note by any act or failure to act on the part of any Intercompany Borrower or by any act or failure to act on the part
of such holder or any trustee or agent for such holder. Each Intercompany Lender and each Intercompany Borrower hereby agree that
the subordination of this Note is for the benefit of the Administrative Agent, each L/C Issuer and the Lenders, and the Administrative
Agent, each L/C Issuer and the Lenders are obligees under this Note to the same extent as if their names were written herein as
such and the Administrative Agent may, on behalf of itself, each L/C Issuer and the Lenders, as applicable, proceed to enforce
the subordination provisions herein.


 


Nothing contained
in the subordination provisions set forth above is intended to or will impair, as between each Intercompany Borrower and each
Intercompany Lender, the obligations of such Intercompany Borrower, which are absolute and unconditional, to pay to such Intercompany
Lender the principal of and interest on this Note as and when due and payable in accordance with its terms, or is intended to
or will affect the relative rights of such Intercompany Lender and other creditors of such Intercompany Borrower other than the
holders of Senior Indebtedness.


 






    C-2


     


    

 


Each Intercompany
Lender is hereby authorized to record all loans and advances made by it to any Intercompany Borrower (all of which shall be evidenced
by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima
facie evidence of the accuracy of the information contained therein.


 


Each Intercompany
Borrower hereby waives (to the extent permitted by applicable law) presentment, demand, protest or notice of any kind in connection
with this Note. All payments under this Note shall be made without offset, counterclaim or deduction of any kind.


 


This Note shall be
binding upon each Intercompany Borrower and its successors and assigns, and the terms and provisions of this Note shall inure
to the benefit of each Intercompany Lender and its successors and assigns, including subsequent holders hereof.


 


From time to time
after the date hereof, additional subsidiaries of Holdings may become parties hereto (as Intercompany Borrower and/or Intercompany
Lender, as the case may be) by executing a counterpart signature page to this Note (each additional subsidiary, an “Additional
Party”). Upon delivery of such counterpart signature page to the Intercompany Lenders, notice of which is hereby waived
by the other Intercompany Borrowers, and updating or supplementing Schedule A hereto by adding the name of each Additional Party,
each Additional Party shall be a Intercompany Borrower and/or a Intercompany Lender, as the case may be, and shall be as fully
a party hereto as if such Additional Party were an original signatory hereof. Each Intercompany Borrower expressly agrees that
its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Intercompany Borrower
or Intercompany Lender hereunder. This Note shall be fully effective as to any Intercompany Borrower or Intercompany Lender that
is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Intercompany
Borrower or Intercompany Lender hereunder.


 


Any subsidiary of
Holdings that is a party to this Note, which ceases to be a subsidiary of Holdings (the “Former Subsidiary”),
shall be automatically released from the rights and obligations under this Note, provided, that, at the time of such release,
any existing balances between the Former Subsidiary and the remaining parties hereto have been paid in full or settled.


 


THIS NOTE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


[Remainder of Page Intentionally Left Blank]


 






    C-3


     


    

 


	 	[_____________________],
	 	as Intercompany
    Borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[_____________________],
	 	as Intercompany
    Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 



 









    C-4


     


    

 


SCHEDULE A


  


	 	 	NAME
    OF PAYOR/PAYEE	JURISDICTION
    OF ORGANIZATION
	1.	[	]	[	]
	2.	[	]	[	]



   



    C-5


     


    

 


EXHIBIT D


 


FORM OF LOAN NOTICE


 


Date: ___________,
_____


 


To: Nomura Corporate Funding Americas, LLC, as Administrative
Agent


 


Ladies and Gentlemen:


 


Reference is made
to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented
or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein
as therein defined), among Latham Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation
of the Acquisition, the “Borrower”), Latham Pool Products, Inc., a Delaware corporation (“LPP”
and immediately upon consummation of the Acquisition, the “Borrower”), Latham International Manufacturing Corp.,
a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the
Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees),
as Administrative Agent and L/C Issuer.


 


The Borrower hereby requests (select one):


 


	[	] A Borrowing
    of Loans	 	[
    ] A conversion or continuation of Loans



 


	1.	On ____________________________________
    (a Business Day) (the “Borrowing
	 	Date”).	 	 
	 	 	 	 
	2.	In the
    amount of ________________________.1
	 	 
	3.	Comprised	of	.
	 	 	 	 





[Class, Tranche and Type of Loan requested or to
be converted]


 


	4.	For Eurodollar Rate Loans: with an Interest Period of __ months.




 


To be deposited in accordance with the following
wire transfer instructions:


 


Bank:_________________


 


ABA No.:_________________


 


Account No.:_________________


 


Account Name:_________________


  





 









1
Borrower to specify whether Loan to be advanced in Dollars or, in the case of Revolving Credit Loans or Letters of Credit, Canadian
dollars, or, in each case, any other currency approved in accordance with Section 1.12 of the Agreement.


   






    D-1


     


    

  


[The
Borrower represents and warrants that as of the Borrowing Date, the conditions specified in Section[s] 4.02(a) [and 4.02(b)]2
of the Agreement have been satisfied.]3


 


[The
Borrower represents and warrants that as of the Borrowing Date, the Specified Representations are true and correct in all material
respects [and that no Specified Event of Default has occurred or is continuing]4.]5


 


[Signature Page Follows]


 





 









2
Borrower may elect to test no default condition at the time of signing a Limited Condition
Transaction. 


 


3
Include for each Request for Credit Extension (other
than (i) a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans
and (ii) a Loan Notice requesting proceeds of an Incremental Facility to fund a Limited Condition Transaction pursuant to Section
2.16(e) of the Agreement).


 


4
Borrower may elect to test no default condition at the time of signing a Limited Condition
Transaction. 


 


5
Include for each Loan Notice requesting proceeds of an Incremental Facility to fund
a Limited Condition Transaction pursuant to Section 2.16(e) of the Agreement. 


  






    D-2


     


    

 


	 	LATHAM
    POOL PRODUCTS, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    D-3


     


    

   


EXHIBIT E-1


 


FORM OF REVOLVING
CREDIT NOTE


 


	$______________________	 	 



 


FOR VALUE RECEIVED,
the undersigned (the “Borrower”), hereby promises to pay to _____________________ or registered assigns (the
 “ Revolving Credit Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of $______ or such lesser amount as is outstanding from time to time, on the dates and in the amounts set forth
in that certain Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended,
supplemented or otherwise modified in writing from time to time, the “ Agreement”; the terms defined therein
being used herein as therein defined), among Latham Purchaser, Inc., a Delaware corporation (“Purchaser” and,
prior to the consummation of the Acquisition, the “Borrower”), Latham Pool Products, Inc., a Delaware corporation
(“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Latham International
Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time
party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more
sub-agents or designees), as Administrative Agent and L/C Issuer.


 


The Borrower promises
to pay interest on the aggregate unpaid principal amount of each Revolving Credit Loan made from time to time by the Revolving
Credit Lender to the Borrower under the Agreement from the date of such Revolving Credit Loan until such principal amount is paid
in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be
made to the Administrative Agent for the account of the Revolving Credit Lender in [Dollars] [insert applicable currency] and
in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed
at the per annum rate set forth in the Agreement.


 


This Revolving Credit
Note is one of the Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid
in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and during the continuation of one
or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Credit Note shall
become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by
the Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Revolving Credit Lender
in the ordinary course of business. The Revolving Credit Lender may also attach schedules to this Revolving Credit Note and endorse
thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto.


 


If any assignment
by the Revolving Credit Lender holding this Revolving Credit Note occurs after the date of issuance hereof, the Revolving Credit
Lender agrees that it shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender this
Revolving Credit Note to the Administrative Agent for cancellation.


 


THE ASSIGNMENT OF
THIS REVOLVING CREDIT NOTE AND ANY RIGHTS WITH RESPECT THERETO ARE SUBJECT TO THE PROVISIONS OF THE AGREEMENT, INCLUDING THE PROVISIONS
GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER.


 


The Borrower, for
itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Revolving Credit Note.


 






    E-1-1


     


    

  


THIS REVOLVING CREDIT
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


  


	 	[BORROWER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  









    E-1-2


     


    

 


	 	 	LOANS
    AND PAYMENTS WITH RESPECT THERETO	 	 
	 	 	 	 	 
	 	 	Type
    of	 	Amount
    of	 	 	 	Amount
    of	 	 	 	 
	 	 	Revolving	 	Revolving	 	 	 	Principal or	 	Outstanding	 	 
	 	 	Credit	 	Credit	 	End of	 	Interest	 	Principal	 	 
	 	 	Loan	 	Loan	 	Interest	 	Paid This	 	Balance This	 	Notation
	Date	 	Made	 	Made	 	Period	 	Date	 	Date	 	Made
    By


 






    E-1-3


     


    

  





EXHIBIT E-2


 


FORM OF TERM NOTE


 





	$______________________	 	 


 


FOR VALUE RECEIVED,
the undersigned (the “Borrower”), hereby promises to pay to_____________________ or its registered assigns
(the “Term Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal
amount of $______ or such lesser amount as is outstanding from time to time, on the dates and in the amounts set forth in that
certain Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented
or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein
as therein defined), among Latham Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation
of the Acquisition, the “Borrower”), Latham Pool Products, Inc., a Delaware corporation (“LPP”
and immediately upon consummation of the Acquisition, the “Borrower”), Latham International Manufacturing Corp.,
a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the
Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees),
as Administrative Agent and L/C Issuer.


 


The Borrower promises
to pay interest on the aggregate unpaid principal amount of each Term Loan made by the Term Lender to the Borrower under the Agreement
from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided
in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Term
Lender in Dollars in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall
bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after
judgment) computed at the per annum rate set forth in the Agreement.


 


This Term Note is
one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part
subject to the terms and conditions provided therein. Upon the occurrence and during the continuation of one or more of the Events
of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to
be, immediately due and payable all as provided in the Agreement. Term Loans made by the Term Lender shall be evidenced by one
or more loan accounts or records maintained by the Term Lender in the ordinary course of business. The Term Lender may also attach
schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto.


 


If any assignment
by the Term Lender holding this Term Note occurs after the date of issuance hereof, the Term Lender agrees that it shall, upon
the effectiveness of such assignment or as promptly thereafter as practicable, surrender this Term Note to the Administrative
Agent for cancellation.


 


THE ASSIGNMENT OF
THIS TERM NOTE AND ANY RIGHTS WITH RESPECT THERETO ARE SUBJECT TO THE PROVISIONS OF THE AGREEMENT, INCLUDING THE PROVISIONS GOVERNING
THE REGISTER AND THE PARTICIPANT REGISTER.


 






    E-2-1


     


    

 





The Borrower, for itself and its successors
and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment
of this Term Note.


 


THIS TERM NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


  


	 	[BORROWER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    E-2-2


     


    

 


	 	 	TERM
    LOANS AND PAYMENTS WITH RESPECT THERETO	 	 
	 	 	 	 	 
	 	 	 	 	Amount
    of	 	 	 	Amount
    of	 	Outstanding	 	 
	 	 	Type of	 	Term	 	End of	 	Principal or	 	 Principal	 	 
	 	 	Term Loan	 	Loan	 	Interest	 	Interest Paid	 	Balance	 	Notation
	Date	 	Made	 	Made	 	Period	 	This
    Date	 	This
    Date	 	Made
    By


 






    E-2-3


     


    

 





EXHIBIT F


 


SECURITY AGREEMENT


 


[attached]


 






    F-1


     


    

 


Execution Version


 


SECURITY AGREEMENT


 


THIS SECURITY AGREEMENT
(as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security
Agreement”) is entered into as of December 18, 2018 by and among LATHAM PURCHASER, INC., a Delaware corporation (“Purchaser”
and, prior to the consummation of the Acquisition, the “Borrower”), LATHAM POOL PRODUCTS, INC., a Delaware
corporation (“LPP” and, immediately upon consummation of the Acquisition, the “Borrower”),
LATHAM INTERNATIONAL MANUFACTURING CORP., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (as
defined below) from time to time party hereto (all of the foregoing, collectively, the “Grantors”) and NOMURA
CORPORATE FUNDING AMERICAS, LLC (“Nomura”) as administrative agent and collateral agent for the Secured Parties
(as defined below) (together with one or more sub-agents or designees, in such capacity, the “Administrative Agent”).


 


PRELIMINARY STATEMENT


 


A. Reference is hereby
made to that certain Credit and Guaranty Agreement dated as of December 18, 2018 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Purchaser, LPP, Holdings,
the lenders from time to time party thereto (collectively, the “Lenders” and each a “Lender”),
Nomura, as Administrative Agent and L/C Issuer and the other L/C Issuers party thereto.


 


B. The Grantors are
entering into this Security Agreement in order to induce the Lenders to enter into and extend credit to the Borrower under the
Credit Agreement and to secure the Secured Obligations (as defined below).


 


ACCORDINGLY, the parties hereto agree as follows:


 


ARTICLE 1


Definitions


 


Section 1.01. Terms
Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings assigned
to such terms in the Credit Agreement.


 


Section 1.02. Terms
Defined in UCC. Terms defined in the UCC that are not otherwise defined in this Security Agreement or the Credit Agreement
are used herein as defined in Articles 8 or 9 of the UCC, as the context may require (including without limitation, as if such
terms were capitalized in Article 8 or 9 of the UCC, as the context may require, the following terms: “Account,”
 “Chattel Paper,” “Clearing Corporation,” “Commercial Tort Claim,” “Commodities
Account,” “Deposit Account,” “Document,” “Electronic Chattel Paper,”
 “Equipment,” “Fixture,” “General Intangible,” “Goods,”
 “Instruments,” “Inventory,” “Investment Property,” “Letter-of-Credit
Right,” “Securities Account,” “Securities Entitlement,” “Security,”
 “Supporting Obligation” and “Tangible Chattel Paper”).


 


Section 1.03. Definitions
of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the preamble and Preliminary
Statement above and Sections 1.01 and 1.02, the following terms shall have the following meanings:


 


“Administrative Agent” has the
meaning set forth in the preamble.


 


“After-Acquired Intellectual Property”
has the meaning set forth in Section 4.03(c).


 









    2


     


    

 


“Article”
means a numbered article of this Security Agreement, unless another document is specifically referenced.


 


“Borrower” has the meaning specified
in the preamble.


 


“Collateral” has the meaning set
forth in Section 2.01(a).


 


“Contract
Rights” means all rights of any Grantor under any Contract, including, without limitation, (i) any and all rights to
receive and demand payments under such Contract, (ii) any and all rights to receive and compel performance under such Contract
and (iii) any and all other rights, interests and claims now existing or in the future arising in connection with such Contract.


 


“Contracts”
means all contracts between any Grantor and one or more additional parties (including, without limitation, any Hedge Agreement,
licensing agreement and any partnership agreement, joint venture agreement and/or limited liability company agreement).


 


“Control”
has the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.


 


“Copyright”
means the following: (i) all United States copyrights, rights and interests in copyrights, works protectable by copyright whether
published or unpublished, copyright registrations and copyright applications, (ii) all renewals of any of the foregoing, (iii)
all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without
limitation, damages or payments for past or future infringements for any of the foregoing, (iv) the right to sue for past present
and future infringement of any of the foregoing and (v) all rights corresponding to any of the foregoing.


 


“Credit Agreement” has the meaning
set forth in the Preliminary Statement.


 


“Domain Names”
means all Internet domain names and associated URL addresses in or to which any Grantor now or hereafter has any right, title
or interest.


 


“Exclusive
Copyright License” means any License granting to any Grantor an exclusive right to use, copy, reproduce, distribute,
prepare derivative works, display or publish any materials on which a United States Copyright registered with the United States
Copyright Office is in existence or may come into existence.


 


“Exhibit”
refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.


 


“First Priority”
means, with respect to any Lien purported to be created in any Collateral pursuant to this Security Agreement, that such Lien
is senior in priority to any other Lien to which such Collateral is subject, other than any Permitted Lien.


 


“Grantors” has the meaning set
forth in the preamble.


 


“Holdings” has the meaning set
forth in the preamble.


 


“Intellectual Property Collateral”
means, collectively, all Copyrights, Patents, Trademarks, Trade Secrets, Domain Names, Licenses and Software.


 












    3


     


    

 


“Intellectual
Property Filing” means (i) with respect to any Patent or Trademark, the filing of the Intellectual Property Security
Agreement with the United States Patent and Trademark Office, together with an appropriately completed recordation form and (ii)
with respect to any Copyright or Exclusive Copyright License, the filing of the Intellectual Property Security Agreement with
the United States Copyright Office, together with any appropriately completed recordation form, in each case sufficient to record
the Lien granted to the Administrative Agent in such Intellectual Property.


 


“Legal Reservations” has the meaning
assigned to such term in the Credit Agreement.


 


“Licenses”
means, with respect to any Grantor, all of such Grantor’s right, title, and interest in and to (i) any and all licensing
agreements or similar arrangements, whether as licensor or licensee, in (1) Patents, (2) Copyrights, (3) Trademarks, (4) Trade
Secrets or (5) Software, (ii) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with
respect thereto, including, without limitation, damages and payments for past and future breaches thereof and (iii) all rights
to sue for past, present, and future breaches thereof.


 


“Money” has the meaning set forth
in Article 1 of the UCC.


 


“Patent”
means the following: (i) any and all United States patents and patent applications; (ii) all inventions described and claimed
therein, (iii) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof, (iv) all income,
royalties, damages, claims and payments now or hereafter due or payable under and with respect thereto, including, without limitation,
damages and payments for past and future infringements thereof, (v) all rights to sue for past, present and future infringements
thereof, and (vi) all rights corresponding to any of the foregoing.


 


“Perfection
Certificate” means the Perfection Certificate delivered pursuant to Section 4.01(a)(xi) or Section 6.13(b)(ii) of the
Credit Agreement, in each case, substantially in the form of Exhibit B.


 


“Permits”
shall mean, all licenses, permits, rights, orders, variances, franchises or authorizations of or from any Governmental Authority
or agency.


 


“Permitted
Liens” means any Liens on the Collateral permitted to be created or assumed or to exist pursuant to Section 7.01 of
the Credit Agreement.


 


“Pledged
Collateral” means all Pledged Debt and Pledged Equity, including all stock certificates, options or rights of any nature
whatsoever in respect of the Pledged Equity that may be issued or granted to, or held by, any Grantor while this Security Agreement
is in effect, all Instruments, Securities and other Investment Property owned by any Grantor, whether or not physically delivered
to the Administrative Agent pursuant to this Security Agreement, whether now owned or hereafter acquired by such Grantor and any
and all Proceeds thereof; provided, “Pledged Collateral” shall not include any Excluded Assets.


 


“Pledged
Debt” means all of the indebtedness evidenced by promissory notes or other Instruments from time to time owed to any
Grantor and listed opposite the name of such Grantor on Schedule 1, together with any other indebtedness evidenced by promissory
notes or other instruments owed in the future to any Grantor and the promissory notes constituting Collateral pursuant to the
terms hereof; provided, “Pledged Debt” shall not include any Excluded Assets.


 












    4


     


    

 


“ Pledged
Equity” means, with respect to any Grantor, the Equity Interests described in Schedule 2 as held by such Grantor, together
with any other Equity Interests constituting Collateral pursuant to the terms hereof; provided, “Pledged Equity”
shall not include any Excluded Assets.


 


“Proceeds”
has the meaning assigned in Article 9 of the UCC and, in any event, shall also include but not be limited to (i) any and all proceeds
of any insurance, indemnity, warranty or guaranty payable to the Administrative Agent or any Grantor from time to time with respect
to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to any Grantor from time
to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral
by any Governmental Authority (or any Person acting under color of governmental authority), (iii) any and all Stock Rights and
(iv) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.


 


“Receivables”
means any Account, Chattel Paper, Document, Investment Property, Instrument and/or any General Intangible, in each case, that
is a right or claim to receive money (whether or not earned by performance).


 


“Section”
means a numbered section of this Security Agreement, unless another document is specifically referenced.


 


“Secured
Obligations” means the Obligations, the Secured Hedging Obligations (other than Excluded Swap Obligations) and the Cash
Management Obligations; provided, that Secured Hedging Obligations and Cash Management Obligations shall cease to constitute
Secured Obligations on and after the Termination Date.


 


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


 


“ Security
Agreement Supplement” means a Security Agreement Supplement, substantially in the form of Exhibit A, signed and delivered
to the Administrative Agent for the purpose of adding a Subsidiary as a party hereto pursuant to Section 7.10 and/or adding additional
property to the Collateral.


 


“Software”
means computer programs, source code, object code and supporting documentation including “software” as such term is
defined in Article 9 of the UCC, as well as computer programs that may be construed as included in the definition of Goods.


 


“Stock Rights”
means all dividends, instruments or other distributions and any other right or property which any Grantor shall receive or shall
become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest
constituting Collateral, any right to receive any Equity Interest constituting Collateral and any right to receive earnings, in
which such Grantor now has or hereafter acquires any right, issued by an issuer of such Equity Interest.


 


“ Trademark”
means, the following: (i) all United States trademarks (including service marks), common law marks, trade names, trade dress,
and logos, slogans and other indicia of origin under the Laws of any jurisdiction in the world, and the registrations and applications
for registration thereof and the goodwill of the business symbolized by the foregoing, (ii) all renewals of the foregoing, (iii)
all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation,
damages, claims, and payments for past and future infringements thereof, (iv) all rights to sue for past, present and future infringements
of the foregoing, including the right to settle suits involving claims and demands for royalties owing, and (v) all rights corresponding
to any of the foregoing.


 












    5


     


    

 


“Trade Secrets”
means, with respect to any Grantor, all of such Grantor’s right, title and interest in and to the following: (i) confidential
and proprietary information, including unpatented inventions, invention disclosures, engineering or other data, information, production
procedures, know-how, financial data, customer lists, supplier lists, business and marketing plans, processes, schematics, algorithms,
techniques, analyses, proposals, source code, data, databases and data collections; (ii) all income, royalties, damages, and payments
now or hereafter due or payable with respect thereto, including, without limitation, damages, claims and payments for past and
future misappropriations or infringements thereof; (iii) all rights to sue for past, present and future infringements of the foregoing,
including the right to settle suits involving claims and demands for royalties owing; and (iv) all rights corresponding to any
of the foregoing.


 


“Subsidiary
Guarantors” means (a) the Subsidiaries party hereto on the Closing Date and (b) each Subsidiary that becomes a party
to this Security Agreement after the date hereof in accordance with Section 7.10 hereof and Section 6.13 of the Credit Agreement.


 


The foregoing definitions
shall be equally applicable to both the singular and plural forms of the defined terms.


 


ARTICLE 2


Grant
Of SEcurity INterest


 


Section 2.01. Grant of Security Interest.


 


(a)        As
security for the prompt and complete payment or performance, as the case may be, in full of the Secured Obligations, each Grantor
hereby pledges, collaterally assigns, mortgages, transfers and grants to the Administrative Agent, its successors and permitted
assigns, on behalf of and for the ratable benefit of the Secured Parties, a continuing security interest in all of its right,
title and interest in, all of the following personal property and other assets, whether now owned by or owing to, or hereafter
acquired by or arising in favor of such Grantor, and regardless of where located (all of which are collectively referred to as
the “Collateral”):


 


		(i)	all
                                         Accounts;



 


		(ii)	all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic
    Chattel Paper);




 


		(iii)	all
                                         Documents;



 


		(iv)	all
                                         Equipment;



 


		(v)	all
                                         Fixtures;



 


		(vi)	all
                                         General Intangibles;



 


		(vii)	all
                                         Goods;



 


		(viii)	all
                                         Instruments;



 


		(ix)	all
                                         Intellectual Property Collateral;



 









    6


     


    

 


	 	(x)	all Inventory; including goods that are returned, repossessed, stopped in transit or which
    are otherwise owned by any Grantor;




 


		(xi)	all
                                         Investment Property, Pledged Equity and other Pledged Collateral;



 


		(xii)	all
                                         Money, cash and cash equivalents;



 


		(xiii)	all
                                         letters of credit and Letter-of-Credit Rights;



 


	 	(xiv)	all Deposit Accounts, Securities Accounts, Commodities Accounts and all other demand, deposit,
    time, savings, cash management, passbook and similar accounts maintained by such Grantor with any bank or other financial
    institution and all monies, securities, Instruments and other investments deposited or required to be deposited in any of
    the foregoing;




 


		(xv)	all
                                         Securities Entitlements in any or all of the foregoing;



 


	 	(xvi) 	all Commercial Tort Claims described on Schedule 3 (including any supplements to such Schedule
    3 delivered pursuant to Section 7.10);




 


		(xvii)	all
                                         Permits;



 


		(xviii)	all
                                         recorded data of any kind or nature, regardless of the medium of recording;



 


		(xix)	all
                                         Contracts, together with all Contract Rights arising thereunder;



 


		(xx)	all
                                         other personal property not otherwise described in clauses (i) through (xix) above;









 


		(xxi)	all
                                         Supporting Obligations; and



 


		(xxii)	all
                                         accessions to, substitutions and replacements for and Proceeds and products of the foregoing,
                                         together with all books and records, customer lists, credit files, computer files, programs,
                                         printouts and other computer materials and records related thereto and any General Intangibles
                                         at any time evidencing or relating to any of the foregoing and all collateral security
                                         and guarantees given by any Person with respect to any of the foregoing.



 


(b)        Notwithstanding
the foregoing, the term “Collateral” (and any component definition thereof) shall not include any Excluded Asset and
the provisions of this Security Agreement shall be subject to the limitations set forth in Section 6.13 of the Credit Agreement.
Notwithstanding anything to the contrary contained herein, immediately upon the ineffectiveness, lapse or termination of any restriction
or condition set forth in the definition of “Excluded Assets” in the Credit Agreement, the Collateral shall include,
and each relevant Grantor shall be deemed to have automatically granted a security interest in, all relevant previously restricted
or conditioned rights, interests or other assets, as the case may be, as if such restriction or condition had never been in effect.


 









    7


     


    

 


ARTICLE 3


Representations
And WArranties


 


The Grantors, jointly
and severally, represent and warrant to the Administrative Agent as of the date hereof, and as and when required under the Credit
Agreement, for the benefit of the Secured Parties, that:


 













Section 3.01. Title,
Perfection and Priority; Filing Collateral. Each Grantor is the legal and beneficial owner of the Collateral of such Grantor,
free and clear of any Lien except for (i) minor defects in title that do not materially interfere with its ability to conduct
its business and (ii) Permitted Liens. Subject to the Legal Reservations, this Security Agreement is effective to create a legal,
valid and enforceable Lien on and security interest in the Collateral in favor of the Administrative Agent for the benefit of
the Secured Parties and the Administrative Agent will have a fully perfected First Priority Lien on such Collateral to the extent
required hereby.


 


Section 3.02. Intellectual Property.


 


(a)        Upon
filing of appropriate financing statements with the Secretary of State (or equivalent office) of the state of organization of
such Grantor and the filing of the Intellectual Property Security Agreement with the United States Copyright Office or the United
States Patent and Trademark Office, as applicable, the Administrative Agent shall have a fully perfected First Priority Lien on
the Collateral constituting United States issued, registered or applied for Patents, Trademarks, Copyrights and Exclusive Copyright
Licenses under the UCC and the Laws of the United States for the ratable benefit of the Secured Parties, and such perfected security
interests shall be enforceable as such as against any and all creditors of and purchasers from the Grantors, subject to the Legal
Reservations.


 


(b)        To
the knowledge of the Borrower, the conduct of each Grantor does not infringe upon any intellectual property rights or other rights
of any third person, except for such infringement, either individually or in the aggregate, which could not reasonably be expected
to have a Material Adverse Effect.


 


Section 3.03. Pledged
Collateral. (i) All Pledged Equity has been duly authorized and validly issued (to the extent such concepts are relevant with
respect to such Pledged Equity) by the issuer thereof and is fully paid and non-assessable, (ii) each Grantor is the direct owner,
beneficially and of record, of the Pledged Equity described in Schedule 3 as held by such Grantor and (iii) each Grantor holds
the Pledged Equity described in Schedule 3 as held by such Grantor free and clear of all Liens (other than Permitted Liens). None
of such Pledged Equity is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions
or contractual restrictions of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse
to the Secured Parties the pledge of such Pledged Equity hereunder, the sale or disposition thereof pursuant hereto or the exercise
by the Administrative Agent of rights and remedies hereunder. When each Grantor delivers the Pledged Collateral owned by it to
the Administrative Agent, (i) the Lien on such Pledged Collateral will be perfected, subject to no prior Liens or rights of others,
(ii) the Administrative Agent will have control of such Pledged Collateral and (iii) the Administrative Agent will be a protected
purchaser (within the meaning of UCC Section 8-303) thereof. All certificated Pledged Collateral has been or will be delivered
to the Administrative Agent in accordance herewith.


 


Section 3.04. Perfection
Certificate. The Perfection Certificate has been duly prepared, completed and executed and the certifications set forth therein
are true and correct in all material respects as of the date thereof.


 


Section 3.05. Recourse.
Except as otherwise limited herein or in any other Loan Document, this Security Agreement is made with full recourse to each Grantor
and pursuant to and upon all the warranties, representations, covenants and agreements on the part of such Grantor contained herein,
in the Loan Documents and otherwise in writing in connection herewith and therewith.


 












    8


     


    

 


ARTICLE 4


Covenants


 


From the date hereof, and thereafter until the
Termination Date:


 


Section 4.01. General.


 


(a)       Authorization
to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Administrative Agent to file (A) all financing
statements and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as
secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States
Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for
the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Administrative Agent in United States issued,
registered and applied for Patents, Trademarks, Copyrights and Exclusive Copyright Licenses and naming such Grantor as debtor
and the Administrative Agent as secured party and (ii) subject to the terms of the Loan Documents, agrees to take such other actions,
in each case as may from time to time be necessary or otherwise reasonably requested by the Administrative Agent (and authorizes
the Administrative Agent to take any such other actions, which it has no obligation to take) in order to establish and maintain
a First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the
case of Pledged Collateral, to Section 4.02, Control of, the Collateral. Each Grantor (or the Borrower, in place of any Grantor)
shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section
11.04 of the Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in any filing office in
any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor or words of similar
effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC
of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security
Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office
acceptance of any financing statement or amendment, including in each case to the extent applicable, whether the applicable Grantor
is an organization and the type of organization. Each Grantor agrees to furnish any such information to the Administrative Agent
promptly upon request.


 


(b)       Further
Assurances. Each Grantor agrees, at its own expense (or the expense of the Borrower), to take any and all actions reasonably
necessary to defend title to the Collateral against all Persons (other than Persons holding Permitted Liens on such Collateral
that have priority over the Administrative Agent’s Lien) and to defend the security interest of the Administrative Agent
in the Collateral and the priority thereof against any Lien that is not a Permitted Lien.


 


Section 4.02. Pledged Collateral.


 


(a)       
Delivery of Certificated Securities, Tangible Chattel Paper and Instruments. Subject to Section 4.01 of the Credit
Agreement, each Grantor will, (i) on the Closing Date, deliver to the Administrative Agent for the benefit of the Secured Parties,
the originals of all certificated Pledged Collateral, which in the case of Tangible Chattel Paper and Instruments has a face amount
in excess of $3,000,000, in each case owned by such Grantor as of the Closing Date, accompanied by undated instruments of transfer
or assignment duly executed in blank, (ii) after the Closing Date, hold in trust for the Administrative Agent upon receipt and,
on or before the date that is 60 days after the end of the fiscal quarter in which the event giving rise to the obligations under
this Section 4.02(a) occurs (or such longer period as the Administrative Agent may reasonably agree), deliver to the Administrative
Agent for the benefit of the Secured Parties any certificated Pledged Collateral, which in the case of Tangible Chattel Paper
and Instruments has an outstanding balance in excess of $3,000,000, in each case constituting Collateral received after the date
hereof, accompanied by undated instruments of transfer or assignment duly executed in blank and (iii) at any time when an Event
of Default then exists and upon the Administrative Agent’s request, deliver to the Administrative Agent, and prior to such
delivery, hold in trust for the Administrative Agent upon receipt, any other Document evidencing or constituting such Collateral.


 









    9


     


    




 


(b)        Uncertificated
Securities and Pledged Collateral. With respect to any partnership interest or limited liability company interest owned by
any Grantor which is required to be pledged to the Administrative Agent pursuant to the terms hereof (other than a partnership
interest or limited liability company interest held by a Clearing Corporation, Securities Intermediary or other financial intermediary
of any kind) which is not represented by a certificate and which is not a Security for purposes of the UCC, such Grantor shall
not permit any issuer of such partnership interest or limited liability company interest to (i) enter into any agreement with
any Person, other than the Administrative Agent or any holder of a Permitted Lien, whereby such issuer effectively delivers Control
of such partnership interest or limited liability company interest (as applicable) to such Person, or (ii) allow such partnership
interest or limited liability company interest (as applicable) to become a Security unless such Grantor complies with the procedures
set forth in Section 4.02(a) within the time period prescribed therein. Each Grantor which is an issuer of any uncertificated
Pledged Collateral described in this Section 4.02(b) hereby agrees to comply with all instructions from the Administrative Agent
without such Grantor’s further consent, in each case subject to the notice requirements set forth in Section 5.01(a)(iv).


 


(c)        
Registration in Nominee Name; Denominations. The Administrative Agent, on behalf of the Secured Parties, shall hold certificated
Securities constituting Pledged Collateral required to be delivered to the Administrative Agent under clause (a) above in the
name of the applicable Grantor, endorsed or assigned in blank or in favor of the Administrative Agent, but at any time when an
Event of Default exists and upon at least three Business Days’ notice to the Borrower, the Administrative Agent shall have
the right (in its sole and absolute discretion) to hold the Pledged Equity in its own name as pledgee, or in the name of its nominee
(as pledgee or as sub-agent) and such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as
the registered owner of such Pledged Equity or (ii) to agree in an authenticated record with such Grantor and the Administrative
Agent that such issuer will comply with instructions with respect to such Pledged Equity originated by the Administrative Agent
without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the
Administrative Agent. At any time when an Event of Default exists, the Administrative Agent shall have the right to exchange the
certificates representing Pledged Equity for certificates of smaller or larger denominations for any purpose consistent with this
Security Agreement.


 


(d)       Exercise
of Rights in Pledged Collateral. It is agreed that:


 


(i)  without
in any way limiting the foregoing and subject to clause (ii) below, each Grantor shall have the right to exercise all voting rights
or other rights relating to the Pledged Equity for any purpose that does not violate this Security Agreement, the Credit Agreement
or any other Loan Document;


 


(ii) each
Grantor will permit the Administrative Agent or its nominee at any time when an Event of Default exists to exercise the rights
and remedies provided under Section 5.01(a)(iv) (subject to the notice requirements set forth therein); and


 


(iii) subject
to Section 5.01(a)(iv), each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other
distributions paid on or distributed in respect of the Pledged Equity; provided that any non-cash dividends or other distributions
that would constitute Pledged Equity, whether resulting from a subdivision, combination or reclassification of the outstanding
Equity Interest of the issuer of any Pledged Equity or received in exchange for Pledged Equity or any part thereof, or in redemption
thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party
or otherwise, shall, to the extent constituting Collateral, be and become part of the Pledged Equity, and, if received by any
Grantor, shall be delivered to the Administrative Agent as and to the extent required by clause (a) above.


 


(e)        Return
of Pledged Collateral. So long as no Event of Default then exists, the Administrative Agent shall promptly deliver to the
applicable Grantor (without recourse and without any representation or warranty) any Pledged Collateral in its possession if requested
to be delivered to the issuer or holder thereof in connection with any action or transaction (requiring delivery or possession
of such Pledged Collateral) that is permitted or not restricted by the Credit Agreement in accordance with Section 9.10 of the
Credit Agreement.


 






    10


     


    

 


Section 4.03. Intellectual Property.


 


(a)        At
any time when an Event of Default exists and upon the written request of the Administrative Agent, each Grantor will (i) use its
commercially reasonable efforts to obtain all consents and approvals necessary or appropriate for the assignment to or for the
benefit of the Administrative Agent of any License held by such Grantor in the United States to enable the Administrative Agent
to enforce the security interests granted hereunder and (ii) to the extent required pursuant to any material License in the United
States under which such Grantor is the licensee, deliver to the licensor thereunder any notice of the grant of security interest
hereunder or such other notices required to be delivered thereunder in order to permit the security interest created or permitted
to be created hereunder pursuant to the terms of such License.


 


(b)        Each
Grantor shall notify the Administrative Agent promptly if it knows or reasonably expects that any application for or registration
of any Patent, Trademark, Domain Name, or Copyright (now or hereafter existing) may become abandoned or dedicated to the public,
or of any determination or development (including the institution of, or any such determination or development in, any proceeding
in the United States Patent and Trademark Office, the United States Copyright Office or any court) abandoning such Grantor’s
ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same, except,
in each case, to the extent the same is permitted or not restricted by the Credit Agreement or where the same, individually or
in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


(c)       
In the event that any Grantor files an application for the registration of any Patent, Trademark, Copyright or Exclusive Copyright
License constituting Collateral with the United States Patent and Trademark Office or the United States Copyright Office, or acquires
any such application or registration by purchase or assignment, in each case, after the Closing Date (and other than as a result
of an application that is then included in the schedules to an Intellectual Property Security Agreement becoming registered) (collectively,
 “ After-Acquired Intellectual Property”), it shall, before or concurrently with the delivery of each Compliance
Certificate pursuant to Section 6.02(a) of the Credit Agreement (or such longer period as the Administrative Agent may reasonably
agree), notify the Administrative Agent in writing thereof and execute and deliver to the Administrative Agent, at such Grantor’s
sole cost and expense, any Intellectual Property Security Agreement, or other instrument necessary to evidence the Administrative
Agent’s security interest in such registered Patent, Trademark, Copyright or Exclusive Copyright License (or application
therefor), and the General Intangibles of such Grantor relating thereto or represented thereby.


 









    11


     


    

 


(d)       
Each Grantor shall (and shall use commercially reasonable efforts to cause all its licensees to) take all actions necessary or
reasonably requested by the Administrative Agent to (i) maintain and pursue each application and to obtain and maintain the registration
of each Patent, Trademark, Domain Name and Copyright included in the Collateral (now or hereafter existing), including by filing
applications for renewal, affidavits of use, affidavits of noncontestability and, if consistent with good business judgment, by
initiating opposition and interference and cancellation proceedings against third parties, (ii) maintain and protect the secrecy
or confidentiality of its Trade Secrets and (iii) otherwise protect and preserve such Grantor’s rights in, and the validity
or enforceability of, its Intellectual Property Collateral, in each case except where failure to do so (A) could not reasonably
be expected to result in a Material Adverse Effect or (B) is otherwise permitted under the Credit Agreement.


 


(e)        Each
Grantor shall (i) promptly notify the Administrative Agent of any infringement, misappropriation or dilution of such Grantor’s
Patents, Trademarks, Copyrights, Domain Names or Trade Secrets of which it becomes aware and (ii) take such actions as are reasonable
and appropriate under the circumstances to protect such Patent, Trademark, Copyright, Domain Name or Trade Secret (including,
if such Grantor deems it necessary in its reasonable business judgment, promptly sue for infringement, misappropriation or dilution
of such Patents, Trademarks, Copyrights, Domain Names or Trade Secrets and to recover any and all damages for such infringement,
misappropriation or dilution), in each case, except where such infringement, misappropriation or dilution could not reasonably
be expected to cause a Material Adverse Effect.


 


Section 4.04. Commercial
Tort Claims. After the Closing Date, on or before the date that is 60 days after the end of the fiscal quarter in which the
event giving rise to the obligations under this Section 4.04 occurs (or such longer period as the Administrative Agent may reasonably
agree), each relevant Grantor shall notify the Administrative Agent of any Commercial Tort Claim with an individual value (as
reasonably estimated by the Borrower) in excess of $3,000,000 acquired by it, together with an update to Schedule 3 containing
a summary description thereof, and such Commercial Tort Claim (and the Proceeds thereof) shall automatically constitute Collateral,
all upon the terms of this Security Agreement.


 


Section 4.05. Insurance.
Except to the extent otherwise permitted to be retained by any Grantor or applied by any Grantor pursuant to the terms of the
Loan Documents, the Administrative Agent shall, at the time any proceeds of any insurance are distributed to the Secured Parties,
apply such proceeds in accordance with Section 5.04.


 


Section 4.06. Grantors Remain Liable.


 


(a)       
Each Grantor (rather than the Administrative Agent or any Secured Party) shall remain liable (as between itself and any relevant
counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under any Contract
or other agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof. Neither
the Administrative Agent nor any other Secured Party shall have any obligation or liability under any Contract by reason of or
arising out of this Security Agreement or the receipt by the Administrative Agent or any other Secured Party of any payment relating
to such Contract pursuant hereto, nor shall the Administrative Agent or any other Secured Party be obligated in any manner to
perform any of the obligations of any Grantor under or pursuant to any Contract, to make any payment, to make any inquiry as to
the nature or sufficiency of any performance or to collect the payment of any amounts which may have been assigned to them or
to which they may be entitled at any time or times.


 


(b)       
Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such
Grantor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may
be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Grantor.


 


(c)       
Notwithstanding anything herein to the contrary, each Grantor (rather than the Administrative Agent or any Secured Party) shall
remain liable under each of the Accounts to observe and perform all of the conditions and obligations to be observed and performed
by it thereunder, all in accordance with the terms of any agreement giving rise to such Accounts. Neither the Administrative Agent
nor any other Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by
reason of or arising out of this Security Agreement or the receipt by the Administrative Agent or any other Secured Party of any
payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any other Secured Party be obligated in
any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto),
to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by them or as to the sufficiency
of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take
any action to enforce any performance or to collect the payment of any amounts which may have been assigned to them or to which
they may be entitled at any time or times.


 


Section 4.07. Change
of Name, etc.; Collateral Verification. Each Grantor will provide prompt (and, in any event, within the earlier of (i) 60
days of the relevant change and (ii) 15 days prior to the date on which the perfection of the liens under the Collateral Documents
would lapse, in whole or in part, by reason of such change) notice of any change (i) to the legal name or type of organization
of such Grantor or (ii) in the jurisdiction of organization of such Grantor, in each case, to the extent such information is necessary
to enable the Administrative Agent to perfect or maintain the perfection and priority of its security interest in the Collateral
of the relevant Grantor.


 






    12


     


    

 


ARTICLE 5


Remedies


 


Section 5.01. Remedies.


 


(a)        Each
Grantor agrees that, at any time when an Event of Default exists, the Administrative Agent may exercise any or all of the following
rights and remedies (in addition to the rights and remedies existing under applicable Laws):


 


(i) the
rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document; provided that
this Section 5.01(a) shall not limit any rights available to the Administrative Agent prior to an Event of Default;


 


(ii) the
rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or
under any other applicable Laws (including, without limitation, any law governing the exercise of a bank’s right of setoff
or bankers’ Lien) when a debtor is in default under a security agreement;


 


(iii) without
notice (except as specifically provided in Section 7.01 or elsewhere herein), demand or advertisement of any kind to any Grantor
or any other Person, personally, or by agents or attorneys, enter the premises of any Grantor where any Collateral is located
(through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant
an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one
or more parcels at one or more public or private sales (which sales may be adjourned or continued from time to time with or without
notice and may take place at such Grantor’s premises or elsewhere), for cash, on credit or for future delivery without assumption
of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable;


 


(iv) upon
at least three Business Days’ written notice to the Borrower, transfer and register in its name or in the name of its nominee
the whole or any part of the Pledged Collateral, to exercise the voting and all other rights as a holder with respect thereto
(whereupon the voting and other rights of such Grantor described in Section 4.02(d)(i) above shall immediately cease such that
the Administrative Agent shall have the sole right to exercise such voting and other rights while the relevant Event of Default
exists), to collect and receive all cash dividends, interest, principal and other distributions made thereon (it being understood
that all Stock Rights received by any Grantor while the relevant Event of Default exists shall be received in trust for the benefit
of the Administrative Agent and forthwith paid over to the Administrative Agent in the same form as so received (with any necessary
endorsements)) and to otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the outright
owner thereof; and


 


(v) to take
possession of the Collateral or any part thereof, by directing such Grantor in writing to deliver the same to the Administrative
Agent at any reasonable place or places designated by the Administrative Agent, in which event such Grantor shall at its own expense:


 


(1)                forthwith
cause the same to be moved to the place or places so designated by the Administrative Agent and there delivered to the Administrative
Agent;


 


(2)               
store and keep any Collateral so delivered to the Administrative Agent at such place or places pending further action by
the Administrative Agent; and


 


(3)               
while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably
necessary to protect the same and to


preserve and maintain it in good condition.


 


(b)        Each
Grantor acknowledges and agrees that compliance by the Administrative Agent, on behalf of the Secured Parties, with any applicable
state or federal Laws in connection with a disposition of the Collateral will not be considered to adversely affect the commercial
reasonableness of any sale of the Collateral.


 


(c)       
The Administrative Agent shall have the right in any public sale and, to the extent permitted by applicable Laws, in any private
sale, to purchase for the benefit of the Administrative Agent and the Secured Parties, all or any part of the Collateral so sold,
free of any right of equity redemption, which equity redemption each Grantor hereby expressly releases.


 


(d)        Until
the Administrative Agent is able to effect a sale, lease, transfer or other disposition of any particular Collateral under this
Section 5.01, the Administrative Agent shall have the right to hold or use such Collateral, or any part thereof, to the extent
that it deems appropriate for the purpose of preserving such Collateral or the value of such Collateral, or for any other purpose
deemed reasonably appropriate by the Administrative Agent. At any time when an Event of Default exists, the Administrative Agent
may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of
the Administrative Agent’s remedies (for the benefit of the Administrative Agent and Secured Parties), with respect to such
appointment without prior notice or hearing as to such appointment.


 









    13


     


    

 


(e)         Notwithstanding
the foregoing, the Administrative Agent shall not be required to (i) make any demand upon, or pursue or exhaust any of their rights
or remedies against, the Grantors, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the
Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct
or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral
or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.


 


(f)         Each
Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and
may be compelled to resort to one or more private sales thereof. Each Grantor also acknowledges that any private sale may result
in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances,
agrees that no such private sale shall be deemed to have been made in a commercially unreasonable manner solely by virtue of such
sale being private. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for
the period of time necessary to permit any Grantor or the issuer of any Pledged Collateral to register such securities for public
sale under the Securities Act of 1933, as amended, or under applicable state securities Laws, even if any Grantor and the issuer
would agree to do so.


 


 


Section 5.02. Grantors’
Obligations Upon Default. Upon the request of the Administrative Agent at any time when an Event of Default exists, each Grantor
will:


 


(a)       
at its own cost and expense (i) assemble and make available to the Administrative Agent, the Collateral and all books and records
relating thereto at any place or places reasonably specified by the Administrative Agent, whether at such Grantor’s premises
or elsewhere, (ii) deliver all tangible evidence of its Accounts and Contract Rights (including, without limitation, all documents
evidencing the Accounts and all Contracts) and such books and records to the Administrative Agent or to its representatives (copies
of which evidence and books and records may be retained by such Grantor) and (iii) if the Administrative Agent so directs and
in a form and in a manner reasonably satisfactory to the Administrative Agent, legend the Accounts and the Contracts, as well
as books, records and documents (if any) of such Grantor evidencing or pertaining to such Accounts and Contracts with an appropriate
reference to the fact that such Accounts and Contracts have been assigned to the Administrative Agent and that the Administrative
Agent has a security interest therein; and


 


(b)       
permit the Administrative Agent and/or its representatives and/or agents, to enter, occupy and use any premises where all or any
part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part
of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books
and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay any Grantor for such
use and occupancy.


 


Section 5.03. Intellectual Property Remedies.


 


(a)        For
the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article 5 at any time when an
Event of Default exists and at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies,
each Grantor hereby grants to the Administrative Agent a power of attorney to sign any document which may be required by the United
States Patent and Trademark Office, the United States Copyright Office, domain name registrar or similar registrar in order to
effect an absolute assignment of all right, title and interest in each registered Patent, Trademark, Domain Name and Copyright
and each application for any such registration, and record the same. At any time when an Event of Default exists, the Administrative
Agent may (i) declare the entire right, title and interest of such Grantor in and to each item of Intellectual Property Collateral
to be vested in the Administrative Agent for the benefit of the Secured Parties, in which event such right, title and interest
shall immediately vest in the Administrative Agent for the benefit of the Secured Parties, and the Administrative Agent shall
be entitled to exercise the power of attorney referred to in this Section 5.03 to execute, cause to be acknowledged and notarized
and record such absolute assignment with the applicable agency or registrar; (ii) sell any Grantor’s Inventory directly
to any Person, including without limitation Persons who have previously purchased any Grantor’s Inventory from such Grantor
and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement
and subject to any restrictions contained in applicable third party licenses entered into by such Grantor, sell Inventory which
bears any Trademark owned by or licensed to any Grantor and any Inventory that is covered by any Intellectual Property Collateral
owned by or licensed to any Grantor, and the Administrative Agent may finish any work in process and affix any relevant Trademark
owned by or licensed to such Grantor and sell such Inventory as provided herein; (iii) direct such Grantor to refrain, in which
event such Grantor shall refrain, from using any Intellectual Property Collateral in any manner whatsoever, directly or indirectly;
and (iv) assign or sell any Patent, Trademark, Copyright, Domain Name, and/or Trade Secret, as well as the goodwill of such Grantor’s
business symbolized by any such Trademark and the right to carry on the business and use the assets of such Grantor in connection
with which any such Trademark or Domain Name has been used.


 









    14


     


    

 



 


(b)                 Each
Grantor hereby grants to the Administrative Agent an irrevocable (until the Termination Date), nonexclusive, royalty-free, worldwide
license to its right to use, license or sublicense any Intellectual Property Collateral subject, in the case of Trademarks, to
such rights of quality control which are reasonably necessary under applicable Laws to maintain the validity and enforceability
of such Trademarks, now owned or hereafter acquired by such Grantor, wherever the same may be located, and including in such license
access to all media in which any of the licensed items may be recorded or stored and (to the extent not prohibited by any applicable
license) to all computer software and programs used for compilation or printout thereof. The use of the license granted to the
Administrative Agent pursuant to the preceding sentence may be exercised, at the option of the Administrative Agent, only when
an Event of Default exists and shall be exercised only for the purposes of marketing the Intellectual Property Collateral in connection
with the exercise of Lenders’ remedies hereunder; provided that, any license, sublicense or other transaction entered
into by the Administrative Agent in accordance with this clause (b) shall be binding upon each Grantor notwithstanding any subsequent
cure of the relevant Event of Default.


 


Section 5.04. Application of Proceeds.


 


(a)               
The Administrative Agent shall apply the proceeds of any collection, sale, foreclosure or other realization of any Collateral,
as well as any Collateral consisting of Cash, as set forth in Section 8.03 of the Credit Agreement



 



(b)               
Except as otherwise provided herein or in any other Loan Document, the Administrative Agent shall have absolute discretion as
to the time of application of any such proceeds, money or balance in accordance with this Security Agreement. Upon any sale of
Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding),
a receipt by the Administrative Agent or of the officer making the sale of such proceeds, moneys or balances shall be a sufficient
discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to
see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable
in any way for the misapplication thereof. It is understood that the Grantors shall remain jointly and severally liable to the
extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations.


 






    15


     


    

 


ARTICLE 6


ACCOUNT
VERIFICATION; ATTORNEY
IN FACT; PROXY


 


Section 6.01. Account
Verification. The Administrative Agent may at any time and from time to time when an Event of Default exists, in the Administrative
Agent’s own name, in the name of a nominee of the Administrative Agent, or in the name of any Grantor, communicate (by mail,
telephone, facsimile or otherwise) with the Account debtors of such Grantor, parties to Contracts with such Grantor and obligors
in respect of Instruments of such Grantor to verify with such Persons, to the Administrative Agent’s reasonable satisfaction,
the existence, amount, terms of, and any other matter relating to, Accounts, Contracts, Instruments, Chattel Paper, payment intangibles
and/or other Receivables that constitute Collateral.


 


Section 6.02. Authorization
for the Administrative Agent to Take Certain Action. (a) Each Grantor hereby irrevocably authorizes the Administrative Agent
and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as its true
and lawful attorney in fact (i) at any time and from time to time in its sole discretion (A) to execute (to the extent necessary
under the Laws of the applicable jurisdiction) on behalf of such Grantor as debtor and to file financing statements necessary
or desirable in the Administrative Agent’s reasonable discretion to perfect and to maintain the perfection and priority
of the Administrative Agent’s security interest in the Collateral, (B) to file a carbon, photographic or other reproduction
of this Security Agreement as a financing statement and to file any other financing statement or amendment of a financing statement
with respect to the Collateral (which would not add new collateral or add a debtor, except as otherwise provided for herein or
in any other Loan Document) in such offices as the Administrative Agent in its reasonable discretion deems necessary or desirable
to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral,
and (C) with the consent of the Borrower (other than when an Event of Default exists), to contact and enter into one or more agreements
with the issuers of uncertificated securities that constitute Pledged Equity or with securities intermediaries holding Pledged
Equity as may be necessary or advisable to give the Administrative Agent Control over such Pledged Equity in accordance with the
terms hereof; (ii) at any time when an Event of Default exists, in the sole discretion of the Administrative Agent (in the name
of such Grantor or otherwise), (A) to endorse and collect any cash proceeds of the Collateral and to apply the proceeds of any
Collateral received by the Administrative Agent to the Secured Obligations as provided herein or in the Credit Agreement or any
other Loan Document, (B) to demand payment or enforce payment of any Receivable in the name of the Administrative Agent or such
Grantor and to endorse any check, draft and/or any other instrument for the payment of money relating to any such Receivable,
(C) to sign such Grantor’s name on any invoice or bill of lading relating to any Receivable, any draft against any Account
debtor of such Grantor, and/or any assignment and/or verification of any Receivable, (D) to exercise all of any Grantor’s
rights and remedies with respect to the collection of any Receivable and any other Collateral, (E) to settle, adjust, compromise,
extend or renew any Receivable, (F) to settle, adjust or compromise any legal proceedings brought to collect any Receivable, (G)
to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account
debtor of such Grantor, (H) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction
of Lien or similar document in connection with any Receivable, (I) to change the address for delivery of mail addressed to such
Grantor to such address as the Administrative Agent may designate and to receive, open and dispose of all mail addressed to such
Grantor (provided copies of such mail are provided to such Grantor), (J) to discharge past due taxes, assessments, charges, fees
or Liens on the Collateral (except for Permitted Liens), (K) to make, settle and adjust claims in respect of Collateral under
policies of insurance and endorse the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds
of such policies of insurance, (L) to make all determinations and decisions with respect thereto and (M) to obtain or maintain
the policies of insurance of the types referred to in Section 6.07 of the Credit Agreement or to pay any premium in whole or in
part relating thereto; and (iii) to do all other acts and things or institute any proceedings which the Administrative Agent may
reasonably deem to be necessary or advisable (pursuant to this Security Agreement and the other Loan Documents and in accordance
with applicable law) to carry out the terms of this Security Agreement and to protect the interests of the Secured Parties; and,
when and to the extent required pursuant to Section 11.04 of the Credit Agreement, such Grantor agrees to reimburse the Administrative
Agent for any payment made in connection with this paragraph or any expense (including attorneys’ fees, court costs and
expenses) and other charges related thereto incurred by the Administrative Agent in connection with any of the foregoing (it being
understood that any such sums shall constitute additional Secured Obligations); provided that, this authorization shall
not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.


 






    16


     


    

 


(b) All acts of such
attorney or designee are hereby ratified and approved by each Grantor. The powers conferred on the Administrative Agent, for the
benefit of the Administrative Agent and Secured Parties, under this Section 6.02 are solely to protect the Administrative Agent’s
interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such
powers.


 


Section 6.03. PROXY.
EACH GRANTOR HEREBY IRREVOCABLY (UNTIL THE TERMINATION DATE) CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS ITS PROXY AND
ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.02 ABOVE) WITH RESPECT TO THE PLEDGED EQUITY, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED
EQUITY, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED EQUITY, THE APPOINTMENT OF
THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES
AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED EQUITY WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS,
CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT
THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED EQUITY ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY
PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED EQUITY OR ANY OFFICER OR AGENT THEREOF), IN EACH CASE ONLY WHEN AN EVENT OF DEFAULT
EXISTS AND UPON THREE BUSINESS DAYS’ PRIOR WRITTEN NOTICE TO THE BORROWER.


 


Section 6.04. NATURE
OF APPOINTMENT; LIMITATION OF DUTY. THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE
6 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN,
NEITHER THE ADMINISTRATIVE AGENT, NOR ANY SECURED PARTY, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE
SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT TO THE EXTENT SUCH DAMAGES ARE ATTRIBUTABLE
TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSON AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL
AND NON-APPEALABLE DECISION SUBJECT TO SECTION 7.19; PROVIDED, THAT THE FOREGOING EXCEPTION SHALL NOT BE CONSTRUED TO OBLIGATE
THE ADMINISTRATIVE AGENT TO TAKE OR REFRAIN FROM TAKING ANY ACTION WITH RESPECT TO THE COLLATERAL.


 



    17


     


    

 


ARTICLE 7


GENERAL
PROVISIONS


 


Section 7.01. Waivers.
To the maximum extent permitted by applicable Laws, each Grantor hereby waives notice of the time and place of any judicial hearing
in connection with the Administrative Agent’s taking possession of the Collateral or of any public sale or the time after
which any private sale or other disposition of all or any part of the Collateral may be made, including without limitation, any
and all prior notice and hearing for any prejudgment remedy or remedies. To the extent such notice may not be waived under applicable
Laws, any notice made shall be deemed reasonable if sent to any Grantor, addressed as set forth in Article 8, at least 10 days
prior to (a) the date of any such public sale or (b) the time after which any such private disposition may be made. To the maximum
extent permitted by applicable Laws, each Grantor waives all claims, damages, and demands against the Administrative Agent arising
out of the repossession, retention or sale of the Collateral, except those arising out of the gross negligence or willful misconduct
of the Administrative Agent as determined by a court of competent jurisdiction in a final and non-appealable judgment. To the
extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and
covenants not to assert against the Administrative Agent, any valuation, stay (other than an automatic stay under any applicable
Debtor Relief Law), appraisal, extension, moratorium, redemption or similar law and any and all rights or defenses it may have
as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under
the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise.
Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest, any notice (to the
maximum extent permitted by applicable Laws) of any kind or all other requirements as to the time, place and terms of sale in
connection with this Security Agreement or any Collateral.


 


Section 7.02. Limitation
on Administrative Agent’s Duty with Respect to the Collateral. The Administrative Agent shall not have any obligation
to clean or otherwise prepare the Collateral for sale. The Administrative Agent shall use reasonable care with respect to the
Collateral in its possession; provided that the Administrative Agent shall be deemed to have exercised reasonable care
in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal
to which it accords its own property. The Administrative Agent shall not have any other duty as to any Collateral in its possession
or control or in the possession or control of any agent or nominee of the Administrative Agent, or any income thereon or as to
the preservation of rights against prior parties or any other rights pertaining thereto. To the extent that applicable Laws impose
duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees
that it would be commercially reasonable for the Administrative Agent (a) to elect not to incur expenses to prepare Collateral
for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition,
(b) to elect not to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by
other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected
or disposed of, (c) to elect not to exercise collection remedies against Account debtors or other Persons obligated on Collateral
or to remove Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against Account debtors and
other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e)
to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is
of a specialized nature, (f) to contact other Persons, whether or not in the same business as any Grantor, for expressions of
interest in acquiring all or any portion of such Collateral, (g) to hire one or more professional auctioneers to assist in the
disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing
internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity
of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j)
to disclaim disposition warranties, such as title, possession or quiet enjoyment, (k) to purchase insurance or credit enhancements
to insure the Administrative Agent against risks of loss in connection with any collection or disposition of Collateral or to
provide to the Administrative Agent a guaranteed return from the collection or disposition of Collateral or (l) to the extent
deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other
professionals to assist the Administrative Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges
that the purpose of this Section 7.02 is to provide non-exhaustive indications of what actions or omissions by the Administrative
Agent would be commercially reasonable in the Administrative Agent’s exercise of remedies with respect to the Collateral
and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely on account
of not being indicated in this Section 7.02. Without limitation upon the foregoing, nothing contained in this Section 7.02 shall
be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted
or imposed by this Security Agreement or by applicable Laws in the absence of this Section 7.02.


 






    18


     


    

 


Section 7.03. Compromises
and Collection of Collateral. Each Grantor and the Administrative Agent recognize that setoffs, counterclaims, defenses and
other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or
become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may
exceed the amount that reasonably may be expected to be recovered with respect to any Receivable. In view of the foregoing, each
Grantor agrees that the Administrative Agent may at any time and from time to time, if an Event of Default exists, compromise
with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole
discretion shall determine or abandon any Receivable, and any such action by the Administrative Agent shall be commercially reasonable
so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action.


 


Section 7.04. Administrative
Agent Performance of Debtor Obligations. Without having any obligation to do so, the Administrative Agent may, at any time
when an Event of Default exists and upon prior notice to the Borrower, perform or pay any obligation which any Grantor has agreed
to perform or pay under this Security Agreement and which obligation is due and unpaid and not being contested by such Grantor
in good faith, and such Grantor shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant
to this Section 7.04 as a Secured Obligation payable in accordance with Section 11.04 of the Credit Agreement.


 


Section 7.05. No
Waiver; Amendments; Cumulative Remedies. No delay or omission of the Administrative Agent to exercise any right or remedy
granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence
therein, and no single or partial exercise of any such right or remedy shall preclude any other or further exercise thereof or
the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or provisions of this
Security Agreement whatsoever shall be valid unless in writing signed by the Grantors and the Administrative Agent with the concurrence
or at the direction of the Lenders to the extent required under Sections 11.01 and 11.03 of the Credit Agreement and then only
to the extent in such writing specifically set forth. All rights and remedies contained in this Security Agreement or afforded
by law shall be cumulative and all shall be available to the Administrative Agent until the Termination Date.


 


Section 7.06. Limitation
by Law; Severability of Provisions. All rights, remedies and powers provided in this Security Agreement may be exercised only
to the extent that the exercise thereof does not violate any applicable Laws, and all of the provisions of this Security Agreement
are intended to be subject to all applicable mandatory Laws that may be controlling and to be limited to the extent necessary
so that such provisions do not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered,
in whole or in part. To the extent permitted by applicable Laws, any provision of this Security Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions of this
Security Agreement; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision
in any other jurisdiction.


 






    19


     


    

 


Section 7.07. Security
Interest Absolute. All rights of the Administrative Agent hereunder, the security interests granted hereunder and all obligations
of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the
Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement
or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term
of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit
Agreement, any other Loan Document or any other agreement or instrument relating to the foregoing, (c) any exchange, release or
nonperfection of any Lien on any Collateral, or any release or amendment or waiver of or consent under or departure from any guaranty,
securing or guaranteeing all or any of the Secured Obligations, (d) any bankruptcy, insolvency, reorganization, arrangement, readjustment,
composition, liquidation or the like of any Grantor, (e) any exercise or non-exercise, or any waiver of, any right, remedy, power
or privilege under or in respect of this Security Agreement or any other Loan Document or (f) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Security
Agreement (other than a termination of any Lien contemplated by Section 7.12 or the occurrence of the Termination Date).


 


Section 7.08. Benefit
of Security Agreement. The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit
of each Grantor, the Administrative Agent and the Secured Parties and their respective successors and permitted assigns (including
all Persons who become bound as a debtor to this Security Agreement). No sale of participations, assignments, transfers, or other
dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein shall in any manner
impair the Lien granted to the Administrative Agent hereunder for the benefit of the Administrative Agent and the Secured Parties.


 


Section 7.09. Survival
of Representations. All representations and warranties of each Grantor contained in this Security Agreement shall survive
the execution and delivery of this Security Agreement until the Termination Date.


 


Section 7.10. Additional
Subsidiaries. Upon the execution and delivery by any Restricted Subsidiary that is a U.S. Subsidiary of an instrument in the
form of Exhibit A in accordance with, and to the extent required by, Section 6.13 of the Credit Agreement, such U.S. Subsidiary
shall become a Subsidiary Guarantor hereunder with the same force and effect as if such U.S. Subsidiary was originally named as
a Subsidiary Guarantor herein. The execution and delivery of any such instrument shall not require the consent of any other Grantor
or any other Person. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding
the addition of any new Grantor as a party to this Security Agreement.


 


Section 7.11. Headings.
The titles of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the terms and provisions of this Security Agreement.


 






    20


     


    

 


Section 7.12. Termination or Release.


 


(a) This Security
Agreement shall continue in effect until the Termination Date, and the Liens granted hereunder shall automatically be released
in the circumstances described in Sections 9.10 or 10.08 of the Credit Agreement.


 


(b) In connection
with any termination or release pursuant to paragraph (a) above, the Administrative Agent shall promptly execute (if applicable)
and deliver to any Grantor, at such Grantor’s expense, all UCC termination statements and similar documents that such Grantor
shall reasonably request to evidence and/or effectuate such termination or release. Any execution and delivery of documents pursuant
to this Section 7.12 shall be without recourse to or representation or warranty by the Administrative Agent or any Secured Party.
The Borrower shall reimburse the Administrative Agent for all costs and expenses, including any fees and expenses of counsel,
incurred by it in connection with any action contemplated by this Section 7.12 pursuant to and to the extent required by Section
11.04 of the Credit Agreement.


 


(c) At any time that
a Grantor desires that the Administrative Agent take any action to acknowledge or give effect to any release of Collateral pursuant
to Section 7.12(a), such Grantor or the Borrower shall deliver to the Administrative Agent a certificate signed by a Responsible
Officer of such Grantor stating that the release of the respective Collateral is permitted pursuant to Section 7.12(a) and the
terms of the Credit Agreement.


 


(d) The Administrative
Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral or any Grantor
by it in accordance with (or which the Administrative Agent in good faith believes to be in accordance with) the terms of this
Section 7.12.


 


Section 7.13. Entire
Agreement. This Security Agreement, together with the other Loan Documents, embodies the entire agreement and understanding
between each Grantor and the Administrative Agent relating to the Collateral and supersedes all prior agreements and understandings
between any Grantor and the Administrative Agent relating to the Collateral.


 


Section 7.14. CHOICE
OF LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


 


Section 7.15. CONSENT
TO JURISDICTION; CONSENT TO SERVICE OF PROCESS. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECURITY AGREEMENT SHALL
BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE CITY OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT, THE GRANTORS AND THE
ADMINISTRATIVE AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. THE GRANTORS
AND THE ADMINISTRATIVE AGENT IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN
RESPECT OF THE SECURITY AGREEMENT OR OTHER DOCUMENT RELATED THERETO (EXCEPT THAT, PROCEEDINGS MAY ALSO BE BROUGHT BY THE ADMINISTRATIVE
AGENT IN THE STATE IN WHICH THE COLLATERAL IS LOCATED OR ANY OTHER RELEVANT JURISDICTION.


 






    21


     


    

 


Section 7.16. WAIVER
OF JURY TRIAL. EACH PARTY TO THIS SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION ARISING UNDER THIS SECURITY AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS SECURITY AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7.16 WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


Section 7.17. Indemnity.
Each Grantor hereby agrees to indemnify the Indemnitees, as, and to the extent, set forth in Section 11.05 of the Credit Agreement.


 


Section 7.18. Counterparts.
This Security Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Security Agreement by facsimile or by email as a “.pdf” or “.tiff”
attachment or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security
Agreement.


 


Section 7.19. Waiver
of Consequential Damages, Etc. To the extent permitted by applicable Laws, none of the Grantors or Secured Parties shall assert,
and each hereby waives, any claim against each other, 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 Security Agreement
or any agreement or instrument contemplated hereby, except, in the case of any claim by any Indemnitee against any of the Grantors,
to the extent such damages would otherwise be subject to indemnification pursuant to the terms of Section 7.17.


 


Section 7.20. Mortgages.
In the case of a conflict between this Security Agreement and any Mortgage with respect to any Material Real Property that is
also subject to a valid and enforceable Lien under the terms of such Mortgage (including Fixtures), the terms of such Mortgage
shall govern.


 


Section 7.21. Successors
and Assigns. Whenever in this Security Agreement any party hereto is referred to, such reference shall be deemed to include
the successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor
or the Administrative Agent in this Security Agreement shall bind and inure to the benefit of their respective successors and
permitted assigns. Except in a transaction expressly permitted under the Credit Agreement, no Grantor may assign any of its rights
or obligations hereunder without the written consent of the Administrative Agent.


 


Section 7.22. Survival
of Agreement. Without limiting any provision of the Credit Agreement or Section 7.17 hereof, all covenants, agreements, indemnities,
representations and warranties made by the Grantors in the Loan Documents and in the certificates or other instruments delivered
in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon
by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any
investigation made by any such Lender or on its behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended
under the Credit Agreement, and shall continue in full force and effect until the Termination Date, or with respect to any individual
Grantor until such Grantor is otherwise released from its obligations under this Security Agreement in accordance with the terms
hereof.


 






    22


     


    

 


Section 7.23. Reinstatement
. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed
by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the
benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s
assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the
Secured Obligations, or any part thereof, is, pursuant to applicable Laws, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent
conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or
any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned.


 


Section 7.24. Conflicts.
Notwithstanding anything contrary contained herein, in the event of any conflict or inconsistency between this Security Agreement
and the Credit Agreement or any Acceptable Intercreditor Agreement, the terms of the Credit Agreement and/or such Acceptable Intercreditor
Agreement shall govern and control (except that in the case of any conflict between the Credit Agreement and an Acceptable Intercreditor
Agreement, such Acceptable Intercreditor Agreement with respect to the applicable Collateral shall control).


 


ARTICLE 8





NOTICES


 


Section 8.01. Sending
Notices. Any notice required or permitted to be given under this Security Agreement shall be delivered in accordance with
Section 11.02 of the Credit Agreement (it being understood and agreed that references in such Section to “herein”,
 “hereunder” and other similar terms shall be deemed to be references to this Security Agreement).


 


ARTICLE 9





THE
ADMINISTRATIVE AGENT


 


Nomura, together with
one or more sub-agents or designees has been appointed Administrative Agent for the Lenders hereunder pursuant to Article 9 of
the Credit Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred
upon the Administrative Agent hereunder is subject to the terms of the delegation of authority made by the Lenders to the Administrative
Agent pursuant to the Credit Agreement, and that the Administrative Agent has agreed to act (and any successor Administrative
Agent shall act) as such hereunder only on the express conditions contained in such Article 9. Any successor Administrative Agent
appointed pursuant to Article 9 of the Credit Agreement shall be entitled to all the rights, interests and benefits of the Administrative
Agent hereunder.


 


[SIGNATURE
PAGES FOLLOW]


 



    23


     


    

 


IN WITNESS WHEREOF, each Grantor and the
Administrative Agent have executed this Security Agreement as of the date first above written.


 


	 	LATHAM PURCHASER, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


	 	LATHAM POOL PRODUCTS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


	 	LATHAM INTERNATIONAL MANUFACTURING
	 	CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


	 	POOL COVER SPECIALISTS, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


SIGNATURE PAGE
TO SECURITY AGREEMENT


 






     


     


    

 


	 	NOMURA CORPORATE FUNDING AMERICAS,
	 	LLC, as the Administrative Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


SIGNATURE PAGE
TO SECURITY AGREEMENT





 






     


     


    

 



 


EXHIBIT A


 


[FORM OF] SECURITY
AGREEMENT SUPPLEMENT


 


	 	A.	SUPPLEMENT NO. [●] dated as of [●] (this
    “ Supplement”), to the Security Agreement dated as of December 18, 2018 (as amended, restated, amended and restated,
    supplemented or otherwise modified from time to time, the “Security Agreement”), by and among LATHAM PURCHASER,
    INC., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”),
    LATHAM POOL PRODUCTS, INC., a Delaware corporation (the “LPP” and, immediately upon consummation of the Acquisition,
    the “Borrower”), LATHAM INTERNATIONAL MANUFACTURING CORP., a Delaware corporation (“ Holdings”), the
    Subsidiary Guarantors, the Subsidiary Guarantors from time to time party thereto (the foregoing, collectively, the “Grantors”)
    and NOMURA CORPORATE FUNDING AMERICAS, LLC (“Nomura”) as administrative agent and collateral agent for the Secured
    Parties (as defined below) (together with one or more sub-agents or designees, in such capacity, the “Administrative
    Agent”).




 


	 	B.	Reference is made to the Credit and Guaranty Agreement
    dated as of December 18, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to
    time, the “Credit Agreement”), among the Purchaser, LPP, Holdings, the lenders from time to time party thereto
    (collectively, the “Lenders” and each a “Lender”), Nomura, as Administrative Agent, and L/C Issuer
    and the other L/C Issuers party thereto.




 


	 	C.	Capitalized terms used herein and not otherwise defined herein shall
    have the meanings assigned to such terms in the Credit Agreement or the Security Agreement, as applicable.




 


		D.	The
                                         Grantors have entered into the Security Agreement in order to induce the Lenders to make
                                         Loans. Section 7.10 of the Security Agreement and Section 6.13 of the Credit Agreement
                                         provide that additional U.S. Subsidiaries of the Borrower may become Subsidiary Guarantors
                                         under the Security Agreement by executing and delivering an instrument in the form of
                                         this Supplement. [The] [Each] undersigned Restricted Subsidiary that is a U.S. Subsidiary
                                         (the “New Subsidiary”) is executing this Supplement in accordance
                                         with the requirements of the Credit Agreement to become a Subsidiary Guarantor under
                                         the Security Agreement in order to induce the Lenders to make additional Loans and as
                                         consideration for Loans previously made and to secure the Secured Obligations.






 


Accordingly, the Administrative Agent and [the] [each]
New Subsidiary agree as follows:


 


SECTION 1.     In
accordance with Section 7.10 of the Security Agreement, [the] [each] New Subsidiary by its signature below becomes a Subsidiary
Guarantor and a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Subsidiary
Guarantor, and [the] [each] New Subsidiary hereby (a) agrees to all the terms and provisions of the Security Agreement applicable
to it as a Subsidiary Guarantor and Grantor thereunder and (b) makes the representations and warranties applicable to it as a
Grantor under the Security Agreement[, subject to Schedule A hereto,] on and as of the date hereof; it being understood and agreed
that any representation or warranty that expressly relates to an earlier date shall be deemed to refer to the date hereof. In
furtherance of the foregoing, [the] [each] New Subsidiary, as security for the payment and performance in full of the Secured
Obligations, does hereby create and grant to the Administrative Agent, its successors and permitted assigns, for the benefit of
the Secured Parties, their successors and permitted assigns, a security interest in and Lien on all of [the] [each] New Subsidiary’s
right, title and interest in and to the Collateral of [the] [each] New Subsidiary. Each reference to a “Grantor” and
 “Subsidiary Guarantor” in the Security Agreement shall be deemed to include [the] [each] New Subsidiary. The Security
Agreement is hereby incorporated herein by reference.


 









    A-1 


    


    

 


SECTION 2.     [The]
[Each] New Subsidiary represents and warrants to the Administrative Agent and the other Secured Parties that (i) it has the power
and authority to enter into this Supplement and (ii) this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Legal
Reservations.


 


SECTION 3.     This
Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when
the Administrative Agent shall have received a counterpart of this Supplement that bears the signature of [the] [each] New Subsidiary.
Delivery of an executed signature page to this Supplement by facsimile transmission or by email as a “.pdf” or “.tiff”
attachment shall be as effective as delivery of a manually signed counterpart of this Supplement.


 


SECTION 4.      Attached
hereto is a duly prepared, completed and executed Perfection Certificate with respect to [the] [each] New Subsidiary, and [the]
[each] New Subsidiary hereby represents and warrants that the information set forth therein is correct and complete in all material
respects as of the date hereof.


 


SECTION 5.       Except
as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.


 


SECTION 6.      THIS
SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 7.      In
case any one or more of the provisions contained in this Supplement is invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall
not in and of itself affect the validity of such provision in any other jurisdiction). The Borrower and the Administrative Agent
shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 8.       All
communications and notices hereunder shall be in writing and given as provided in Section 8.01 of the Security Agreement.


 


SECTION 9.     [The]
[Each] New Subsidiary agrees to reimburse the Administrative Agent for its expenses in connection with this Supplement, including
the fees, other charges and disbursements of counsel in accordance with Section 11.04 of the Credit Agreement.


 


SECTION 10.     This
Supplement shall constitute a Loan Document, under and as defined in, the Credit Agreement.


 


[Signature pages
follow]


 






    A-2 


    


    

 


IN WITNESS WHEREOF, [each] [the] New Subsidiary
has duly executed this Supplement to the Security Agreement as of the day and year first above written.


 


	 	[NAME OF NEW SUBSIDIARY]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    A-3 


    


    

 


[SCHEDULE A


CERTAIN EXCEPTIONS]


 






    


    


    

 


EXHIBIT B


 


[FORM OF] PERFECTION
CERTIFICATE


 


[ ], 20[ ]


 


Reference is made to
the Credit and Guaranty Agreement, dated as of December 18, 2018 (as modified and supplemented and in effect on the date hereof,
the “Credit Agreement”; together with the various instruments, documents and other agreements executed in connection
therewith, the “ Loan Documents”) among Latham Purchaser, Inc., a Delaware corporation, as initial borrower,
Latham Pool Products, Inc., a Delaware corporation, as borrower (collectively, the “Borrowers”) certain subsidiaries
of the Borrowers from time to time party thereto as guarantors (collectively with the Borrowers, the “Obligors”),
the several lenders from time to time party thereto as Lenders and Nomura Corporate Funding Americas, LLC (acting through such
of its affiliates as it deems appropriate, “NCFA”), together with one or more sub-agents or designees, as administrative
agent (in such capacity, as well as in its capacity as collateral agent, the “Administrative Agent”). Except
as otherwise provided herein, terms defined in the Credit Agreement, and in the Security Agreement referred to therein, are used
herein as defined therein.


 


The undersigned hereby certify to each Lender and the
Administrative Agent as follows:


 


(1)       Names
and Identifying Information. Set forth in Schedule I are (a) the full and correct legal name of each of the Obligors as its
name appears in its certificate of incorporation, operating agreement, agreement of partnership or other similar instrument of
organization, (b) the type of organization of each of the Obligors, (c) each other legal name that any of the Obligors has had
since its organization together with the date of the relevant change, (d) any change in the identity or corporate structure of
any of the Obligors in any way within the past five years, (e) the jurisdiction of organization of each of the Obligors, (f) the
organizational identification number of each of the Obligors, (g) the mailing address of each Obligors and (h) for any Obligor
that is not a registered organization or is not organized under any state of the United States, the place of business of each
Obligor or, if such Obligor has more than one place of business, the location of the chief executive office of such Obligor, or
if such Obligor is an individual, the principal residence of such Obligor. Also set forth in Schedule I is a description of all
the occasions in which any of the Obligors has acquired the equity interests of another entity or substantially all the assets
of another entity within the past five years (including the exact legal name and jurisdiction of organization of such entity).


 


(2)      
New Debtor Events. Set forth in Schedule II is a description of all the occasions in which any of the Obligors has become
a “new debtor” (as defined in Section 9-102(a)(56) of the Uniform Commercial Code) with respect to a currently effective
security agreement previously entered into by any other Person.


 


(3)      Locations
of Collateral. Set forth in Schedule III are (i) all locations where each Obligor maintains any Inventory, (ii) all locations
where each Obligor maintains any Equipment or other Collateral, and (iii) all locations where such Obligor maintains any books
or records relating to the Collateral (with each location at which chattel paper, if any, is kept being indicated by an “*”)
(in each case, other than locations referred to in Schedule I).


 


(4)      
Third-Party Collateral Sites. Set forth in Schedule IV are the names and addresses of all persons other than the Obligors
that have possession of any of the Collateral of any Obligor with an aggregate value exceeding $2,500,000, excluding any leased
site identified in Schedule V.


 






    B-1


    


    

 


(5)       
Real Property Interests. Set forth in Schedule V is a complete and correct list of real property interests held by each
Obligor at which the value of personal property of any Obligor held at such real property exceeds $5,300,000 indicating (i) whether
the respective property is owned or leased, (ii) the identity of the owner or lessee and the location of the respective property,
(iii) the use to which such real property is employed by such Obligor.


 


(6)       
Intellectual Property. Set forth in Schedule VI is a complete and correct list of all Intellectual Property of each
Obligor.


 


(7)      Stock
Ownership. Attached hereto as Schedule VII is a complete and correct list of all the duly authorized, issued and outstanding
shares of common and preferred stock of, or partnership and other ownership interest in, each Obligor and each of its Subsidiaries
and the record and beneficial owners of such shares of common and preferred stock, or partnership and other ownership interests
and denoting (x) whether such shares or partnership or other ownership interests are certificated and (y) whether such shares
or partnership or other ownership interests constitute “margin stock” (as defined in Regulation U of the Board of
Governors of the Federal Reserve System of the United States). Also set forth on Schedule VII is each equity investment of each
Obligor that represents 50% or less of the equity of the entity in which such investment is made, indicating the information specified
in the preceding sentence.


 


(8)      
Promissory Notes, Instruments, Certificated Securities and Tangible Chattel Paper. Attached hereto as Schedule VIII is
a complete and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of
business), tangible chattel paper in an amount exceeding $2,500,000 held by each Obligor, certificated securities and intercompany
notes (regardless of amount).


 


(9)      
Deposit, Securities and Commodity Accounts. Attached hereto as Schedule IX is a complete and correct list of all Deposit
Accounts, Securities Accounts and Commodity Accounts of each Obligor.


 


(10)     
Commercial Tort Claims. Attached hereto as Schedule X is a complete and correct list of all Commercial Tort Claims held
by each Obligor, including a reasonably detailed description thereof.


 


(11)     Insurance.
Attached hereto as Schedule XI is a complete and correct list of all property and casualty insurance, comprehensive general liability
insurance, product liability insurance, business interruption insurance and all other insurance maintained by each Obligor.


 


(12)    
Letter-of-Credit Rights. Attached hereto as Schedule XII is a true and correct list of all Letters of Credit issued in
favor of each Obligor, as beneficiary thereunder, stating if letter-of-credit rights with respect to such Letters of Credit are
required to be subject to a control arrangement pursuant to the Security Agreement.


 






    B-2


    


    

 


IN WITNESS WHEREOF, the undersigned has
duly executed this certificate on this ___ day of ________, 2018.


 


	 	LATHAM POOL PRODUCTS, INC.
	 	 
	 	By    	                                                      
	 	 	Name:
	 	 	Title:




 






    B-3


    


    

 


SCHEDULE I


 


NAMES AND IDENTIFYING INFORMATION


 


	 	 	 	Changes
    in	 	 	 
	 	 	Other
    legal	identity
    or	 	 	 
	 	 	names
    and	corporate	Jurisdiction	Organizational	 
	Legal
    Name	Type
    of	dates
    of	structure
    in	of	Identification	 
	of
    Obligor	Organization	change	past
    five years	Organization	Number	Place(s)
    of Business
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


ACQUISITION OF EQUITY INTERESTS OR ASSETS OF AN
ENTITY


 


	 	 	 	 	 
	 	 	 	Entity	Entity
	 	 	 	Jurisdiction	Organizational
	Date
    of	Legal
    Name	Entity
    Type of	of	Identification
	Acquisition	of
    Entity	Organization	Organization	Number
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






    B-4


    


    

 


SCHEDULE II


 


“NEW DEBTOR”
EVENTS


 


	Description
    of Event	Date
    of Event
	 	 
	 	 


 






    B-5


    


    

 


SCHEDULE III


 


LOCATION OF COLLATERAL


 


	Obligor	Collateral/Books and	 
	 	Records Relating to	 
	 	Collateral 	          Location of Collateral
	 	 	 
	 	[Inventory]	 
	 	[Equipment]	 
	 	[Books and Records	 
	 	Relating to Collateral]	 




 






    B-6


    


    

 



 


SCHEDULE IV


 


THIRD-PARTY COLLATERAL
SITES


 





	Obligor	Collateral	Location of Collateral



 






    B-7 


     


    

 


 


SCHEDULE V


 


REAL PROPERTY
INTERESTS


 





	 	Location
    of	 	Identity
    of	Use
    of Real
	Obligor	Real Property	Owned/Leased	Owner/Lessee	Property


 






    B-8 


     


    

 





SCHEDULE VI


 


 


INTELLECTUAL PROPERTY


 


COPYRIGHTS, COPYRIGHT
REGISTRATIONS AND APPLICATIONS FOR COPYRIGHT


REGISTRATIONS


 


[To be completed]


 


PATENTS AND PATENT
APPLICATIONS


 


[To be completed]


 


TRADE NAMES, TRADEMARKS, SERVICES MARKS, TRADEMARK
AND SERVICE MARK REGISTRATIONS AND APPLICATIONS FOR TRADEMARK AND SERVICE MARK REGISTRATIONS


 


[To be completed]


 


DOMAIN NAME REGISTRATIONS


 


[To be completed]


 






    B-9 


     


    

 





SCHEDULE VII


 


STOCK OWNERSHIP


 


	Grantor	Share	Class
    of	Certificated	Share	Par	No.
    of	Percentage	Margin
	 	Issuer	Shares	(Y/N)	Certificate	Value	Pledged	of	Stock
	 	 	 	 	No.	 	Share	Outstanding	(Y/N)
	 	 	 	 	 	 	 	Share
    of the	 
	 	 	 	 	 	 	 	Issuer	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 






    B-10 


     


    

 





SCHEDULE VIII


 


PROMISSORY NOTES,
INSTRUMENTS AND TANGIBLE CHATTEL PAPER


 


Promissory Notes


 


	Entity	Principal	Date
    of	Interest
    Rate	Maturity
    Date	Pledged	 
	 	Amount	Issuance	 	 	[Yes/No]	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


 


Chattel Paper


 


	Description	Pledged
	 	[Yes/No]
	 	 
	 	 
	 	 


 






    B-11 


     


    

 





SCHEDULE IX 


 


DEPOSIT, SECURITIES
AND COMMODITY ACCOUNTS


 


Deposit Accounts


 


	Grantor	Name
    of Depositary	Account
    Number	Account
    Name
	 	Bank	 	 
	 	 	 	 
	 	 	 	 


 


Securities Accounts


 


	Grantor	Name
    of Intermediary	Account
    Number	Account
    Name
	 	 	 	 
	 	 	 	 


 


Commodity Accounts


 


	Grantor	Name
    of Intermediary	Account
    Number	Account
    Name
	 	 	 	 
	 	 	 	 


 






    B-12 


     


    

 





SCHEDULE X


 


COMMERCIAL TORT
CLAIMS


 


[To be completed]


 






    B-13 


     


    

 





SCHEDULE XI


 


INSURANCE


 


[To be completed]


 






    B-14 


     


    

 





SCHEDULE XII


 


LETTER-OF-CREDIT
RIGHTS


 


[To be completed]


 






    B-15 


     


    

 





EXHIBIT G


 


FORM OF GUARANTY
SUPPLEMENT


(this “Guaranty
Supplement”)


 


_________ __, ____


 


Nomura Corporate Funding Americas, LLC, as Administrative
Agent [insert address]


 


Attention: _________


 


Re: Credit and Guaranty Agreement dated
as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing
from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined),
among Latham Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition,
the “Borrower”), Latham Pool Products, Inc., a Delaware corporation (“LPP” and immediately
upon consummation of the Acquisition, the “Borrower”), Latham International Manufacturing Corp., a Delaware
corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from
time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as
Administrative Agent and L/C Issuer.


 


Ladies and Gentlemen:


 


Reference is made
to the Credit Agreement. The capitalized terms defined in the Credit Agreement and not otherwise defined herein are used herein
as therein defined.


 


Section 1. Guaranty;
Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, absolutely, unconditionally
and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or by acceleration, demand or otherwise,
of all of its Guaranteed Obligations. Without limiting the generality of the foregoing, but, subject to Section 10.15 of
the Credit Agreement, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations
and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that
they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such
other Loan Party.


 


(b) The undersigned,
hereby confirms that it is the intention of such Person that this Guaranty Supplement, the Guaranty and the Guaranteed Obligations
of the undersigned hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable
to this Guaranty Supplement and the Guaranteed Obligations of the undersigned. To effectuate the foregoing intention, the Administrative
Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the Guaranteed Obligations of the undersigned
Guarantor under this Guaranty Supplement and the Guaranty at any time shall be limited to the maximum amount as will result in
the Guaranteed Obligations of the undersigned under this Guaranty Supplement and the Guaranty not constituting a fraudulent transfer
or conveyance under Debtor Relief Law or any comparable provision of applicable Law.


 






    G-1 


     


    





 


(c) Subject to Section
10.03 of the Credit Agreement, the undersigned hereby unconditionally agrees that in the event any payment shall be required
to be made to any Secured Party under this Guaranty Supplement, the Guaranty or any other guaranty, the undersigned will contribute,
to the maximum extent permitted by applicable Law, such amounts to each other Guarantor so as to maximize the aggregate amount
paid to the Secured Parties under or in respect of the Loan Documents.


 


(d) The undersigned
hereby agrees that any Indebtedness owed by it to another Loan Party shall be subordinated to the Guaranteed Obligations of the
undersigned and that any Indebtedness owed to it by another Loan Party shall be subordinated to the Guaranteed Obligations of
such other Loan Party, it being understood that the undersigned or such other Loan Party, as the case may be, may make payments
on such intercompany Indebtedness unless an Event of Default has occurred and is continuing.


 


Section 2. Guaranteed
Obligations Under the Guaranty. The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor
by all of the terms and conditions of the Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned
further agrees, as of the date first above written, that each reference in the Guaranty to an “Additional Guarantor”
or a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Loan
Document to a “Guarantor” or a “Loan Party” shall also mean and be a reference to the undersigned.


 


Section 3. Delivery
by Telecopier. This Guaranty Supplement may be executed in any number of counterparts and by different parties thereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty Supplement by
telecopier or electronic mail shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.


 


Section 4. GOVERNING
LAW; JURISDICTION; WAIVER OF JURY TRIAL, ETC. (a) THIS GUARANTY SUPPLEMENT, AND ANY CLAIM OR CONTROVERSY ARISING OUT OF THIS
GUARANTY SUPPLEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b) ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS GUARANTY SUPPLEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK IN THE CITY OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY SUPPLEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO (EXCEPT THAT,
(X) IN THE CASE OF ANY MORTGAGE OR OTHER SECURITY DOCUMENT, PROCEEDINGS MAY ALSO BE BROUGHT BY THE ADMINISTRATIVE AGENT IN THE
STATE IN WHICH THE RESPECTIVE MORTGAGED PROPERTY OR COLLATERAL IS LOCATED OR ANY OTHER RELEVANT JURISDICTION AND (Y) IN THE CASE
OF ANY BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDINGS WITH RESPECT TO THE ADMINISTRATIVE AGENT, ANY L/C ISSUER OR ANY OTHER LENDER,
ACTIONS OR PROCEEDINGS RELATED TO THIS GUARANTY SUPPLEMENT AND THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN SUCH COURT HOLDING SUCH
BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDINGS).


 






    G-2


     


    

 


(c) EACH PARTY HERETO
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT
OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY
LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED
IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS GUARANTY SUPPLEMENT MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS SECTION 4 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.


 


[Signature Page Follows]




 


	 	Very truly yours,
	 	 
	 	[NAME OF ADDITIONAL SUBSIDIARY
    

    GUARANTOR]
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:




 






    G-3


     


    

 


EXHIBIT H


 


[RESERVED]


 






    H-1


     


    

 


EXHIBIT
I-1


 


FORM
OF DISCOUNTED PREPAYMENT OPTION NOTICE


 


Date:
______, 201_


 


To: Nomura Corporate Funding
Americas, LLC, as Administrative Agent


 


Ladies and Gentlemen:


 


This
Discounted Prepayment Option Notice is delivered to you pursuant to Section 2.06(d)(ii) of that certain Credit and Guaranty Agreement
dated as of December [__], 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among Latham Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation
of the Acquisition, the “Borrower”), Latham Pool Products, Inc., a Delaware corporation (“LPP”
and immediately upon consummation of the Acquisition, the “Borrower”), Latham International Manufacturing Corp.,
a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the
Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees),
as Administrative Agent and L/C Issuer. Capitalized terms used herein and not otherwise defined herein shall have the meaning
ascribed to such terms in the Credit Agreement.


 


Pursuant
to Section 2.06(d)(ii) of the Credit Agreement, the Borrower hereby offers to make a Discounted Voluntary Prepayment to each Term
Lender [and to each Lender of the [●, 20●]12 tranche[s] of Term Loans] on the following terms:


 


		 	1.        This
                                         Borrower’s offer of Discounted Voluntary Prepayment is available only to each Term
                                         Lender [and to each Lender of the [●, 20●]13 tranche[s] of Term
                                         Loans].



 


		 	2.        The
                                         maximum aggregate outstanding amount of the Discounted Voluntary Prepayment that will
                                         be made in connection with this offer shall not exceed $[●] of Term Loans [and
                                         $[●] of the [●, 20●]14 tranche[(s)] of Term Loans] (the
                                         “Discounted Prepayment Amount”).15



 


		  	3.       [The
                                         percentage discount to par value at which such Discounted Voluntary Prepayment will be
                                         made is [●]% in respect of the Term Loans [and [●]% in respect of the [●,
                                         20●]16 tranche[(s)] of Term Loans] (the “Specified Discount”).]17



 





 






	12	List
                                         multiple tranches if applicable. 
	 	 
	13	List
                                         multiple tranches if applicable. 
	 	 
	14	List
                                         multiple tranches if applicable. 
	 	 
	15	Minimum
                                         of $2.5 million (or, the same numerical number with respect to the applicable Alternate
                                         Currency in the case of any Loans denominated in an Alternate Currency).
	 	 
	16	List
                                         multiple tranches if applicable. 
	 	 
	17	Included
                                         if the Discount Range is a single percentage. 



 



    I-1-1


     


    




 


		 	4.       [The
                                            Borrower is willing to make such Discount Voluntary Prepayment at a percentage discount
                                            to par value greater than or equal to [●]% but less than or equal to [●]% in
                                            respect of the Term Loans [and greater than or equal to [●]% but less than or equal
                                            to [●]% in respect of the [●, 20●]18
                                            tranche[(s)] of Term Loans] (the “Discount Range”).]19



 


To accept this offer,
you are required to submit to the Administrative Agent a Lender Participation Notice on or before 5:00 p.m. New York time on the
date that is three (3) Business Days following the date of delivery of this notice pursuant to Section 2.06(d)(iii) of the Credit
Agreement.


 


The
Borrower hereby represents and warrants to the Administrative Agent [and the Term Lenders][, the Term Lenders and each Lender of the
[●, 20●]20 tranche[s] of Term Loans] as follows:


 


		1.	The
                                         Borrower will not use proceeds from Revolving Credit Loans to fund the Discounted Voluntary
                                         Prepayment.



 


		2.	No
                                         Specified Event of Default has occurred and is continuing or would result from the Discounted
                                         Voluntary Prepayment.



 


		3.	Each
                                         of the conditions to such Discounted Voluntary Prepayment contained in Section 2.06(d)
                                         of the Credit Agreement has been satisfied.



 


The Borrower acknowledges
that the Administrative Agent and the relevant Term Lenders are relying on the truth and accuracy of the foregoing representations
and warranties in connection with their decision whether or not to accept the offer set forth in this Discounted Prepayment Option
Notice and the acceptance of any prepayment made in connection with this Discounted Prepayment Option Notice.


 


The Borrower requests
that the Administrative Agent promptly notify each of the relevant Term Lenders party to the Credit Agreement of this Discounted
Prepayment Option Notice.


 


[Remainder of Page
Intentionally Left Blank]


 





 






18 List multiple tranches if applicable.


 


19 Included if the Discount Range is not a single
percentage.


 


20 List multiple tranches if applicable.


 



    I-1-2


     


    




 


IN WITNESS WHEREOF,
the undersigned has executed this Discounted Prepayment Option Notice as of the date first above written.


 


	 	[BORROWER]
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:



 


Enclosure: Form of Lender Participation
Notice





 






    I-1-3


     


    

 


EXHIBIT I-2


 


FORM OF LENDER PARTICIPATION
NOTICE


 


Date: ______, 201_


 


To: Nomura Corporate Funding Americas, LLC, as Administrative
Agent


 


Ladies and Gentlemen:


 


Reference is made
to (a) that certain Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”) among Latham Purchaser, Inc., a Delaware corporation (“Purchaser”
and, prior to the consummation of the Acquisition, the “Borrower”), Latham Pool Products, Inc., a Delaware
corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”),
Latham International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings
from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together
with one or more sub-agents or designees), as Administrative Agent and L/C Issuer, and (b) that certain Discounted Prepayment
Option Notice, dated ______, 20__, from the Borrower (the “Discounted Prepayment Option Notice”). Capitalized
terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Discounted Prepayment
Option Notice or, to the extent not defined therein, in the Credit Agreement.


 


The
undersigned [Term Lender] [Lender] hereby gives you irrevocable notice, pursuant to Section 2.06(d)(iii) of the Credit Agreement, that
it is willing to accept a prepayment of the following [tranches of] Term Loans held by such [Term Lender] [Lender] at [the Specified
Discount]21 [a maximum discount to par of [●]% within the Discount Range]22
in an aggregate outstanding amount as follows:


 


[Term Loans - $[●]]


 


[[●, 20●]23
tranche[s] of Term Loans - $[●]]


 


The
undersigned [Term Lender] [Lender] hereby expressly consents and agrees to a prepayment of its [Term Loans][[●, 20●]24
tranche[s]] pursuant to Section 2.06(d)(iii) of the Credit Agreement at a price equal to the Applicable Discount in the
aggregate outstanding amount not to exceed the amount set forth above, as such amount may be reduced in accordance with Section 2.06(d)(iv)
of the Credit Agreement, and as otherwise determined in accordance with, and subject to the requirements of, the Credit Agreement.


 


[Remainder of Page
Intentionally Left Blank]


 





 






21 Included if the Discount Range is a single percentage.


 


22 Included if the Discount Range is not a single
percentage


 


23 List multiple tranches if applicable.


 


24 List multiple tranches if applicable.


 






    I-2-1


     


    

 


IN WITNESS WHEREOF, the undersigned has executed
this Lender Participation Notice as of the date first above written.


 


	 	[LENDER] [TERM LENDER]
	 	 
	 	By:  	 
	 	 	Name
	 	 	Title:
	 	 
	 	By:  	 
	 	 	Name
	 	 	Title:




 






    I-2-2


     


    

 


EXHIBIT I-3


 


FORM OF DISCOUNTED
VOLUNTARY PREPAYMENT NOTICE


 


Date: ______, 201_


 


To: Nomura Corporate Funding Americas, LLC, as Administrative
Agent


 


Ladies and Gentlemen:


 


This Discounted Voluntary
Prepayment Notice is delivered to you pursuant to Section 2.06(d)(v) of that certain Credit and Guaranty Agreement dated as of
December [__], 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)
among Latham Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition,
the “Borrower”), Latham Pool Products, Inc., a Delaware corporation (“LPP” and immediately
upon consummation of the Acquisition, the “Borrower”), Latham International Manufacturing Corp., a Delaware
corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from
time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as
Administrative Agent and L/C Issuer. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed
to such terms in the Credit Agreement.


 


Pursuant
to Section 2.06(d)(v) of the Credit Agreement, the Borrower hereby irrevocably notifies you that it accepts offers delivered in response
to the Discounted Prepayment Option Notice having an Applicable Discount equal to or greater than [●]% in respect of the
Term Loans [and [●]% in respect of the [●, 20●]25 tranche[(s)] of Term
Loans] (the “Discount”) in an aggregate amount not to exceed $[●] (the “Discounted Prepayment Amount”).


 


The Borrower expressly
agrees that this Discounted Voluntary Prepayment Notice shall be irrevocable and is subject to the provisions of Sections 2.06(d)(v)
and 2.06(d)(vii) of the Credit Agreement.


 


The
Borrower hereby represents and warrants to the Administrative Agent [and the Term Lenders][and the Term Lenders and each Lender
of the [●, 20●]26 tranche[s] of Term Loans] as follows:


 


1.                 
The Borrower will not use proceeds from Revolving Credit Loans to fund this Discounted Prepayment Amount or to make the
Discounted Voluntary Prepayment.


 


2.                 
No Specified Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment.


 


3.                 
Each of the conditions to such Discounted Voluntary Prepayment contained in Section 2.06(d) of the Credit Agreement has
been satisfied.


 





 






25 List multiple tranches if applicable.


 


26 List multiple tranches if applicable.


 






    I-3-1


     


    

 


The Borrower acknowledges
that the Administrative Agent and the relevant Term Lenders are relying on the truth and accuracy of the foregoing representations
and warranties in connection with the acceptance of any prepayment made in connection with a Discounted Prepayment Option Notice.


 


The Borrower requests
that the Administrative Agent promptly notify each of the relevant Term Lenders party to the Credit Agreement of this Discounted
Voluntary Prepayment Notice.


 


[Remainder of Page
Intentionally Left Blank]


 






    I-3-2


     


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Discounted Voluntary Prepayment Notice as of the date first above written.


 


	 	[BORROWER]
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 






    I-3-3


     


    

 


EXHIBIT J-1


 


[FORM OF]


 


U.S. TAX COMPLIANCE
CERTIFICATE


(for Foreign Lenders
That Are Not Partnerships for U.S. Federal Income Tax Purposes)


 


Reference is made
to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement”), among Latham Purchaser, Inc.,
a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”),
Latham Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition,
the “Borrower”), Latham International Manufacturing Corp., a Delaware corporation (“Holdings”),
the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate
Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer.


 


Pursuant to the provisions
of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it
is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder”
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation”
related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS
Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided in this
certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned
shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME OF LENDER]	 
	 	 
	By:  	 	 
	 	Name:	 
	 	Title:	 
	 	Date: ________ __, 20[ ]	 




 



    J-1-1


     


    





 


EXHIBIT J-2


 


[FORM OF]


 


U.S. TAX COMPLIANCE
CERTIFICATE





(for Foreign Participants
That Are Not Partnerships for U.S. Federal Income Tax Purposes)


 


Reference is made
to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement”), among Latham Purchaser, Inc.,
a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”),
Latham Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition,
the “Borrower”), Latham International Manufacturing Corp., a Delaware corporation (“Holdings”),
the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate
Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer.


 


Pursuant to the provisions
of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning
of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning
of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to the Borrower
as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has
furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as
applicable. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes,
the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such
Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be
made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 






    J-2-1


     


    

 


[NAME OF PARTICIPANT]


 



	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Date: ________ __, 20[ ]	 



 






    J-2-2


     


    

 


EXHIBIT J-3


 


[FORM OF]


 


U.S. TAX COMPLIANCE
CERTIFICATE





(for Foreign Participants
That Are Partnerships for U.S. Federal Income Tax Purposes)


 


Reference is made
to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement”), among Latham Purchaser, Inc.,
a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”),
Latham Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition,
the “Borrower”), Latham International Manufacturing Corp., a Delaware corporation (“Holdings”),
the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate
Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer.


 


Pursuant to the provisions
of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members
is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business
within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent
shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect
partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C)
of the Code.


 


The undersigned has
furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable or (ii) an IRS Form
W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the
undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either
the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such
payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME
OF PARTICIPANT]


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Date: ________ __, 20[ ]	 



 






    J-3-1


     


    

 


EXHIBIT J-4


 


[FORM OF]


 


U.S. TAX COMPLIANCE
CERTIFICATE





(for Foreign Lenders
That Are Partnerships for U.S. Federal Income Tax Purposes)


 


Reference is made
to the Credit and Guaranty Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, extended, supplemented
or otherwise modified in writing from time to time, the “Credit Agreement”), among Latham Purchaser, Inc.,
a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”),
Latham Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition,
the “Borrower”), Latham International Manufacturing Corp., a Delaware corporation (“Holdings”),
the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate
Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer.


 


Pursuant to the provisions
of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s)
(as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect
to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its
direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the
ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect
partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the
Code and


(v) none of its direct or indirect partners/members
is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned
has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each
of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable
or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative
Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in
either of the two calendar years preceding such payments.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME
OF LENDER]


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Date: ________ __, 20[ ]	 



 






    J-4-1


     


    

 


EXHIBIT K



 


LETTER OF CREDIT REPORT


 


To:         Nomura
Corporate Funding Americas, LLC, as Administrative Agent


 


		Re:	Credit
                                         and Guaranty Agreement dated as of December [        ],
                                         2018 (as amended, restated, extended, supplemented or otherwise modified in writing from
                                         time to time, the “Credit Agreement”; capitalized terms used herein
                                         and not otherwise defined shall have the meanings set forth in the Credit Agreement),
                                         among Latham Purchaser, Inc., a Delaware corporation (“Purchaser”
                                         and, prior to the consummation of the Acquisition, the “Borrower”),
                                         Latham Pool Products, Inc., a Delaware corporation (“LPP” and immediately
                                         upon consummation of the Acquisition, the “Borrower”), Latham International
                                         Manufacturing Corp., a Delaware corporation (“Holdings”), the other
                                         Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time
                                         party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents
                                         or designees), as Administrative Agent and L/C Issuer.



 


Date:                                 ,
            


 


The undersigned [insert name
of L/C Issuer] (the “L/C Issuer”) hereby delivers this report to the Administrative Agent, pursuant to the
terms of Section 2.04(n) of the Credit Agreement.


 


The L/C Issuer plans to issue, amend, renew, increase
or extend the following Letter(s) of Credit on [insert date].


 


	L/C
    No.	Current
    Face	Currency	Beneficiary	Issuance	Expiry
    Date	Auto	Date
    of	Amount
    of	Maximum
    Face
	 	Amount	 	Name	Date	 	Renewal	Amendment	Amendment	Amount
    after
	 	 	 	 	 	 	 	 	 	Amendment
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


Set forth in the table below
is a description of each Letter of Credit under which the L/C Issuer has made a payment [which the Borrower has failed to reimburse]
by the undersigned and outstanding on the date hereof.


 






    K-1


     


    

 


	L/C
    No.	Current
    Face	Currency	Beneficiary	Issuance	Expiry
    Date	Amount
    of	Date
    of	Amount
    to	Date
    of failure to
	 	Amount	 	Name	Date	 	Payment	Payment	reimburse	reimburse
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


Set forth in the table below is a description of each
Letter of Credit issued by the undersigned and outstanding on the date hereof.


 


	L/C
    No.	Maximum
    Face	Current
    Face	Currency	Beneficiary	Issuance	Expiry
    Date	Auto	Date
    of	Amount
    of
	 	Amount	Amount	 	Name	Date	 	Renewal	Amendment	Amendment
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


Delivery
of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g.
 “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 






    K-2


     


    

 


This Letter of Credit Report is executed as of the date set
forth above.


 


[L/C ISSUER],


as L/C Issuer


 


	By:	 	 
	 	Name:	 
	 	Title:	 






 






    K-3


     


    

 


EXHIBIT L


 


FORM OF SOLVENCY
CERTIFICATE


 


[●], 20[●]


 


To the Administrative Agent and each of the Lenders
party to the Credit Agreement referred to below:


 


I, the undersigned,
the [Chief Financial Officer] of Latham Purchaser, Inc., a Delaware corporation )“Purchaser” and prior
to the consummation of the Acquisition, the “Borrower”), in that capacity only and not in my individual
capacity (and without personal liability), do hereby certify as of the date hereof, and based upon facts and circumstances as
they exist as of the date hereof (and disclaiming any responsibility for changes in such fact and circumstances after the date
hereof), that:


 


This certificate is
furnished to the Administrative Agent and the Lenders pursuant to Section 4.01(a)(viii) of the Credit and Guaranty Agreement dated
as of December [__], 2018, among Borrower, Latham Pool Products, Inc., a Delaware corporation (“LPP”
and, immediately upon the consummation of the Acquisition, the “Borrower”), Latham International Manufacturing
Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party
thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents
or designees), as Administrative Agent and L/C Issuer (the “Credit Agreement”). Unless otherwise defined
herein, capitalized terms used in this certificate shall have the meanings set forth in the Credit Agreement.


 


For purposes of this certificate, the terms below
shall have the following definitions:


 


“Fair Value”


 


The amount at which
the assets (both tangible and intangible), in their entirety, of the Borrower and its Restricted Subsidiaries taken as a whole
would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having
reasonable knowledge of the relevant facts, with neither being under any compulsion to act.


 


“Present Fair
Salable Value”


 


The amount that could
be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of
the Borrower and its Restricted Subsidiaries taken as a whole are sold on a going concern basis with reasonable promptness in
an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions
can be reasonably evaluated.


 


“Stated Liabilities”


 


The recorded liabilities
(including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Restricted Subsidiaries
taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance
with GAAP consistently applied.


 


“Identified
Contingent Liabilities”


 






    L-1


     


    

 


The maximum estimated
amount of liabilities reasonably likely to result from pending litigation and other contingent liabilities of the Borrower and
its Restricted Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related
thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained
in terms of their nature and estimated magnitude by Responsible Officers of the Borrower.


 


“Can pay their
Stated Liabilities and Identified Contingent Liabilities as they mature”


 


Borrower and its Restricted
Subsidiaries taken as a whole after giving effect to the Transactions have sufficient assets and cash flow to pay their respective
Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of contingent liabilities)
otherwise become payable. For the purposes hereof, it is assumed that the indebtedness and other obligations incurred on the date
hereof will come due on their respective stated maturities.


 


“Do not have
Unreasonably Small Capital”


 


Borrower and its Restricted
Subsidiaries taken as a whole after giving effect to the Transactions have sufficient capital to ensure that it is a going concern.


 


Based on and subject
to the foregoing, I hereby certify on behalf of Borrower that after giving effect to the consummation of the Transactions, it
is my opinion that (i) each of the Fair Value and the Present Fair Salable Value of the assets of Borrower and its Restricted
Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) Borrower and its Restricted
Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) Borrower and its Restricted Subsidiaries taken
as a whole can pay their Stated Liabilities and Identified Contingent Liabilities as they mature.


 


* * *


 






    L-2


     


    

 


IN WITNESS WHEREOF,
Borrower has caused this certificate to be executed on its behalf by its [Chief Financial Officer] as of the date first written
above.


 


	 	]                                   [
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: [Chief Financial Officer]



 






    L-3