Exhibit 10.7


 


Execution Version


 


AMENDED AND
RESTATED CREDIT AGREEMENT



dated as of December 11, 2020



among



SQUARESPACE, INC.,

as the Borrower,



The Several Lenders

from Time to Time Parties Hereto,



JPMORGAN CHASE BANK, N.A.,

as the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and a Lender,



JPMORGAN CHASE BANK, N.A.,


SILICON VALLEY
BANK,


CITIZENS
BANK, N.A. and


FIFTH THIRD
BANK, NATIONAL ASSOCIATION,


as Joint
Lead Arrangers and Bookrunners,


 


SILICON VALLEY
BANK and


CITIZENS
BANK, N.A.,

as Co-Syndication Agents


 


and


 


ROYAL BANK
OF CANADA and


CAPITAL ONE,
NATIONAL ASSOCIATION,


as Co-Documentation
Agents


 






    


    


    

 


TABLE OF
CONTENTS


 


	 	 	 	Page
	 	 	 	 
	Section 1.	Definitions	 	1
	 	 	 	 
	1.1	Defined Terms	 	1
	1.2	Other Interpretive Provisions	 	60
	1.3	Accounting Terms	 	60
	1.4	Rounding	 	61
	1.5	References to Agreements Laws, Etc.	 	61
	1.6	Exchange Rates	 	61
	1.7	Interest Rates; LIBOR Notification	 	61
	1.8	Times of Day	 	62
	1.9	Timing of Payment or Performance	 	62
	1.10	Certifications	 	62
	1.11	Compliance with Certain Sections	 	62
	1.12	Pro Forma and Other Calculations	 	62
	1.13	Divisions	 	64
	 	 	 	 
	 	 	 	 
	Section 2.	Amount and Terms of Credit	 	65
	 	 	 	 
	2.1	Commitments	 	65
	2.2	Minimum Amount of Each Borrowing; Maximum Number of Borrowings	 	65
	2.3	Notice of Borrowing	 	65
	2.4	Disbursement of Funds	 	66
	2.5	Repayment of Loans; Evidence of Debt	 	67
	2.6	Conversions and Continuations	 	68
	2.7	Pro Rata Borrowings	 	69
	2.8	Interest	 	69
	2.9	Interest Periods	 	69
	2.10	Increased Costs, Illegality, Alternate Rate of Interest, Etc.	 	70
	2.11	Compensation	 	72
	2.12	Change of Lending Office	 	72
	2.13	Notice of Certain Costs	 	72
	2.14	Incremental Facilities	 	73
	2.15	Permitted Debt Exchanges	 	77
	2.16	Defaulting Lenders	 	78
	 	 	 	 
	Section 3.	Letters of Credit	 	79
	 	 	 	 
	3.1	Letters of Credit	 	79
	3.2	Letter of Credit Requests	 	81
	3.3	Letter of Credit Participations	 	82
	3.4	Agreement to Repay Letter of Credit Drawings	 	83
	3.5	Increased Costs	 	85
	3.6	New or Successor Letter of Credit Issuer	 	85
	3.7	Role of Letter of Credit Issuer	 	86
	3.8	Cash Collateral	 	87
	3.9	Applicability of ISP and UCP	 	87
	3.10	Conflict with Issuer Documents	 	87
	3.11	Letters of Credit Issued for Restricted Subsidiaries	 	88
	3.12	Provisions Related to Extended Revolving Credit Commitments	 	88



 






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	Section 4.	Fees	 	88
	 	 	 	 
	4.1	Fees	 	88
	4.2	Voluntary Reduction of Revolving Credit Commitments	 	89
	4.3	Mandatory Termination of Commitments	 	89
	 	 	 	 
	Section 5.	Payments	 	90
	 	 	 	 
	5.1	Voluntary Prepayments	 	90
	5.2	Mandatory Prepayments	 	92
	5.3	Method and Place of Payment	 	92
	5.4	Net Payments	 	92
	5.5	Computations of Interest and Fees	 	95
	5.6	Limit on Rate of Interest	 	95
	 	 	 	 
	Section 6.	Conditions Precedent to Initial Borrowing	 	96
	 	 	 	 
	6.1	Credit Documents	 	96
	6.2	Collateral	 	96
	6.3	Legal Opinions	 	96
	6.4	Closing Certificates	 	96
	6.5	Authorization of Proceedings of the Borrower and the other Credit Parties; Corporate Documents	 	96
	6.6	Fees	 	96
	6.7	Solvency Certificate	 	96
	6.8	Patriot Act	 	97
	6.9	Financial Statements	 	97
	6.10	No Default; Representations and Warranties	 	97
	6.11	Notice of Term Loan Borrowing	 	97
	6.12	Officer’s Certificate	 	97
	6.13	Existing Credit Facilities	 	97
	 	 	 	 
	Section 7.	Conditions Precedent to All Credit Events	 	97
	 	 	 	 
	7.1	No Default; Representations and Warranties	 	97
	7.2	Notice of Borrowing; Letter of Credit Request	 	97
	 	 	 	 
	Section 8.	Representations and Warranties	 	98
	 	 	 	 
	8.1	Corporate Status	 	98
	8.2	Corporate Power and Authority	 	98
	8.3	No Violation	 	98
	8.4	Litigation	 	99
	8.5	Margin Regulations	 	99
	8.6	Governmental Approvals	 	99
	8.7	Investment Company Act	 	99
	8.8	True and Complete Disclosure	 	99
	8.9	Financial Condition; Financial Statements	 	99
	8.10	Compliance with Laws; No Default	 	100
	8.11	Tax Matters	 	100
	8.12	Compliance with ERISA	 	100
	8.13	Subsidiaries	 	100
	8.14	Intellectual Property	 	100
	8.15	Environmental Laws	 	100
	8.16	Properties	 	101



 






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	8.17	Solvency	 	101
	8.18	Patriot Act	 	101
	8.19	OFAC and FCPA	 	101
	 	 	 	 
	Section 9.	Affirmative Covenants	 	102
	 	 	 	 
	9.1	Information Covenants	 	102
	9.2	Books, Records, and Inspections	 	104
	9.3	Maintenance of Insurance	 	105
	9.4	Payment of Taxes	 	105
	9.5	Preservation of Existence; Consolidated Corporate Franchises	 	105
	9.6	Compliance with Statutes, Regulations, Etc.	 	106
	9.7	ERISA	 	106
	9.8	Maintenance of Properties	 	106
	9.9	Transactions with Affiliates	 	106
	9.10	End of Fiscal Years	 	107
	9.11	Additional Guarantors and Grantors	 	107
	9.12	Pledge of Additional Stock and Evidence of Indebtedness	 	107
	9.13	Use of Proceeds	 	108
	9.14	Further Assurances	 	108
	9.15	Lines of Business	 	109
	 	 	 	 
	Section 10.	Negative Covenants	 	109
	 	 	 	 
	10.1	Limitation on Indebtedness	 	109
	10.2	Limitation on Liens	 	114
	10.3	Limitation on Fundamental Changes	 	114
	10.4	Limitation on Sale of Assets	 	116
	10.5	Limitation on Restricted Payments	 	117
	10.6	Limitation on Subsidiary Distributions	 	123
	10.7	Consolidated Total Debt to Consolidated EBITDA Ratio	 	125
	 	 	 	 
	Section 11.	Events of Default	 	125
	 	 	 	 
	11.1	Payments	 	125
	11.2	Representations, Etc.	 	125
	11.3	Covenants	 	125
	11.4	Default Under Other Agreements	 	126
	11.5	Bankruptcy, Etc.	 	126
	11.6	ERISA	 	127
	11.7	Credit Documents; Guarantee	 	127
	11.8	Pledge Agreement	 	127
	11.9	Security Agreement	 	127
	11.10	Judgments	 	127
	11.11	Change of Control	 	127
	11.12	Remedies Upon Event of Default	 	127
	11.13	Application of Proceeds	 	128
	11.14	Equity Cure	 	128
	 	 	 	 
	Section 12.	The Agents	 	129
	 	 	 	 
	12.1	Appointment	 	129
	12.2	Delegation of Duties	 	129
	12.3	Exculpatory Provisions	 	130
	12.4	Reliance by Agents	 	130
	12.5	Notice of Default	 	130



 






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	12.6	Non-Reliance on Administrative Agent, Collateral Agent, and Other Lenders	 	131
	12.7	Indemnification	 	131
	12.8	Agents in Their Individual Capacities	 	132
	12.9	Successor Agents	 	132
	12.10	Withholding Tax	 	133
	12.11	Agents Under Security Documents and Guarantee	 	133
	12.12	Right to Realize on Collateral and Enforce Guarantee	 	134
	12.13	[Reserved]	 	134
	12.14	The Administrative Agent May File Proofs of Claim	 	134
	12.15	ERISA Representation of the Lenders	 	135
	 	 	 	 
	Section 13.	Miscellaneous	 	136
	 	 	 	 
	13.1	Amendments, Waivers, and Releases	 	136
	13.2	Notices	 	139
	13.3	No Waiver; Cumulative Remedies	 	139
	13.4	Survival of Representations and Warranties	 	139
	13.5	Payment of Expenses; Limitation of Liability; Indemnification	 	140
	13.6	Successors and Assigns; Participations and Assignments	 	141
	13.7	Replacements of Lenders Under Certain Circumstances	 	144
	13.8	Adjustments; Set-off	 	145
	13.9	Counterparts	 	146
	13.10	Severability	 	146
	13.11	Integration	 	146
	13.12	GOVERNING LAW	 	146
	13.13	Submission to Jurisdiction; Waivers	 	147
	13.14	Acknowledgments	 	147
	13.15	WAIVERS OF JURY TRIAL	 	148
	13.16	Confidentiality	 	148
	13.17	Direct Website Communications	 	149
	13.18	USA PATRIOT Act	 	149
	13.19	[Reserved]	 	150
	13.20	Payments Set Aside	 	150
	13.21	No Fiduciary Duty	 	150
	13.22	[Reserved]	 	150
	13.23	Acknowledgement Regarding Any Supported QFCs	 	150
	 	 	 	 
	Section 14.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	 	151



 









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	SCHEDULES	 
	 	 
	Schedule 1.1(a)	Mortgaged Properties
	Schedule 1.1(b)	Commitments of Lenders and Letter of Credit Issuers
	Schedule 1.1(c)	Existing Letters of Credit
	Schedule 8.13	Subsidiaries
	Schedule 10.1	Restatement Effective Date Indebtedness
	Schedule 10.2	Restatement Effective Date Liens
	Schedule 10.5	Restatement Effective Date Investments
	Schedule 13.2	Notice Addresses
	 	 
	EXHIBITS	 
	 	 
	Exhibit A	Form of Joinder Agreement
	Exhibit B	Form of Guarantee
	Exhibit C	Form of Perfection Certificate
	Exhibit D	Form of Pledge Agreement
	Exhibit E	Form of Security Agreement
	Exhibit F	Form of Letter of Credit Request
	Exhibit G	Form of Credit Party Closing Certificate
	Exhibit H	Form of Assignment and Acceptance
	Exhibit I-1	Form of Promissory Note (Initial Term A Loans)
	Exhibit I-2	Form of Promissory Note (Revolving Credit Loans)
	Exhibit J-1	Form of Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit J-2	Form of Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit J-3	Form of Non-Bank Tax Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit J-4	Form of Non-Bank Tax Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit K	Form of Conversion/Continuation Notice
	Exhibit L	Form of Compliance Certificate



 






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AMENDED
AND RESTATED CREDIT AGREEMENT


 


AMENDED
AND RESTATED CREDIT AGREEMENT, dated as of December 11, 2020, among SQUARESPACE, INC., a Delaware corporation (the “Borrower”),
the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”),
and JPMORGAN CHASE BANK, N.A., as the Administrative Agent, the Collateral Agent
and a Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the meaning
provided in Section 1).


 


WHEREAS,
the Borrower is party to the Credit Agreement, dated as of December 12, 2019 (as in effect immediately prior to the effectiveness
of this Agreement, the “Original Credit Agreement”) with the Administrative Agent, the Collateral Agent and
the financial institutions party thereto as Lenders and as Letter of Credit Issuers;


 


WHEREAS,
pursuant to the Restatement Agreement (as defined below), certain Lenders agreed to, among other things (i) provide Additional
Term A Loans, (ii) extend the Initial Term A Loan Maturity Date to the date that is five years from the Restatement Effective Date,
(iii) amend the Applicable Margin applicable to Revolving Credit Loans and Initial Term A Loans and (iv) make other amendments
as set forth herein;


 


WHEREAS,
the proceeds of the Additional Term A Loans will be used, together with cash on hand of the Borrower, to finance the Restatement
Date Distribution and Restatement Date Transaction Expenses; and


 


WHEREAS,
the requisite parties to the Restatement Agreement have agreed to amend and restate the Original Credit Agreement in the form hereof
on the terms and subject to the conditions set forth in the Restatement Agreement.


 


NOW, THEREFORE,
the Original Credit Agreement shall be amended and restated on the Restatement Effective Date as follows:


 


		Section	1.               
Definitions



 


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


 


“ABR”
shall mean for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate
in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBOR Rate for a one month Interest Period on such day (or if such
day is not a Business Day, the immediately following Business Day) plus 1%; provided that for the purpose of this definition,
the Adjusted LIBOR Rate for any day shall be based on the LIBOR Screen Rate (or if the LIBOR Screen Rate is not available for such
one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the ABR due
to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBOR Rate shall be effective from and including the effective date
of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBOR Rate, respectively. If the ABR is being used as an alternate
rate of interest pursuant to Section 2.10 (for the avoidance of doubt, only until the
Benchmark Replacement has been determined pursuant
to Section 2.10(b)), then the ABR shall be the greater of clauses (a) and (b) above and shall be determined without
reference to clause (c) above. For the avoidance of doubt, if the ABR as determined pursuant to the foregoing would be less than
1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.


 


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


 


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


 


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


 






    


    


    

 


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


 


“Additional
Term A Lender” shall mean each Lender party to the Restatement Agreement in its capacity as an Additional Term A Lender.


 


“Additional
Term A Loan” shall mean an Initial Term A Loan made by the Additional Term A Lenders pursuant to the Restatement Agreement.


 


“Additional
Term A Commitment” shall mean, in the case of each Additional Term A Lender, the amount set forth opposite such Additional
Term A Lender’s name on Schedule I to the Restatement Agreement as such Additional Term A Lender’s “Additional
Term A Commitment.” The aggregate amount of the Additional Term A Commitments as of the Restatement Effective Date is $200,000,000.


 


“Adjusted
LIBOR Rate” shall mean, with respect to any Borrowing of LIBOR Loans for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBOR Rate for such Interest Period multiplied by (b)
the Statutory Reserve Rate.


 


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


 


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


 


“Administrative
Agent” shall mean JPMorgan Chase Bank, N.A., as the administrative agent for the Lenders under this Agreement and the
other Credit Documents, or any successor administrative agent pursuant to Section 12.9.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Agreement”
shall mean this Amended and Restated Credit Agreement, as the same may be amended, restated, amended and restated, extended, supplemented
or otherwise modified from time to time.


 






    2


    


    

 


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


 


(a)       from
the Restatement Effective Date until delivery of financial statements and a related Compliance Certificate for the fiscal quarter
commencing on or after the Closing Date ending December 31, 2020 pursuant to Section 9.1, (1) for LIBOR Loans that
are Revolving Credit Loans or Initial Term A Loans, 2.00 %, (2) for ABR Loans that are Revolving Credit Loans or Initial Term A
Loans, 1.00%, and (3) for Letter of Credit Fees, 2.00 % per annum; and


 


(b)       thereafter,
in connection with Initial Term A Loans, Revolving Credit Loans and Letter of Credit Fees, the percentages per annum set forth
in the table below, based upon the Consolidated Total Debt to Consolidated EBITDA Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 9.1:


 


	Status	 	Letter of 
 Credit Fees	 	 	ABR Rate for Revolving
 Credit Loans and Initial 
 Term A Loans	 	 	Adjusted LIBOR Rate for
 Revolving Credit Loans
 and Initial Term A Loans	 
	Level I Status	 	 	2.25	%	 	 	1.25	%	 	 	2.25	%
	Level II Status	 	 	2.00	%	 	 	1.00	%	 	 	2.00	%
	Level III Status	 	 	1.75	%	 	 	0.75	%	 	 	1.75	%
	Level IV Status	 	 	1.50	%	 	 	0.50	%	 	 	1.50	%
	Level V Status	 	 	1.25	%	 	 	0.25	%	 	 	1.25	%



 


Any
increase or decrease in the Applicable Margin for Revolving Credit Loans or Initial Term A Loans resulting from a change in the
Consolidated Total Debt to Consolidated EBITDA Ratio shall become effective as of the first Business Day immediately following
the date a Compliance Certificate is delivered pursuant to Section 9.1(d).


 


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


 


Notwithstanding
anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that
the Consolidated Total Debt to Consolidated EBITDA Ratio set forth in any Compliance Certificate delivered to the Administrative
Agent is inaccurate at any time and the result thereof is that the Lenders received interest or fees for any period based on an
Applicable Margin that is less than that which would have been applicable had the Consolidated Total Debt to Consolidated EBITDA
Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within
the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the
accurately determined Consolidated Total Debt to Consolidated EBITDA Ratio for such period, and any shortfall in the interest or
fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the Consolidated Total Debt
to Consolidated EBITDA Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period
were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section
11.5 has not occurred with respect to the Borrower, such shortfall shall be due and payable within five Business Days following
the written demand thereof by the Administrative Agent and no Default or Event of Default shall be deemed to have occurred as a
result of such non-payment until the expiration of such five Business Day period. In addition, in the case of Initial Term A Loans,
at the option of the Required Initial Term A Loan Lenders, and in the case of Revolving Credit Loans and Letter of Credit Fees,
at the option of the Required Revolving Credit Lenders, at any time during which the Borrower shall have failed to deliver any
of the Section 9.1 Financials by the applicable date required under Section 9.1, then the Consolidated Total Debt
to Consolidated EBITDA Ratio shall be deemed to be Level I Status, in each case, for the purposes of determining the Applicable
Margin (but only for so long as such failure continues, after which such ratio and Status shall be determined based on the then
existing Consolidated Total Debt to Consolidated EBITDA Ratio). It is acknowledged and agreed that, except as expressly set forth
in the proviso to the first sentence of this paragraph, nothing in this definition will limit the rights of the Administrative
Agent and the Lenders under the Credit Documents, including Article VII herein.


 






    3


    


    

 


“Approved
Foreign Bank” shall have the meaning provided in the definition of “Cash Equivalent.”


 


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


 


“ASC”
shall mean the Financial Accounting Standards Codification Topic.


 


“Asset
Sale” shall mean:


 


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


 


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


 


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


 


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


 


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


 


(d)     any
disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions
with an aggregate Fair Market Value of less than the greater of (a) $9,750,000 and (b) 6.50% of TTM Consolidated EBITDA at the
time of such disposition;


 


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


 


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


 


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


 


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


 


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


 


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


 






    4


    


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(t)     any
undertaking or consummation of any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby.


 


“Asset
Sale Prepayment Event” shall mean any Asset Sale subject to the Reinvestment Period allowed in Section 10.4; provided,
further, that with respect to any Asset Sale Prepayment Event, the Borrower shall not be obligated to make any prepayment
otherwise required by Section 5.2 unless and until the aggregate amount of Net Cash Proceeds from all such Asset Sale Prepayment
Events, after giving effect to the reinvestment rights set forth herein, exceeds $13,000,000 (the “Prepayment Trigger”)
in any fiscal year of the Borrower, but then from all such Net Cash Proceeds (excluding amounts below the Prepayment Trigger).


 


“Assignment
and Acceptance” shall mean (i) an assignment and acceptance substantially in the form of Exhibit H, or such other
form as may be approved by the Administrative Agent and (ii) in the case of any assignment of Term Loans in connection with a Permitted
Debt Exchange conducted in accordance with Section 2.15, such form of assignment (if any) as may be agreed by the Administrative
Agent and the Borrower in accordance with Section 2.15(a).


 


“Assignment
Taxes” shall have the meaning provided in the definition of “Other Taxes.”


 






    5


    


    

 


“Auction
Agent” shall mean (i) the Administrative Agent or (ii) any other financial institution or advisor employed by the Borrower
or any Subsidiary (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Permitted
Debt Exchange pursuant to Section 2.15 or Dutch auction pursuant to Section 13.6(h); provided that the Borrower
shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being
understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided, further,
that neither the Borrower nor any of its Subsidiaries may act as the Auction Agent.


 


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


 


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


 


“Available
Amount” shall have the meaning provided in Section 10.5(a)(4)(ii)


 


“Available
Commitment” shall mean an amount equal to the excess, if any, of (i) the amount of the Total Revolving Credit Commitment
over (ii) the sum of the aggregate principal amount of (a) all Revolving Credit Loans then outstanding and (b) the aggregate Letters
of Credit Outstanding at such time.


 


“Available
Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, any
tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or
may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for
the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period”
pursuant to clause (f) of Section 2.10.


 


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


 


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


 


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


 


“Benchmark”
shall mean, initially, the LIBOR Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an
Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBOR Rate or the
then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.10.


 


“Benchmark
Replacement” shall mean, for any Available Tenor, the first alternative set forth in the order below that can be determined
by the Administrative Agent for the applicable Benchmark Replacement Date:


 


(1)       the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2)       the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 






    6


    


    

 


(3)       the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated
syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;


 


provided that,
in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that,
notwithstanding anything to the contrary in this Agreement or in any other Credit Document, upon the occurrence of a Term SOFR
Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement”
shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set
forth in clause (1) of this definition (subject to the first proviso above).


 


If
the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement
will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents.


 


“Benchmark
Replacement Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted
Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)      for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the
order below that can be determined by the Administrative Agent:


 


(a)      the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended
by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
the applicable Corresponding Tenor;


 


(b)     the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first
set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions
to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2)     for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with
the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date
or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated
syndicated credit facilities;


 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such
Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 






    7


    


    

 


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


 


“Benchmark
Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark:


 


(1)       in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof);


 


(2)      in
the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein; or


 


(3)       in
the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the
Lenders and the Borrower pursuant to Section 2.10(c); or


 


(4)       in
the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided
to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in
Election from Lenders comprising the Required Lenders.


 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than,
the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the
Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in
the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein
with respect to all then-current Available Tenors.


 


“Benchmark
Transition Event” shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(1)      a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component
used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of
such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component
thereof);


 


(2)      a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over
the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such
Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for
such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will
cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available
Tenor of such Benchmark (or such component thereof); or


 






    8


    


    

 


(3)       a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are
no longer representative.


 


For
the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark
if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor
of such Benchmark (or the published component used in the calculation thereof.


 


“Benchmark
Unavailability Period” shall mean the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current
Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.10 and (y) ending at the
time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document
in accordance with Section 2.10.


 


“Beneficial
Ownership Certification” shall mean a certification regarding beneficial ownership required by the Beneficial Ownership
Regulation, in form and substance substantially the same as the form of Certification Regarding Beneficial Owners of Legal Entity
Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial
Markets Association.


 


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


 


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


 


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


 


“BHC
Act Affiliate” of a party shall mean an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


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


 


“Borrower”
shall have the meaning provided in the preamble hereto.


 


“Borrower
Materials” shall have the meaning provided in Section 13.17(b).


 


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


 


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


 






    9


    


    

 


“Capital
Lease” shall mean, as applied to any Person, any lease of any property (whether real, personal, or mixed) by that Person
as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a capital lease or finance lease on the balance
sheet of that Person; provided that all leases of any Person that are or would be characterized as operating leases in accordance
with GAAP immediately prior to December 15, 2019 (whether or not such operating leases were in effect on such date) shall continue
to be accounted for as operating leases (and not as Capital Leases) for purposes of this Agreement regardless of any change in
GAAP following the date that would otherwise require such leases to be recharacterized as Capital Leases.


 


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


 


“Capitalized
Lease Obligation” shall mean, at the time any determination thereof is to be made, the amount of the liability in respect
of a Capital Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding
the footnotes thereto) prepared in accordance with GAAP; provided that all obligations of any Person that are or would be
characterized as operating lease obligations in accordance with GAAP immediately prior to December 15, 2019 (whether or not such
operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and
not as Capitalized Lease Obligations) for purposes of this Agreement regardless of any change in GAAP following the date that would
otherwise require such obligations to be recharacterized as Capitalized Lease Obligations.


 


“Capitalized
Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued
as liabilities) by the Borrower and its Restricted Subsidiaries during such period in respect of purchased software or internally
developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized
costs on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries.


 


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


 


“Cash
Equivalents” shall mean:


 


(i)        Dollars,


 


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


 


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


 


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


 






    10


    


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


For
the avoidance of doubt, any items identified as Cash Equivalents under this definition will be deemed to be Cash Equivalents for
all purposes under the Credit Documents regardless of the treatment of such items under GAAP.


 


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


 


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


 






    11


    


    

 


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


 


“Casualty
Event” shall mean, with respect to any property of any Person, any loss of or damage to, or any condemnation or other
taking by a Governmental Authority of, such property for which such Person or any of its Restricted Subsidiaries receives insurance
proceeds or proceeds of a condemnation award in respect of any equipment, fixed assets, or real property (including any improvements
thereon) to replace or repair such equipment, fixed assets, or real property; provided that with respect to any Casualty
Event, the Borrower shall not be obligated to make any prepayment otherwise required by Section 5.2 unless and until the
aggregate amount of Net Cash Proceeds from all such Casualty Events, after giving effect to the reinvestment rights set forth herein,
exceeds $13,000,000 (the “Casualty Prepayment Trigger”) in any fiscal year of the Borrower, but then from all
such Net Cash Proceeds (excluding amounts below the Casualty Prepayment Trigger).


 


“Casualty
Prepayment Trigger” shall have the meaning provided in the definition of “Casualty Event.”


 


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


 


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


 


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


 


“Change
of Control” shall mean and be deemed to have occurred if (a) at any time prior to an IPO, the Permitted Holders shall
at any time not own, in the aggregate, directly or indirectly, beneficially and of record, at least 50% of the voting power of
the outstanding Voting Stock of the Borrower; or (b) at any time after an IPO, any Person, entity, or “group” (within
the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other than the Permitted Holders, shall
at any time have acquired direct or indirect beneficial ownership of a percentage of the voting power of the outstanding Voting
Stock of the Borrower or the IPO Entity that exceeds 40% thereof, unless, in the case of either clause (a) or (b) 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 (or other similar governing body) of the Borrower or the IPO Entity. For the purpose
of this definition, at any time when a majority of the outstanding Voting Stock of the Borrower is directly or indirectly owned
by a Parent Entity or, if applicable, a Parent Entity acts as the manager, managing member or general partner of the Borrower,
references in this definition to the “Borrower” shall be deemed to refer to the ultimate Parent Entity that directly
or indirectly owns such Voting Stock or acts as (or, if applicable, is a Parent Entity that directly or indirectly owns a majority
of the outstanding Voting Stock of) such manager, managing member or general partner. For purposes of this definition, (i) “beneficial
ownership” shall be as defined in Rules 13(d)-3 and 13(d)-5 under the Securities Exchange Act, (ii) the phrase Person or
 “group” is within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act, but excluding any employee
benefit plan of such Person or “group” and its subsidiaries and any Person acting in its capacity as trustee, agent
or other fiduciary or administrator of any such plan, and (iii) a Person or group shall not be deemed to beneficially own Voting
Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement
(or voting or option or similar agreement related thereto) until the consummation of the acquisition of such Voting Stock in connection
with the transactions contemplated by such agreement.


 






    12


    


    

 


“Claims”
shall have the meaning provided in the definition of “Environmental Claims.”


 


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


 


“Closing
Date” shall mean December 12, 2019.


 


“Closing
Date Term A Loans” shall mean all “Initial Term A Loans” outstanding under the Original Credit Agreement
immediately prior to the Restatement Effective Date.


 


“Co-Documentation
Agents” shall mean Royal Bank of Canada and Capital One, National Association.


 


“Co-Syndication
Agents” shall mean Silicon Valley Bank and Citizens Bank, N.A.


 


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


 


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


 


“Collateral
Agent” shall mean JPMorgan Chase Bank, N.A., as collateral agent under the Credit Documents, or any successor collateral
agent pursuant to Section 12.9.


 


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


 


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


 


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


 


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


 


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


 


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


 






    13


    


    

 



 


“Consolidated
EBITDA” shall mean, with respect to any Person and its Restricted Subsidiaries on a consolidated basis for any period,
the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period:


 


(i)            increased (without
duplication) by:


 


(a)        provision
for Taxes based on income, revenue or profits or capital, including, without limitation, U.S. federal, state, non-U.S., franchise,
excise, value added, and similar Taxes and foreign withholding Taxes of such Person and its Restricted Subsidiaries paid or accrued
during such period, including any penalties and interest related to such Taxes or arising from any Tax examinations, in each case
to the extent the same were deducted (and not added back) in computing such Consolidated Net Income, plus


 


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


 


(c)        Consolidated
Depreciation and Amortization Expense of such Person and its Restricted Subsidiaries for such period to the extent the same were
deducted (and not added back) in computing such Consolidated Net Income, plus


 


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


 


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


 


(f)         the
amount of any net income (loss) attributable to non-controlling interests in any non-Wholly-Owned Subsidiary deducted (and not
added back) in such period in calculating Consolidated Net Income, plus


 


(g)        the
amount of any indemnities and expenses paid or accrued in such period to any of Accel Growth Fund Associates L.L.C., Accel Growth
Fund Investors 2010 L.L.C., General Atlantic LLC, Index Venture Growth Associates I Limited or Yucca (Jersey) SLP or any of their
respective Affiliates (other than any portfolio company of any of the foregoing), plus


 






    	14 



     


    

 


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


 


(i)         the
amount of reasonably identifiable and factually supportable “run-rate” cost savings, operating expense reductions and
synergies that are projected by the Borrower in good faith to result from actions either taken or expected to be taken within 24
months of the determination to take such action, net of the amount of actual benefits realized prior to or during such period from
such actions (which cost savings, operating expense reductions and synergies shall be calculated on a Pro Forma Basis as though
such cost savings, operating expense reductions or synergies had been realized on the first day of such period); provided
that the aggregate amount added to Consolidated Net Income pursuant to this clause (i), together with any Pro Forma Adjustments
made pursuant to the definition of “Pro Forma Adjustment” or Section 1.12(b), in any period of four consecutive
fiscal quarters shall not exceed 30% of Consolidated EBITDA for such period (determined after giving effect to all such amounts
added to Consolidated Net Income); provided that such cap shall not apply to (A) any amounts evidenced in a quality of earnings
report obtained for any transaction prepared by a nationally recognized accounting firm that is reasonably acceptable to the Administrative
Agent (it being agreed that any of the “Big Four” accounting firms is acceptable to the Administrative Agent) or (B)
any pro forma adjustments determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Exchange Act
and as interpreted by the staff of the Securities and Exchange Commission (or any successor agency), plus


 


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


 


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


 


(l)         the
amount of expenses relating to payments made to option, phantom equity or profits interest holders of such Person or any direct
or indirect parent company of such Person in connection with, or as a result of, any distribution being made to shareholders of
such Person or its direct or indirect parent companies, which payments are being made to compensate such option, phantom equity
or profits interest holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each
case to the extent permitted under this Agreement and expenses relating to distributions made to equity holders of such Person
or its direct or indirect parent companies resulting from the application of Financial Accounting Standards Codification Topic
718— Compensation – Stock Compensation (formerly Financial Accounting Standards Board Statement No. 123 (Revised 2004)),
plus


 


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


 


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


 






    	15 



     


    

 


(o)       
any bonus or other similar payments made in connection with the Restatement Date Distribution in an aggregate amount not to exceed
$15,000,000, plus


 


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


 


(q)        [reserved],
plus


 


(r)         expenses
consisting of internal software development costs that are expensed during the period but could have been capitalized under alternative
accounting policies in accordance with GAAP, plus


 


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


 


(ii)           decreased by (without
duplication):


 


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


 


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


 


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


 


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


 






    	16 



     


    

 


(iv)          increased (to the
extent such difference is positive) or decreased (to the extent such difference is negative) by the difference of Deferred Revenue
of such Person and its Restricted Subsidiaries as of the last day of such period (the “Determination Date”)
and Deferred Revenue of such Person and its Restricted Subsidiaries as of the date that is twelve months prior to the Determination
Date.


 


For
the avoidance of doubt:


 


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


 


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


 


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


 


Notwithstanding the
foregoing, Consolidated EBITDA (a) for the fiscal quarter ended December 31, 2019, shall be deemed to be $22,148,139, (b) for the
fiscal quarter ended March 31, 2020, shall be deemed to be $20,007,806, (c) for the fiscal quarter ended June 30, 2020, shall be
deemed to be $58,026,826 and (d) for the fiscal quarter ended September 30, 2020, shall be deemed to be $49,800,500, in each case,
subject to adjustment pursuant to clause (a)(i) of this definition and pursuant to the immediately preceding paragraph.


 






    	17 



     


    

 


“Consolidated
Interest Expense” shall mean the sum of (1) cash interest expense (including that attributable to Capitalized Lease
Obligations), net of cash interest income of such Person and its Restricted Subsidiaries with respect to all outstanding Indebtedness
of such Person and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect
to letters of credit and bankers’ acceptance financing and net costs under hedging agreements, plus (2) non-cash interest
expense resulting solely from the net amortization of original issue discount and original issuance premium from the issuance or
incurrence of Indebtedness of such Person and its Restricted Subsidiaries (excluding any Indebtedness borrowed under the Original
Credit Agreement in connection with the Transactions, any Indebtedness borrowed under this Agreement in connection with the Restatement
Date Transactions and, in each case, and any permitted refinancing thereof) but excluding, for the avoidance of doubt, (a) amortization
of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest other
than referred to in clause (2) above (including as a result of the effects of acquisition method accounting or pushdown
accounting), (b) non-cash interest expense attributable to the movement of the mark-to-market valuation of Indebtedness or
obligations under Hedging Obligations or other derivative instruments pursuant to FASB Accounting Standards Codification Topic
815—Derivatives and Hedging, (c) any one-time cash costs associated with breakage in respect of hedging agreements for
interest rates, (d) commissions, discounts, yield, make-whole premium and other fees and charges (including any interest expense)
incurred in connection with any Receivables Facility, (e) any “additional interest” owing pursuant to a registration
rights agreement with respect to any securities, (f) any payments with respect to make-whole premiums or other breakage costs
of any Indebtedness, including, without limitation, any Indebtedness issued in connection with the Transactions and the Restatement
Date Transactions, (g) penalties and interest relating to Taxes, (h) accretion or accrual of discounted liabilities not
constituting Indebtedness, (i) interest expense attributable to a direct or indirect parent entity resulting from push-down
accounting, (j) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization
or purchase accounting, and (k) any interest expense attributable to the exercise of appraisal rights and the settlement of
any claims or actions (whether actual, contingent or potential), with respect thereto and with respect to the Transactions and
the Restatement Date Transactions, any acquisition or Investment permitted hereunder, all as calculated on a consolidated basis.


 


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


 


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


 


(i)            extraordinary, non-recurring
or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including any unusual or non-recurring operating
expenses directly attributable to the implementation of cost savings initiatives and any accruals or reserves in respect of any
extraordinary, non-recurring or unusual items), severance, relocation costs, integration and facilities’ or bases’
opening costs and other business optimization expenses (including related to new product introductions and other strategic or cost
savings initiatives), restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions
and adjustments to existing reserves), signing costs, retention or completion bonuses, other executive recruiting and retention
costs, transition costs, costs related to closure/consolidation of facilities or bases and curtailments or modifications to pension
and post retirement employee benefit plans (including any settlement of pension liabilities and charges resulting from changes
in estimates, valuations and judgments), shall be excluded,


 


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


 


(iii)          any gain (loss)
(less all fees and expenses relating thereto) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments
in the ordinary course of business) or discontinued operations (but if such operations are classified as discontinued due to the
fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually
disposed of), shall be excluded,


 


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


 


(v)           the Net Income for
such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method
of accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased by the amount
of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash or Cash Equivalents)
to the referent Person or a Restricted Subsidiary thereof in respect of such period,


 






    	18 



     


    

 


(vi)          [reserved],


 


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


 


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


 


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


 


(x)           (a) any non-cash compensation
expense recorded from or in connection with any share-based compensation arrangements, including grants of stock appreciation or
similar rights, incentive equity, phantom equity, stock options units, restricted stock, capital or profits interests or other
rights to employees, directors, officers, managers, consultants or independent contractors and (b) non-cash income (loss) attributable
to deferred compensation plans or trusts, shall be excluded,


 


(xi)          any fees and expenses
incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, recapitalization,
Asset Sale, issuance, or repayment of Indebtedness, issuance of Equity Interests (including any IPO of the Borrower, an IPO Entity
or any Parent Entity), 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 shall be excluded,


 


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


 


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


 


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


 


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


 






    	19 



     


    

 


“Consolidated
Total Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated Total
Debt as of such date of determination, minus unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries
on a consolidated basis in an amount not to exceed $200,000,000 to (ii) Consolidated EBITDA of the Borrower and its Restricted
Subsidiaries on a consolidated basis for the Test Period then last ended, in each case with such pro forma adjustments to Consolidated
Total Debt and Consolidated EBITDA as are appropriate.


 


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


 


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


 


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


 


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


 


“Corresponding
Tenor” with respect to any Available Tenor shall mean, as applicable, either a tenor (including overnight) or an interest
payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covered
Entity” shall mean any of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted
in accordance with, 12 C.F.R.§ 382.2(b).


 


“Covered
Party” shall have the meaning provided in Section 13.23.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	20 



     


    

 


“Daily
Simple SOFR” shall mean, for any day, SOFR, with the conventions for this rate (which will include a lookback) being
established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant
Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative
Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent
may establish another convention in its reasonable discretion.


 


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


 


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


 


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


 


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


 


“Default
Right” shall have the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 


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


 


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


 


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


 


“Deferred
Revenue” shall mean, at any date, the amount of cash and Cash Equivalents received in advance of revenue recognition
that would, in conformity with GAAP, be set forth opposite the caption “deferred revenue” (or any like caption, including
current and non-current designations) on a consolidated balance sheet at such date; provided that such balance should be
determined excluding the effects of acquisition method accounting.


 


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


 


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


 


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


 






    	21 



     


    

 


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


 


“Disqualified
Lenders” shall mean such Persons (i) that have been specified in writing to the Administrative Agent and the Joint Lead
Arrangers and Bookrunners prior to the Closing Date as being Disqualified Lenders, (ii) who are competitors of the Borrower and
its Subsidiaries that are separately identified in writing by the Borrower to the Administrative Agent from time to time, and (iii)
in the case of each of clauses (i) and (ii), any of their Affiliates (other than any such Affiliate that is affiliated
with a financial investor in such Person and that is not itself an operating company or otherwise an Affiliate of an operating
company so long as such Affiliate is a bona fide Fund) that are either (a) identified in writing by the Borrower to the Administrative
Agent by email to JPMDQ_contact@jpmorgan.com from time to time or (b) clearly identifiable solely on the basis of similarity of
such Affiliate’s name; provided that any additional designation permitted by the foregoing shall not become effective
until three (3) Business Days following delivery to the Administrative Agent by email and shall not apply retroactively to any
prior assignment or participation interest or to any trade to acquire such participation interest.


 


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


 


“Distressed
Person” shall have the meaning provided in the definition of “Lender-Related Distress Event.”


 


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


 


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


 


“Early
Opt-in Election” shall mean, if the then-current Benchmark is LIBOR Rate, the occurrence of:


 


(1)         a
notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the
other parties hereto that at least five currently outstanding dollar-denominated syndicated credit facilities at such time contain
(as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon
SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review),
and


 


(2)        the
joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBOR Rate and the provision by the Administrative
Agent of written notice of such election to the Lenders.


 


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


 


“EEA
Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, Norway and the United
Kingdom.


 






    	22 



     


    

 


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


 


“Effective
Yield” shall mean, as to any Indebtedness, the effective yield on such Indebtedness in the reasonable determination of
the Administrative Agent in consultation with the Borrower and consistent with generally accepted financial practices, taking into
account the applicable interest rate margins, any interest rate floors (the effect of which floors shall be determined in a manner
set forth in the proviso below), or similar devices and all fees, including upfront or similar fees or original issue discount
(amortized over the shorter of (i) the remaining weighted average life to maturity of such Indebtedness and (ii) the four years
following the date of incurrence thereof) payable generally to Lenders or other institutions providing such Indebtedness, but excluding
any arrangement, structuring, ticking, or other similar fees payable in connection therewith that are not generally shared with
the relevant Lenders and, if applicable, consent fees for an amendment paid generally to consenting Lenders; provided that
with respect to any Indebtedness that includes a “LIBOR floor” or “ABR floor,” (a) to the extent that the
LIBOR Rate (with an Interest Period of three months) or ABR (without giving effect to any floors in such definitions), as applicable,
on the date that the Effective Yield is being calculated is less than such floor, the amount of such difference shall be deemed
added to the interest rate margin for such Indebtedness for the purpose of calculating the Effective Yield and (b) to the extent
that the LIBOR Rate (with an Interest Period of three months) or ABR (without giving effect to any floors in such definitions),
as applicable, on the date that the Effective Yield is being calculated is greater than such floor, then the floor shall be disregarded
in calculating the Effective Yield.


 


“Electronic
Signature” shall mean an electronic sound, symbol, or process attached to, or associated with, a contract or other record
and adopted by a Person with the intent to sign, authenticate or accept such contract or record.


 


“Environment”
shall mean ambient air, indoor air, surface water, groundwater, soil, land surface and subsurface strata and natural resources
such as flora, fauna, or wetlands.


 


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


 


“Environmental
Law” shall mean any applicable federal, state, foreign, or local statute, law, rule, regulation, ordinance, code, and
rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation
thereof, including any binding judicial or administrative order, consent decree, or judgment, relating to pollution or protection
of the Environment, or protection of human health or safety (to the extent relating to human exposure to Hazardous Materials) and
including those relating to the generation, storage, treatment, transport, Release, or threat of Release of Hazardous Materials.


 


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


 


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


 


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


 






    	23 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






    	24 



     


    

 


“Excluded
Stock and Stock Equivalents” shall mean (i) any Capital Stock or Stock Equivalents with respect to which, in the reasonable
judgment of the Administrative Agent and the Borrower (as agreed to in writing), the cost or other consequences of pledging such
Capital Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the
benefits to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Capital Stock and Stock Equivalents
of any Foreign Subsidiary or any CFC Holding Company, any Voting Stock or Stock Equivalents of any class of such Foreign Subsidiary
or such CFC Holding Company in excess of 65% of the outstanding Voting Stock of such class, (iii) any Capital Stock or Stock
Equivalents of any direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC or a CFC Holding Company, (iv) any Capital
Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable law (including any legally effective requirement
to obtain the consent of any Governmental Authority unless such consent has been obtained), (v) in the case of (A) any
Capital Stock or Stock Equivalents of any Subsidiary acquired after the Closing Date to the extent such Capital Stock or Stock
Equivalents are subject to a Lien permitted by clause (ix) of the definition of “Permitted Liens” or (B) any
Capital Stock or Stock Equivalents of any Subsidiary that is not a Wholly-Owned Subsidiary of the Borrower and its Subsidiaries
at the time such Subsidiary becomes a Subsidiary, any Capital Stock or Stock Equivalents of each such Subsidiary described in clause
(A) or (B) to the extent (I) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual
Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable
law and other than proceeds thereof the assignment of which is expressly deemed effective under the Uniform Commercial Code or
other applicable law notwithstanding such prohibition or restriction), (II) any Contractual Requirement prohibits such a pledge
without the consent of any other party; provided that this clause (II) shall not apply if (x) such other party is
a Credit Party or Wholly-Owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that
the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such
Contractual Requirement or replacement or renewal thereof is in effect, or (III) a pledge thereof to secure the Obligations would
give any other party (other than a Credit Party or Wholly-Owned Subsidiary) to any contract, agreement, instrument, or indenture
governing such Capital Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment
provisions which are ineffective under the Uniform Commercial Code or other applicable law and other than proceeds thereof the
assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such
prohibition or restriction), (vi) any Capital Stock or Stock Equivalents of any Subsidiary of the Borrower to the extent that
the pledge of such Capital Stock or Stock Equivalents would result in materially adverse Tax consequences to the Borrower or any
Subsidiary as reasonably determined by the Borrower in consultation with the Administrative Agent, (vii) any Capital Stock or Stock
Equivalents that are margin stock, and (viii) any Capital Stock and Stock Equivalents of any Subsidiary that is not a Material
Subsidiary (except to the extent a security interest therein can be perfected by filing of a UCC-1 financing statement) or is an
Unrestricted Subsidiary, a captive insurance Subsidiary, an SPV or any special purpose entity.


 


“Excluded
Subsidiary” shall mean (i) each Subsidiary, in each case, for so long as any such Subsidiary does not (on a consolidated
basis with its Restricted Subsidiaries) constitute a Material Subsidiary, (ii) each Subsidiary that is not a Wholly-Owned
Subsidiary on any date such Subsidiary becomes a Subsidiary (for so long as such Subsidiary remains a non-Wholly-Owned Restricted
Subsidiary), (iii) any CFC Holding Company, (iv) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary that is a
CFC, (v) any Foreign Subsidiary, (vi) each Subsidiary that is prohibited by any applicable Contractual Requirement not entered
into to circumvent the guarantee requirements thereunder or any applicable law from guaranteeing or granting Liens to secure the
Obligations at the time such Subsidiary becomes a Restricted Subsidiary and for so long as such restriction or any replacement
or renewal thereof is in effect or would require governmental (including regulatory) consent, approval, license or authorization
to guarantee or grant such Liens to secure the Obligations (unless such consent, approval, license or authorization has been received),
(vii) each Subsidiary with respect to which, as reasonably determined by the Borrower in consultation with the Administrative Agent,
the consequence of providing a Guarantee of the Obligations would adversely affect the ability of the Borrower and its Subsidiaries
to satisfy applicable law, (viii) any other Subsidiary with respect to which, (a) in the reasonable judgment of the Administrative
Agent and the Borrower, as agreed in writing, the cost or other consequences of providing a Guarantee of the Obligations shall
be excessive in view of the benefits to be obtained by the Lenders therefrom or (b) providing such a Guarantee would result in
material adverse Tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, (ix) each
Unrestricted Subsidiary, (x) any Receivables Subsidiary, (xi) each other Subsidiary acquired pursuant to a Permitted Acquisition
or other Investment permitted hereunder and financed with assumed secured Indebtedness permitted hereunder, and each Restricted
Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such Indebtedness, in
each case to the extent that, and for so long as, the documentation relating to such Indebtedness to which such Subsidiary is a
party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such
Permitted Acquisition or other Investment permitted hereunder and (xii) each SPV or not-for-profit Subsidiary and captive insurance
company.


 


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


 






    	25 



     


    

 


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


 


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


 


“Existing
Credit Facilities” shall mean the credit facilities under that certain Loan and Security Agreement dated as of August
31, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Closing Date) between Silicon
Valley Bank and the Borrower.


 


“Existing
Letter of Credit” shall mean each Letter of Credit set forth on Schedule 1.1(c).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Extended
Revolving Loan Maturity Date” shall mean the date on which any tranche of Extended Revolving Credit Loans matures.


 


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


 


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


 


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


 


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


 






    	26 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“FCPA”
shall have the meaning provided in Section 8.19(b).


 


“Federal
Funds Effective Rate” shall mean, for any day, the rate calculated by the NYFRB based on such day’s federal funds
transactions by depositary institutions, as determined in such manner as shall be set forth on the Federal Reserve Bank of New
York’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal
funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall
be deemed to be zero for the purposes of this Agreement.


 


“Federal
Reserve Bank of New York’s Website” shall mean the website of the NYFRB at http://www.newyorkfed.org, or any successor
source.


 


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


 


“Fixed
Charge Coverage Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated EBITDA of the Borrower
and its Restricted Subsidiaries on a consolidated basis for the Test Period then last ended to (ii) the Fixed Charges of the Borrower
and its Restricted Subsidiaries on a consolidated basis for such Test Period. In the event that Borrower or any Restricted Subsidiary
incurs, assumes, guarantees, redeems, retires, or extinguishes any Indebtedness or issues or redeems Disqualified Stock, preferred
stock (including any Designated Preferred Stock) or any Refunding Capital Stock subsequent to the commencement of the Test Period
but prior to or simultaneously with the date of determination, then the Fixed Charge Coverage Ratio shall be calculated giving
Pro Forma Effect to such incurrence, assumption, guarantee, redemption, retirement, or extinguishment of Indebtedness, or such
issuance or redemption of Disqualified Stock, preferred stock (including any Designated Preferred Stock) or any Refunding Capital
Stock (in each case, including a pro forma application of the net proceeds therefrom), as if the same had occurred at the beginning
of the Test Period.


 


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


 


(i)            Consolidated Interest
Expense of such Person and its Restricted Subsidiaries for such period,


 






    	27 



     


    

 


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


 


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


 


“Flood
Insurance Laws” shall mean, 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,
(iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters
Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.


 


“Floor”
shall mean the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to LIBOR Rate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“GAAP”
shall mean generally accepted accounting principles in the United States, as in effect from time to time; provided, however,
that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate
the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision,
regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until
such notice shall have been withdrawn or such provision amended in accordance herewith. Furthermore, at any time after the Closing
Date, the Borrower may elect to apply International Financial Reporting Standards (“IFRS”) accounting principles
in lieu of GAAP and, upon any such election, references herein to GAAP and GAAP concepts shall thereafter be construed to refer
to IFRS and corresponding IFRS concepts (except as otherwise provided in this Agreement); provided any such election, once
made, shall be irrevocable; provided, further, that any calculation or determination in this Agreement that requires
the application of GAAP for periods that include fiscal quarters ended prior to the Borrower’s election to apply IFRS shall
remain as previously calculated or determined in accordance with GAAP. The Borrower shall give written notice of any such election
made in accordance with this definition to the Administrative Agent. Notwithstanding any other provision contained herein, the
amount of any Indebtedness under GAAP with respect to Capitalized Lease Obligations shall be determined in accordance with the
definition of “Capitalized Lease Obligations.”


 






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“Governmental
Authority” shall mean any nation, sovereign, or government, any state, province, territory, or other political subdivision
thereof, and any entity or authority exercising executive, legislative, judicial, taxing, regulatory, or administrative functions
of or pertaining to government, including a central bank or stock exchange (including any supranational bodies such as the European
Union or the European Central Bank).


 


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


 


“Guarantee”
shall mean (i) the Guarantee made by the Borrower and each other Guarantor in favor of the Collateral Agent for the benefit of
the Secured Parties, substantially in the form of Exhibit (B) hereto and dated as of the Closing Date and (ii) any
other guarantee of the Obligations made by a Restricted Subsidiary in form and substance reasonably acceptable to the Administrative
Agent, in each case as the same may be amended, supplemented or otherwise modified from time to time.


 


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


 


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


 


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


 


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


 


“Hedge
Bank” shall mean (i) any Person that, at the time it enters into a Hedge Agreement, is a Lender, an Agent or an Affiliate
of a Lender or an Agent and (ii) with respect to any Hedge Agreement with the Borrower or any Restricted Subsidiary entered into
prior to the Closing Date, any Person that is a Lender or an Agent or an Affiliate of a Lender or an Agent on the Closing Date.


 






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


 


“Historical
Financial Statements” shall mean (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as
at December 31, 2017, December 31, 2018 and December 31, 2019, and the related audited consolidated statements of income and cash
flow of the Borrower and its Subsidiaries for the years ended December 31, 2017, December 31, 2018 and December 31, 2019 and (ii)
the unaudited interim consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal quarters ending March 31,
2020, June 30, 2020 and September 30, 2020 and the related unaudited consolidated statements of income and cash flow of the Borrower
and its Subsidiaries for fiscal quarters ending March 31, 2020, June 30, 2020 and September 30, 2020.


 


“IBA”
shall have the meaning assigned to such term in Section 1.7.


 


“ICC”
shall have the meaning provided in the definition of “UCP.”


 


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


 


“Impacted
Interest Period” shall have the meaning assigned to it in the definition of “LIBOR Rate.”


 


“Increase
Period” shall have the meaning provided in Section 10.7.


 


“Increased
Amount Date” shall mean, with respect to any Incremental Loan Commitments, the date on which such Incremental Loan Commitments
shall be effective.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Indebtedness”
shall mean, with respect to any Person, (i) any indebtedness (including principal and premium) of such Person, whether or not contingent
(a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures, or similar instruments or letters of credit or
bankers’ acceptances (or, without double counting, reimbursement agreements in respect thereof), (c) representing the balance
deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), or (d) representing any Hedging
Obligations, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations)
would appear as a net liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with
GAAP; provided that Indebtedness of any direct or indirect parent company appearing upon the balance sheet of the Borrower
solely by reason of push down accounting under GAAP shall be excluded, (ii) to the extent not otherwise included, any obligation
by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause
(i) of another Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than
by endorsement of negotiable instruments for collection in the ordinary course of business, and (iii) to the extent not otherwise
included, the obligations of the type referred to in clause (i) of another Person secured by a Lien on any asset owned by
such Person, whether or not such Indebtedness is assumed by such Person; provided that notwithstanding the foregoing, Indebtedness
shall be deemed not to include (1) Contingent Obligations incurred in the ordinary course of business, (2) obligations under or
in respect of Receivables Facilities, (3) prepaid or deferred revenue arising in the ordinary course of business, (4) purchase
price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy
warrants or other unperformed obligations of the seller of such asset, (5) any balance that constitutes a trade payable or similar
obligation to a trade creditor, accrued in the ordinary course of business, (6) any earn-out obligation until such obligation,
within 60 days of becoming due and payable, has not been paid and such obligation is reflected as a liability on the balance sheet
of such Person in accordance with GAAP, (7) any obligations attributable to the exercise of appraisal rights and the settlement
of any claims or actions (whether actual, contingent or potential) with respect thereto, (8) accrued expenses and royalties or
(9) asset retirement obligations and obligations in respect of workers’ compensation (including pensions and retiree medical
care) that are not overdue by more than 60 days. The amount of Indebtedness of any Person for purposes of clause (iii) above
shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (x) the aggregate unpaid
amount of such Indebtedness and (y) the Fair Market Value of the property encumbered thereby as determined by such Person in good
faith.


 


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


 


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


 


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


 


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


 


“Initial
Revolving Credit Commitments” shall mean the Revolving Credit Commitments in effect on the Closing Date.


 


“Initial
Term A Loan” shall mean, collectively, Closing Date Initial Term A Loans and Additional Term A Loans. The aggregate principal
amount of the Initial Term A Loans outstanding on the Restatement Effective Date, after giving effect to the funding of the Additional
Term A Loans, is $543,437,500.


 


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


 


“Initial
Term A Loan Maturity Date” shall mean December 11, 2025 or, if such date is not a Business Day, the immediately following
Business Day.


 






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


 


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


 


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


 


“Interpolated
Rate” shall mean, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places
as the LIBOR Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate for the longest
period for (which the LIBOR Screen Rate is available) that is shorter than the Impacted Interest Period; and (b) the LIBOR Screen
Rate for the shortest period (for which that LIBOR Screen Rate is available) that exceeds the Impacted Interest Period, in each
case, at such time.


 


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


 


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


 


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


 


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


 


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


 






    	32 



     


    

 


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


 


“Investment
Grade Securities” shall mean:


 


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


 


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


 


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


 


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


 


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


 


“IPO”
shall mean (a) the initial underwritten public offering (other than a public offering pursuant to a registration statement on Form
S-8) of common Equity Interests in an IPO Entity, (b) any transaction or series of transactions that results in any common equity
interests of the IPO Entity being publicly traded on any United States national securities exchange or over the counter market,
or any analogous exchange or market in Canada, Ireland, the United Kingdom or any country of the European Union or (c) the acquisition,
purchase, merger or combination of an IPO Entity, by, or with, a publicly traded special acquisition company that (i) is an
entity organized or existing under the laws of the United States, any State thereof or the District of Columbia, (ii) prior
to the IPO, shall have engaged in no business or activities in any material respect other than activities related to becoming and
acting as a publicly traded special acquisition company and entry into the IPO and (iii) immediately prior to the IPO, shall
have no material assets other than cash and Cash Equivalents.


 


“IPO
Entity” shall mean, at any time at and after an IPO, the Borrower or a Parent Entity of the Borrower, as the case may
be, the Capital Stock in which were issued or otherwise sold pursuant to the IPO or, in the case of an IPO described in clause
(b) of the definition thereof, the publicly traded entity immediately following such IPO, so long as such entity is the
Borrower or a Parent Entity of the Borrower.


 


“IPO
Listco” shall mean a wholly owned subsidiary of the Borrower formed in contemplation of an IPO to become the IPO Entity.
The Borrower shall, promptly following its formation, notify the Administrative Agent of the formation of any IPO Listco.


  


“IPO
Reorganization Transactions” shall mean, collectively, the transactions taken in connection with and reasonably related
to consummating an IPO, including (a) formation and ownership of IPO Shell Companies, (b) entry into, and performance
of, (i) a reorganization agreement among any of the Borrower, its Subsidiaries, Parent Entities and/or IPO Shell Companies
implementing IPO Reorganization Transactions and other reorganization transactions in connection with an IPO so long as after giving
effect to such agreement and the transactions contemplated thereby, the security interests of the Secured Parties in the Collateral
and the Guarantees of the Obligations, taken as a whole, would not be materially impaired and (ii) customary underwriting
agreements in connection with an IPO and any future follow-on underwritten public offerings of common Equity Interests in the IPO
Entity, including the provision by IPO Entity and the Borrower of customary representations, warranties, covenants and indemnification
to the underwriters thereunder, (c) the merger of an IPO Subsidiary with one or more direct or indirect holders of Equity
Interests in the Borrower with such IPO Subsidiary surviving and holding Equity Interests in the Borrower and no other material
assets or the dividend or other distribution by the Borrower of Equity Interests of IPO Shell Companies or other transfer of ownership
to the holder of Equity Interests of the Borrower, (d) the amendment and/or restatement of organization documents of the Borrower
and any IPO Subsidiaries, (e) the issuance of Equity Interests of IPO Shell Companies to holders of Equity Interests of the Borrower
in connection with any IPO Reorganization Transactions, (f) the making of Restricted Payments to (or Investments in) an IPO Shell
Company or the Borrower or any Subsidiaries to permit the Borrower to make distributions or other transfers, directly or indirectly,
to IPO Listco, in each case solely for the purpose of paying, and solely in the amounts necessary for IPO Listco to pay, IPO-related
expenses and the making of such distributions by the Borrower, (g) the repurchase by IPO Listco of its Equity Interests from the
Borrower or any Subsidiary, (h) the entry into an exchange agreement, pursuant to which holders of Equity Interests in the Borrower
and certain non-economic/voting Equity Interests in IPO Listco will be permitted to exchange such interests for certain economic/voting
Equity Interests in IPO Listco, (i) any issuance, dividend or distribution of the Equity Interests of the IPO Shell Companies
or other disposition of ownership thereof to the IPO Shell Companies and/or the direct or indirect holders of Equity Interests
of the Borrower and (j) all other transactions reasonably incidental to, or necessary for the consummation of, the foregoing so
long as after giving effect to such agreement and the transactions contemplated thereby, the security interests of the Lenders
in the Collateral and the Guarantees of the Obligations, taken as a whole, would not be materially impaired.


 






    	33 



     


    

 



 


“IPO
Shell Company” shall mean each of IPO Listco and IPO Subsidiary.


 


“IPO
Subsidiary” shall mean a wholly owned subsidiary of IPO Listco formed in contemplation of, and to facilitate, IPO Reorganization
Transactions and an IPO. The Borrower shall, promptly following its formation, notify the Administrative Agent of the formation
of an IPO Subsidiary.


 


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


 


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


 


“Joinder
Agreement” shall mean an agreement substantially in the form of Exhibit A, which may include additional provisions
to ensure fungibility of the Loans and to provide for mechanics for borrowings in currencies other than Dollars.


 


“Joint
Lead Arrangers and Bookrunners” shall mean JPMorgan Chase Bank, N.A., Silicon Valley Bank, Citizens Bank, N.A. and Fifth
Third Bank, National Association.


 


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


 


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


 


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


 


“L/C
Obligations” shall mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unpaid Drawings, including all L/C Borrowings. For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason
of the operation of Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time
shall be deemed to be the stated amount of such Letter of Credit in effect at such time.


 






    34 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Lender-Related
Person” shall have the meaning assigned to it in Section 13.5.


 


“Letter
of Credit” shall mean each letter of credit issued pursuant to Section 3.1(a).


 


“Letter
of Credit Commitment” shall mean, initially (a) with respect to each Letter of Credit Issuer, the commitment of such
Letter of Credit Issuer to issue Letters of Credit up to the amount set forth opposite the name of such Letter of Credit Issuer
on Schedule 1.1(b) hereto, with such commitments totaling $15,000,000 in the aggregate, as the same may be reduced from
time to time pursuant to Section 3.1 and (b) after the addition of any other Letter of Credit Issuer as referenced in the
definition of “Letter of Credit Issuers,” the percentage agreed to between such additional Letter of Credit Issuer
and the Borrower (with the Letter of Credit Issuer Commitments of each pre-existing Letter of Credit Issuer as elected by the Borrower
in consultation with each such pre-existing Letter of Credit Issuer).


 






    35 


     


    

 


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


 


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


 


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


 


“Letter
of Credit Issuer” shall mean (i) JPMorgan Chase Bank, N.A., (ii) Silicon Valley Bank, (iii) any of their respective Affiliates
or branches and (iv) any other Revolving Credit Lender that becomes an Letter of Credit Issuer in accordance with Section 3.6,
in each case, in its capacity as an issuer of Letters of Credit hereunder, or any replacement or successor issuer of Letters of
Credit hereunder. In the event that there is more than one Letter of Credit Issuer at any time, references herein and in the other
Credit Documents to the Letter of Credit Issuer shall be deemed to refer to the Letter of Credit Issuer in respect of the applicable
Letter of Credit or to all Letter of Credit Issuers, as the context requires.


 


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


 


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


 


“Level
I Status” shall mean, on any date, the Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or equal
to 3.50 to 1.00 as of such date.


 


“Level
II Status” shall mean, on any date, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 3.50 to 1.00
but greater than or equal to 3.00 to 1.00 as of such date.


 


“Level
III Status” shall mean, on any date, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 3.00 to 1.00
but greater than or equal to 2.50 to 1.00 as of such date.


 


“Level
IV Status” shall mean, on any date, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 2.50 to 1.00
but greater than or equal to 1.00 to 1.00 as of such date.


 


“Level
V Status” shall mean, on any date, the Consolidated Total Debt to Consolidated EBITDA Ratio is less than 1.00 to 1.00
as of such date.


 


“Liabilities”
shall mean any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.


 


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


 


“LIBOR
Rate” shall mean, with respect to any Borrowing of LIBOR Loans for any Interest Period, the LIBOR Screen Rate at the
Reference Time; provided that if the LIBOR Screen Rate shall not be available at such time for such Interest Period (an
 “Impacted Interest Period”) then the LIBOR Rate shall be the Interpolated Rate.


 






    36 


     


    

 


“LIBOR
Screen Rate” shall mean, for any day and time, with respect to any Borrowing of LIBOR Loans for any Interest Period,
the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration
of such rate for Dollars for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01
or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen,
on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information
service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion)); provided
that if the LIBOR Screen Rate as so determined would be less than zero, such rate shall be deemed to zero for the purposes of this
Agreement.


 


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


 


“Limited
Condition Transaction” shall mean any transaction by one or more of the Borrower and its Restricted Subsidiaries whose
consummation is not conditioned on the availability of, or on obtaining, third party financing.


 


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


 


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


 


“Material
Adverse Effect” shall mean a material adverse effect on (i) the business, assets, operations, properties, or financial
condition of the Borrower and its Subsidiaries, taken as a whole, (ii) the ability of the Borrower and the other Credit Parties,
taken as a whole, to perform their payment obligations under this Agreement or any of the other Credit Documents or (iii) the rights
and remedies of the Administrative Agent and the Lenders under the Credit Documents.


 


“Material
Intellectual Property” shall mean Intellectual Property that is material to the business of the Borrower and its Subsidiaries
(taken as a whole).


 


“Material
Permitted Acquisition” shall mean any Permitted Acquisition in excess of $25,000,000.


 


“Material
Subsidiary” shall mean, at any date of determination, each Restricted Subsidiary (i) whose total assets at the last
day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered
were equal to or greater than 5.0% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries at such date
or (ii) whose revenues during such Test Period were equal to or greater than 5.0% of the consolidated revenues of the Borrower
and its Restricted Subsidiaries for such period, in each case determined in accordance with GAAP; provided that if, at any
time and from time to time after the Closing Date, Restricted Subsidiaries that are not Material Subsidiaries (other than Subsidiaries
that are Excluded Subsidiaries by virtue of any of clauses (ii) through (xii) of the definition of “Excluded
Subsidiary”) have, in the aggregate, (a) total assets at the last day of such Test Period equal to or greater than 10% of
the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries at such date or (b) revenues during such Test Period
equal to or greater than 10% of the consolidated revenues of the Borrower and its Restricted Subsidiaries for such period, in each
case determined in accordance with GAAP, then the Borrower shall, on the date on which financial statements for such quarter are
delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Restricted Subsidiaries
as Material Subsidiaries for each fiscal period until this proviso is no longer applicable.


 


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


 






    37 


     


    

 


“Maximum
Incremental Facilities Amount” shall mean, at any date of determination, an aggregate principal amount equal to $200,000,000.


 


“Minimum
Borrowing Amount” shall mean (i) with respect to a Borrowing of LIBOR Loans, $500,000 (or, if less, the entire remaining
applicable Commitments at the time of such Borrowing), and (ii) with respect to a Borrowing of ABR Loans, $100,000 (or, if less,
the entire remaining applicable Commitments at the time of such Borrowing).


 


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


 


“Minimum
Tender Condition” shall have the meaning provided in Section 2.15(b).


 


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


 


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


 


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


 


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


 


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


 


(a)     the
amount, if any, of all Taxes (including in connection with any repatriation of funds) paid or estimated to be payable by the Borrower
or any of the Restricted Subsidiaries in connection with such Prepayment Event,


 


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


 


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


 






    38 


     


    

 


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


 


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


 


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


 


(g)    all
fees and out-of-pocket expenses paid by the Borrower or a Restricted Subsidiary in connection with any of the foregoing (for the
avoidance of doubt, including, attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related
search and recording charges, transfer Taxes, deed or mortgage recording Taxes, underwriting discounts and commissions, other customary
expenses, and brokerage, consultant, accountant, and other customary fees),


 


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


 


“Net
Income” shall mean, with respect to any Person and its Restricted Subsidiaries on a consolidated basis for any period,
the net income (loss) of such Person and its Restricted Subsidiaries, determined in accordance with GAAP and before any reduction
in respect of preferred stock dividends.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    39 


     


    

 


“NYFRB”
shall mean the Federal Reserve Bank of New York.


 


“NYFRB
Rate” shall mean, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the
Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately following Business
Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate”
shall mean the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from
a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so
determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“NYFRB’s
Website” shall mean the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


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


 


“OFAC”
shall have the meaning provided in Section 8.19(c).


 


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


 


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


 


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


 


“Overnight
Bank Funding Rate” shall mean, for any day, the rate comprised of both overnight federal funds and overnight borrowings
of LIBOR Loans by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB
as set forth on the Federal Reserve Bank of New York’s Website from time to time, and published on the next succeeding Business
Day by the NYFRB as an overnight bank funding rate.


 


“Parent
Entity” shall mean any Person that is a direct or indirect parent company (which may be organized as, among other things,
a partnership), including any managing member, of the Borrower, as applicable.


 






    40 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Perfection
Exceptions” shall mean that, except as otherwise elected by the Borrower in its sole discretion, no Credit Party shall
be required, nor shall any Agent be authorized, to (i) enter into control agreements with respect to, or otherwise perfect any
security interest granted under the Security Documents by “control” (or similar arrangements) over, commodities accounts,
securities accounts, deposit accounts, futures accounts, other bank accounts, cash and cash equivalents and accounts related to
the clearing, payment processing and similar operations of the Borrower and its Subsidiaries, (ii) perfect the security interest
granted under the Security Documents in the following other than by the filing of a UCC financing statement: (1) letter-of-credit
rights (as defined in the UCC), (2) commercial tort claims (as defined in the UCC), (3) Fixtures (as defined in the UCC),
except to the extent that the same are Equipment (as defined in the UCC) or are related to real property covered or intended by
the Credit Documents to be covered by a Mortgage and (4) assigned agreements, (iii) send notices to account debtors or other contractual
third-parties unless an Event of Default has occurred and is continuing, (iv) enter into any security documents to be governed
by the law of any jurisdiction in which assets are located other than the laws of the United States, any state thereof, or the
District of Columbia, (v) deliver or provide (or take any actions with respect to obtaining) any leasehold mortgages, mortgages
(with respect to any real property other than Mortgaged Property), landlord waivers, estoppels or collateral access letters or
(vi) except as required by the Security Documents, enter into any source code escrow agreement or register any Intellectual Property.


 


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


 


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


 


“Permitted
Debt Exchange” shall have the meaning provided in Section 2.15(a).


 


“Permitted
Debt Exchange Notes” shall have the meaning provided in Section 2.15(a).


 


“Permitted
Debt Exchange Offer” shall have the meaning provided in Section 2.15(a).


 


“Permitted
Holders” shall mean each of Accel Growth Fund Associates L.L.C., Accel Growth Fund Investors 2010 L.L.C., General Atlantic
LLC, Index Venture Growth Associates I Limited, Yucca (Jersey) SLP, Anthony Casalena and, in each case, their respective Affiliates
(other than any portfolio company of any of the foregoing), management investment vehicles, and, with respect to any natural person
that is a Permitted Holder, estates, descendants, family members, spouses and former spouses and any trusts, limited liability
companies, corporations, partnerships or other entities for the benefit of, or controlled by, any such natural person that is a
Permitted Holder.


 






    41 


     


    

 


“Permitted
Investments” shall mean:


 


(i)       any Investment in
the Borrower or any Restricted Subsidiary;


 


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


 


(iii)     any Investment by
the Borrower or any Restricted Subsidiary in a Person that is engaged in a Similar Business if as a result of such Investment (a
 “Permitted Acquisition”), (1) such Person becomes a Restricted Subsidiary or (2) such Person, in one transaction
or a series of related transactions, is merged, consolidated, or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, and, in each case, any Investment held by
such Person so long as, in the case of any Investment held by such Person as of the date of such acquisition, merger, consolidation
or transfer, such Investment was not made by such Person in contemplation of such acquisition, merger, consolidation or transfer;


 


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


 


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


 


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


 


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


 


(viii)   [reserved];


 


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


 


(x)      guarantees of Indebtedness
permitted under Section 10.1;


 


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


 






    42 


     


    

 


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


 


(xiii)   additional Investments
having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (xiii) that
are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such
sale do not consist of cash or marketable securities), not to exceed the greater of (a) $22,500,000 and (b) 15.0% of TTM Consolidated
EBITDA at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without
giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause
(xiii) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person
becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause
(i) above and shall cease to have been made pursuant to this clause (xiii) for so long as such Person continues to be
a Restricted Subsidiary;


 


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


 


(xv)    advances to, or guarantees
of Indebtedness of, employees not in excess of the greater of (a) $9,750,000 and (b) 6.50% of TTM Consolidated EBITDA at the time
of such Investment;


 


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


 


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


 


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


 


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


 


(xx)     Investments made
in the ordinary course of business in connection with obtaining, maintaining or renewing client, franchisee and customer contracts
and loans or advances made to, and guarantees with respect to obligations of, franchisees, distributors, suppliers, licensors and
licensees in the ordinary course of business;


 


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


 


(xxii)   contributions to
a “rabbi” trust for the benefit of employees, directors, officers, managers, consultants, independent contractors or
other service providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower;


 


(xxiii)  Investments by
an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary
pursuant to the definition of “Unrestricted Subsidiary;”


 






    43 


     


    

 


(xxiii) Borrower
and its Subsidiaries may undertake or consummate any IPO Reorganization Transaction and transactions relating thereto or contemplated
thereby;


 


(xxv) Investments
and other acquisitions to the extent that payment for such Investments is made with Capital Stock of the Borrower (or any Parent
Entity thereof or the IPO Entity); and


 


(xxvi) loans and advances
to any Parent Entity in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted
Payments in respect thereof), Restricted Payments to the extent permitted to be made to such Parent Entity; provided that any such
loan or advance shall reduce the amount of such applicable Restricted Payments thereafter permitted by a corresponding amount;
provided further that any conditions, if any, to the making of such Restricted Payment shall be satisfied.


 


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


 


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


 


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


 


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


 


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


 


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


 


(vi)     Liens securing Indebtedness
permitted to be outstanding pursuant to clause (a), (d) or (y) of Section 10.1; provided that,
(a) in the case of clause (d) of Section 10.1, such Lien may not extend to any property or equipment (or assets affixed
or appurtenant thereto) other than the property or equipment being financed or refinanced under such clause (d) of Section
10.1, replacements of such property, equipment or assets, and additions and accessions and in the case of multiple financings
of equipment provided by any lender, other equipment financed by such lender and (b) in the case of clause (y) of Section
10.1, such Lien may not extend to any assets other than the assets owned by non-Credit Parties that are joint ventures;


 






    44 


     


    

 


(vii)    subject to Section
9.14, other than with respect to Mortgaged Property, Liens existing on the Restatement Effective Date; provided that
any Lien securing Indebtedness or other obligations in excess of $1,000,000 shall be listed on Schedule 10.2 and, in each
case, any modifications, replacements, renewals, or extensions thereof;


 


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


 


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


 


(x)      Liens on property
of any Restricted Subsidiary that is not a Credit Party, which Liens secure Indebtedness of such Restricted Subsidiary or another
Restricted Subsidiary that is not a Credit Party, in each case, to the extent permitted under Section 10.1;


 


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


 


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


 


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


 


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


 


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


 






    45 


     


    

 


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


 


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


 


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


 


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


 


(xx)     other Liens securing
obligations (including Capitalized Lease Obligations) which do not exceed the greater of (a) $52,500,000 and (b) 35.0% of
TTM Consolidated EBITDA at the time of the incurrence of such Lien;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    46 


     


    

 


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


 


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


 


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


 


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


 


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


 


(xxxiii) Liens arising
under the Security Documents;


 


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


 


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


 


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


 


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


 


(xxxviii) to the extent
pursuant to a Requirements of Law, Liens on cash or Permitted Investments securing Swap Obligations in the ordinary course of business.


 


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


 






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“Permitted
Other Indebtedness” shall mean unsecured subordinated or senior Indebtedness, in each case issued or incurred by the
Borrower (a) the terms of which do not provide for any scheduled repayment, mandatory repayment, or redemption or sinking fund
obligations prior to, at the time of incurrence, the Latest Term Loan Maturity Date (other than, in each case, customary offers
or obligations to repurchase or repay upon a change of control, excess cash flow sweep, asset sale, or casualty or condemnation
event, and customary acceleration rights after an event of default), (b) the covenants, events of default, guarantees and
other terms of which (excluding pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption
provisions (which shall not permit more than pro rata payment with the Term Loans)) taken as a whole, are not materially more restrictive
to the Borrower and its Restricted Subsidiaries than those herein (taken as a whole) (except for covenants or other provisions
applicable only to periods after the Latest Term Loan Maturity Date at the time of such refinancing) (it being understood that,
(1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be
required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit
of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no consent shall
be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the
Latest Term Loan Maturity Date at the time of such refinancing); provided that a certificate of an Authorized Officer of
the Borrower delivered to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent
may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material
terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined
in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and
conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within two Business Days after
receipt of such certificate that it disagrees with such determination (including a reasonable description of the basis upon which
it disagrees), and (c) of which no Subsidiary of the Borrower (other than a Guarantor) is an obligor.


 


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


 


“Permitted
Sale Leaseback” shall mean any Sale Leaseback consummated by the Borrower or any of the Restricted Subsidiaries after
the Closing Date; provided that any such Sale Leaseback not between the Borrower and a Restricted Subsidiary is consummated
for fair value as determined at the time of consummation in good faith by (i) the Borrower or such Restricted Subsidiary or (ii)
in the case of any Sale Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of which exceed the greater of
(x) $26,250,000 and (y) 17.5% of TTM Consolidated EBITDA, the board of directors (or analogous governing body) of the Borrower
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).


 


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


 


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


 


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


 


“Pledge
Agreement” shall mean the Pledge Agreement, entered into by the Credit Parties party thereto and the Collateral Agent
for the benefit of the Secured Parties, substantially in the form of Exhibit D and dated as of the Closing Date, as
the same may be amended, supplemented or otherwise modified from time to time.


 


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


 


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


 


“Prepayment
Trigger” shall have the meaning provided in the definition of “Asset Sale Prepayment Event.”


 


“primary
obligations” shall have the meaning provided in the definition of “Contingent Obligations.”


 






    48 


     


    

 


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


 


“Prime
Rate” shall mean the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S.
or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal
Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is
no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by
the Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the
date such change is publicly announced or quoted as being effective.


 


“Pro
Forma Adjustment” shall mean, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition
Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or
the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries on a consolidated basis, the pro forma increase or decrease
in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of
(i) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable
cost savings or (ii) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination
of the operations of such Acquired Entity or Business or Converted Restricted Subsidiary with the operations of the Borrower and
its Restricted Subsidiaries; provided that (a) at the election of the Borrower, such Pro Forma Adjustment shall not
be required to be determined for any Acquired Entity or Business or Converted Restricted Subsidiary to the extent the aggregate
consideration paid in connection with such acquisition was less than $13,000,000 and (b) so long as such actions are taken during
such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, it may be assumed,
for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case
may be, that the applicable amount of such cost savings will be realizable during the entirety of such Test Period, or the applicable
amount of such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided, further,
that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be
without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA,
as the case may be, for such Test Period and, in the case of cost savings, shall be subject to the 30% cap set forth in clause
(i) of the definition of “Consolidated EBITDA”; provided that such cap shall not apply to (A) any amounts
evidenced in a quality of earnings report obtained for any transaction prepared by a nationally recognized accounting firm reasonably
acceptable to the Administrative Agent (it being agreed that any of the “Big Four” accounting firms is acceptable to
the Administrative Agent) or (B) any pro forma adjustments determined on a basis consistent with Article 11 of Regulation S-X promulgated
under the Exchange Act and as interpreted by the staff of the Securities and Exchange Commission (or any successor agency).


 


“Pro
Forma Basis,” “Pro Forma Compliance,” and “Pro Forma Effect” shall mean, with respect
to compliance with any test, financial ratio, or covenant hereunder, that (i) to the extent applicable, the Pro Forma Adjustment
shall have been made and (ii) all Specified Transactions and the following transactions in connection therewith shall be deemed
to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items
(whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (1) in the case of
a sale, transfer, or other disposition of all or substantially all Capital Stock in any Subsidiary of the Borrower or any division,
product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (2) in the case
of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included,
(b) any retirement of Indebtedness, and (c) other than as set forth in the definition of “Maximum Incremental Facilities
Amount,” any incurrence or assumption of Indebtedness by the Borrower or any of the Restricted Subsidiaries in connection
therewith (it being agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate
of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect
with respect to such Indebtedness as at the relevant date of determination); provided that, without limiting the application
of the Pro Forma Adjustment pursuant to clause (a) above, the foregoing Pro Forma Adjustments may be applied to any such
test or covenant solely to the extent that such adjustments are consistent with the definition of “Consolidated EBITDA”
and give effect to operating expense reductions and synergies that are (x)(1) directly attributable to such transaction, (2) expected
to have a continuing impact on the Borrower or any of its Restricted Subsidiaries, and (3) factually supportable or (y) otherwise
consistent with the definition of “Pro Forma Adjustment.”


 


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


 






    49 


     


    

 


“Proceeding”
shall mean any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or
proceeding in any jurisdiction.


 


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


 


“Projections”
shall have the meaning assigned to such term in Section 9.1(g).


 


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


 


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


 


“QFC”
shall have the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance
with, 12 U.S.C. 5390(c)(8)(D).


 


“QFC
Credit Support” shall have the meaning provided in Section 13.23.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Reference
Time” with respect to any setting of the then-current Benchmark shall mean (1) if such Benchmark is LIBOR Rate, 11:00
a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is
not LIBOR Rate, the time determined by the Administrative Agent in its reasonable discretion.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Reinvestment
Period” shall mean 365 days following the date of receipt of Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty
Event, or Permitted Sale Leaseback.


 


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


 


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


 


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


 


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


 


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


 


“Relevant
Governmental Body” shall mean the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened
by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.


 


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


 






    51 


     


    

 


“Reorganization”
shall mean, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section
4241 of ERISA.


 


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


 


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


 


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


 


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


 


“Required
Initial Term A Loan Lenders” shall mean, at any date, and on a Pro Forma Basis, Non-Defaulting Lenders having or holding
a majority of the aggregate outstanding principal amount of the Initial Term A Loans (excluding Initial Term A Loans held by Defaulting
Lenders) at such date.


 


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


 


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


 


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


 


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


 


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


 


“Restatement
Agreement” shall mean the Restatement Agreement, dated as of December 11, 2020, by and among the Borrower, the Lenders
party thereto and the Administrative Agent.


 


“Restatement
Date Distribution” shall mean the one-time dividend or other distribution by the Borrower of up to $340,000,000 on account
of Equity Interests of the Borrower with a substantial portion of such dividend or distribution paid within thirty (30) days after
the Restatement Effective Date.


 


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


 






    52 


     


    

 


“Restatement
Date Transactions” shall mean, collectively, the transactions contemplated by this Agreement and the Restatement Agreement
(including the Borrowing of Additional Term A Loans), the Restatement Date Distribution and the consummation of any other transactions
in connection with the foregoing (including the payment of the fees and expenses incurred in connection with any of the foregoing
(including the Restatement Date Transaction Expenses)).


 


“Restatement
Effective Date” shall mean the date on which the conditions specified in Article III of the Restatement Agreement were
satisfied (or waived in accordance with Section 13.1 of this Agreement), which date was December 11, 2020.


 


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


 


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


 


“Restricted
Person” shall have the meaning provided in Section 13.16.


 


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


 


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


 


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


 


“Reuters”
shall mean, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto.


 


“Revolving
Credit Commitment” shall mean, as to each Revolving Credit Lender, its obligation to make Revolving Credit Loans to the
Borrower pursuant to Section 2.1(b), in an aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Lender’s name on Schedule 1.1(b) under the heading “Revolving Credit Commitment”
or in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be
adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Revolving Credit Commitments
of all Revolving Credit Lenders on the Restatement Effective Date is $25,000,000.


 


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


 


“Revolving
Credit Commitment Fee Rate” shall mean a rate per annum set forth below opposite the Status in effect on such day:


 


	Status	Revolving Credit

Commitment Fee Rate
	Level I Status	0.25%
	Level II Status	0.25%
	Level III Status	0.25%
	Level IV Status	0.20%
	Level V Status	0.20%


 


Notwithstanding
the foregoing, the term Revolving Credit Commitment Fee Rate shall mean 0.20% during the period from and including the Closing
Date up to, but excluding the Trigger Date.


 


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


 






    53 


     


    

 



 


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


 


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


 


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


 


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


 


“Revolving
Credit Maturity Date” shall mean December 11, 2025, or, if such date is not a Business Day, the immediately following
Business Day.


 


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


 


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


 


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


 


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


 


“Sanctions”
shall mean economic sanctions administered or enforced by the United States Government (including without limitation, sanctions
enforced by OFAC) the United Nations Security Council, the European Union or Her Majesty’s Treasury.


 


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


 


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


 


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


 


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


 


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


 


“Secured
Hedge Agreement” shall mean any Hedge Agreement that is entered into by and between the Borrower or any Restricted Subsidiary
and any Hedge Bank, which is specified in writing by the Borrower to the Administrative Agent as constituting a “Secured
Hedge Agreement” hereunder. For purposes of the preceding sentence, a Borrower may deliver one notice designating all Hedge
Agreements entered into pursuant to a specified Master Agreement as “Secured Hedge Agreements.” Notwithstanding anything
to the contrary, a Hedge Agreement entered into by a Restricted Subsidiary shall remain a Secured Hedge Agreement notwithstanding
that such Restricted Subsidiary is subsequently designated an Unrestricted Subsidiary (but not any Hedge Agreement entered into
after the date of such designation), unless otherwise agreed between such Restricted Subsidiary and Hedge Bank.


 






    54


     


    

 


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


 


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


 


“Security
Agreement” shall mean the Security Agreement entered into by the Borrower, the other grantors party thereto, and the
Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit E and dated as of the
Closing Date, as the same may be amended, supplemented or otherwise modified from time to time.


 


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


 


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


 


“SOFR”
shall mean, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business
Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time)
on the immediately succeeding Business Day.


 


“SOFR
Administrator” shall mean the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR
Administrator’s Website” shall mean the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor
source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


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


 


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


 


“Specified
Equity Repurchase” shall mean the repurchase by the Borrower of up to $360,000,000 of Equity Interests of the Borrower
within thirty (30) days following the Closing Date.


 


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


 






    55


     


    

 


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


 


“Spot
Rate” for any currency shall mean the rate determined by the Administrative Agent to be the rate quoted by the Administrative
Agent as the spot rate for the purchase by the Administrative Agent of such currency with another currency through its principal
foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign
exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial institution
designated by the Administrative Agent if it does not have as of the date of determination a spot buying rate for any such currency.


 


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


 


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


 


“Status”
shall mean the existence of Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status, as the case may
be, on such date. Changes in Status resulting from changes in the Consolidated Total Debt to Consolidated EBITDA Ratio shall become
effective as of the first day following each date that (i) Section 9.1 Financials for the fiscal quarter ending December 31, 2020
are delivered to the Administrative Agent under Section 9.1 and (ii) an officer’s certificate is delivered by the
Borrower to the Administrative Agent setting forth, with respect to such Section 9.1 Financials, the then-applicable Status, and
shall remain in effect until the next change to be effected pursuant to this definition; provided that each determination
of the Consolidated Total Debt to Consolidated EBITDA Ratio pursuant to this definition shall be made as of the end of the Test
Period ending at the end of the fiscal period covered by the relevant Section 9.1 Financials.


 


“Statutory
Reserve Rate” shall mean 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 percentage (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject
with respect to the Adjusted LIBOR Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities”
in Regulation D). Such reserve percentage shall include those imposed pursuant to Regulation D. LIBOR 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 Regulation D or any comparable regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Step-Up”
shall have the meaning provided in Section 10.7.


 


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


 


“Subject
Lien” shall have the meaning provided in Section 10.2.


 


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


 






    56


     


    

 


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


 


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


 


“Supported
QFC” shall have the meaning provided in Section 13.23.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Term
Loans” shall mean the Initial Term A Loans, any Incremental Term Loans, any Replacement Term Loans, and any Extended
Term Loans, collectively.


 


“Term
SOFR” shall mean, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term
rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” shall mean a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence
of a Term SOFR Transition Event.


 


“Term
SOFR Transition Event” shall mean the determination by the Administrative Agent that (a) Term SOFR has been recommended
for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative
Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark
Replacement in accordance with Section 2.10 that is not Term SOFR.


 


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


 


“Title
Policy” shall have the meaning provided in Section 9.14(c).


 






    57


     


    

 


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


 


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


 


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


 


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


 


“Transactions”
shall mean, collectively, the transactions contemplated by the Original Credit Agreement, the Specified Equity Repurchase, the
repayment by the Borrower of all outstanding amounts under the Existing Credit Facilities and the release of all guarantees, Liens
and security interests related thereto and the consummation of any other transactions in connection with the foregoing (including
the payment of the fees and expenses incurred in connection with any of the foregoing (including the Transaction Expenses)).


 


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


 


“TTM
Consolidated EBITDA” shall mean, as of any date of determination with respect to any Test Period, Consolidated EBITDA
of the Borrower and its Restricted Subsidiaries for such Test Period on a Pro Forma Basis.


 


“Trigger
Date” shall mean the day following the date on which Section 9.1 Financials are delivered to the Administrative Agent
for the fiscal quarter ending on December 31, 2019.


 


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


 


“UCP”
shall mean, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber
of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).


 


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


 


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


 


“Unadjusted
Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Uniform
Commercial Code” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided,
however, that, in the event that, by reason of any provisions of law, any of the attachment, perfection or priority of the
Collateral Agent’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial
Code as in effect in such other jurisdiction for purposes


 






    58


     


    

 


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


 


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


 


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


 


(a)                such
designation complies with Section 10.5;


 


(b)                each
of (1) the Subsidiary to be so designated and (2) its Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant
to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary except for Indebtedness that
could otherwise be incurred by the Borrower or such Restricted Subsidiary hereunder and, if such Indebtedness is secured, the Liens
securing such Indebtedness are permitted to be incurred by the Borrower or such Restricted Subsidiary hereunder (provided
that any such Indebtedness shall be deemed incurred hereunder by the Borrower or such Restricted Subsidiary, as the case may be);


 


(c)                each
of (1) the Subsidiary to be so designated and (2) its Subsidiaries does not at the time of designation own any Material
Intellectual Property; and


 


(d)                immediately
after giving effect to such designation, no Event of Default shall have occurred and be continuing.


 


The
board of directors of the Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that,
immediately after giving effect to such designation, no Event of Default shall have occurred and be continuing.


 


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


 


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


 


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


 


“U.S.
Special Resolution Regimes” shall have the meaning provided in Section 13.23.


 


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


 


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


 


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


 






    59


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.3            Accounting
Terms.


 


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


 






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


 


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


 


1.4           
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.


 


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


 


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


 


1.7            Interest Rates; LIBOR Notification. The interest rate on LIBOR Loans is determined by reference to the LIBOR Rate,
which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at
which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K.
Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to
make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the
 “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that
commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference
rate upon which to determine the interest rate on LIBOR Loans. In light of this eventuality, public and private sector industry
initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank
offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, Section 2.10(b) provides
a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant
to Section 2.10(d), of any change to the reference rate upon which the interest rate on LIBOR Loans is based. However,
the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to,
the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition
of “Adjusted LIBOR Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof
(including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.10(b),
whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark
Replacement Conforming Changes pursuant to Section 2.10(c)), including without limitation, whether the composition or characteristics
of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence
of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or
unavailability.


 






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


 


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


 


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


 


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


 


1.12         Pro
Forma and Other Calculations.


 


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


 






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


 


In
connection with any action (other than with respect any Credit Event subject to the conditions set forth in Section 7.1)
being taken solely in connection with a Limited Condition Transaction, for purposes of:


 


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


 


(ii)          determining
the accuracy of representations and warranties in Section 8 and/or whether a Default or Event of Default shall have occurred
and be continuing under Section 11; or


 


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


 


in each
case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition
Transaction, an “LCT Election”), the date of determination of whether any such action (other than with respect
any Credit Event subject to the conditions set forth in Section 7.1) is permitted hereunder, shall be deemed to be
the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”),
and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection
therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of
the most recent Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test
Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with; provided
that, for the purpose of determining whether a Default or Event of Default shall have occurred and be continuing under Section
11, such condition shall be deemed to be satisfied to the extent that on the date of consummation of the relevant Limited Condition
Transaction, no Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing. For the avoidance
of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested
as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in
Consolidated EBITDA of the Borrower and its Restricted Subsidiaries or the Person subject to such Limited Condition Transaction,
at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded
as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection
with any subsequent calculation of any ratio (other than the Consolidated Total Debt to Consolidated EBITDA Ratio set forth in
Section 10.7) or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted
Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment,
redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or
following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction
is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires
without consummation of such Limited Condition Transaction, any such ratio (other than the Consolidated Total Debt to Consolidated
EBITDA Ratio set forth in Section 10.7) or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition
Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof)
have been consummated.


 






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


 


(d)            Any
determination of Consolidated Total Assets shall be made by reference to the last day of the Test Period most recently ended on
or prior to the relevant date of determination for which Section 9.1 Financials have been or were required to be delivered. Notwithstanding
anything to the contrary herein, to the extent compliance with a financial ratio or test is calculated prior to the date financial
statements are first delivered under Section 9.1, such calculation shall use the latest financial statements delivered
pursuant to Section 6.11.


 


(e)            Except
as otherwise specifically provided herein, all computations of Consolidated Total Assets, Available Amount, Consolidated Total
Debt to Consolidated EBITDA Ratio and other financial ratios and financial calculations (and all definitions (including accounting
terms) used in determining any of the foregoing) and all computations and all definitions (including accounting terms) used in
determining compliance with Section 10.7 shall be calculated, in each case, with respect to the Borrower and its Restricted
Subsidiaries on a consolidated basis.


 


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


 


1.14          Effect
of Restatement.


 


(a)          This
Agreement shall amend and restate the Original Credit Agreement in its entirety, with the parties hereby agreeing that there is
no novation of the Original Credit Agreement and from and after the Restatement Effective Date, the rights and obligations of
the parties under the Original Credit Agreement shall be subsumed and governed by this Agreement. From and after the Restatement
Effective Date, the Obligations and Commitments under the Original Credit Agreement shall continue as Obligations and Commitments
under this Agreement until otherwise paid or terminated in accordance with the terms hereof. Without limiting the generality of
the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment
of all Obligations of the Credit Parties under the Credit Documents, in each case, as amended by this Agreement.(b)On and
after the Restatement Effective Date, each reference to the “Credit Agreement” in any other Credit Document shall
mean and be a reference to this Agreement.


 






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Section
2.                Amount and Terms of Credit.




 


2.1            Commitments.


 


(a)            Subject
to and upon the terms and conditions herein set forth, (i) each Closing Date Term A Loan outstanding under the Original Credit
Agreement on the Restatement Effective Date shall remain outstanding under this Agreement as an Initial Term A Loan of the same
Type, and with an initial Interest Period equal to the then remaining Interest Period, as the Initial Term A Loans outstanding
immediately prior to the Restatement Effective Date and (ii) each Additional Term A Lender severally agrees to make Additional
Term A Loans to the Borrower on the Restatement Effective Date, which Additional Term A Loans shall not exceed for any such Additional
Term A Lender the Additional Term A Term A Loan Commitment of such Additional Term A Lender and in the aggregate shall not exceed
$200,000,000. Upon funding, the Additional Term A Loans made on the Restatement Effective Date will constitute “Initial
Term A Loans” for all purposes hereunder and will, together with the Closing Date Term A Loans, be treated as one Class
of Term Loans, with an initial Interest Period (with the same Adjusted LIBOR Rate) ending on same day as the current Interest
Period for the Closing Date Term A Loans. Such Initial Term A Loans (i) may at the option of the Borrower be incurred and maintained
as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Initial Term A Loans made by each of the Lenders
pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Initial Term A Loans
of the same Type, (ii) may be repaid or prepaid (without premium or penalty) in accordance with the provisions hereof, but once
repaid or prepaid, may not be reborrowed, and (iii) shall not exceed in the aggregate the Total Initial Term A Loan Commitments.
On the Initial Term A Loan Maturity Date, all then unpaid Initial Term A Loans shall be repaid in full in Dollars.


 


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


 


2.2            Minimum
Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate principal amount of each Borrowing of Term Loans or
Revolving Credit Loans shall be in a minimum amount of at least the Minimum Borrowing Amount for such Type of Loans and in a multiple
of $100,000 in excess thereof. More than one Borrowing may be incurred on any date; provided that at no time shall there
be outstanding more than five Borrowings of LIBOR Loans that are Term Loans and fifteen Borrowings of LIBOR Loans that are Revolving
Credit Loans under this Agreement.


 


2.3            Notice
of Borrowing.


 


(a)            The
Borrower shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 11:00 a.m. (New York City
time) at least three Business Days’ prior written notice in the case of a Borrowing of Additional Term A Loans to be made
on the Restatement Effective Date if such Additional Term A Loans are to be LIBOR Loans and (ii) prior to 11:00 a.m. (New York
City time) at least one Business Day’s prior written notice in the case of a Borrowing of Additional Term A Loans to be
made on the Restatement Effective Date if such Additional Term A Loans are to be ABR Loans. Such notice (a “Notice of
Borrowing”) shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing
and (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Term Loans are to include LIBOR Loans,
the Interest Period to be initially applicable thereto. If no election as to the Type of Borrowing is specified in any such notice,
then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Loans is
specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3(a)
(and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing.


 






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


 


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


 


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


 


2.4            Disbursement
of Funds.


 


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


 


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


 


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


 






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2.5            Repayment
of Loans; Evidence of Debt.


 


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


 


(b)            The
Borrower shall repay to the Administrative Agent, in Dollars, for the benefit of the Initial Term A Loan Lenders, on each date
set forth below (or, if not a Business Day, the immediately following Business Day) (each, a “Term Loan Repayment Date”),
a principal amount in respect of each of the Initial Term A Loans made to the Borrower equal to (x) the outstanding principal
amount of Initial Term A Loans (including, for the avoidance of doubt, the Additional Term A Loans) on the Restatement Effective
Date multiplied by (y) the percentage set forth below opposite such Term Loan Repayment Date (each, a “Term Loan Repayment
Amount”):


 


	Date	 	Initial Term A Loan	 
	March 31, 2021	 	 	0.625	%
	June 30, 2021	 	 	0.625	%
	September 30, 2021	 	 	0.625	%
	December 31, 2021	 	 	0.625	%
	March 31, 2022	 	 	0.625	%
	June 30, 2022	 	 	0.625	%
	September 30, 2022	 	 	0.625	%
	December 31, 2022	 	 	0.625	%
	March 31, 2023	 	 	1.875	%
	June 30, 2023	 	 	1.875	%
	September 30, 2023	 	 	1.875	%
	December 31, 2023	 	 	1.875	%
	March 31, 2024	 	 	1.875	%
	June 30, 2024	 	 	1.875	%
	September 30, 2024	 	 	1.875	%
	December 31, 2024	 	 	1.875	%
	March 31, 2025	 	 	2.50	%
	June 30, 2025	 	 	2.50	%
	September 30, 2025	 	 	2.50	%
	Initial Term A Loan Maturity Date	 	 	Remaining outstanding amounts	 



 


(c)            In
the event that any Incremental Term Loans are made, such Incremental Term Loans shall be repaid by the Borrower on each Term Loan
Repayment Date in an amount equal to the Term Loan Repayment Amount and subject to any adjustment to ensure fungibility with the
Initial Term A Loans. In the event that any Extended Term Loans are established, such Extended Term Loans shall, subject to Section
2.14(g), be repaid by the Borrower in the amounts (each such amount with respect to any Extended Repayment Date, an “Extended
Term Loan Repayment Amount”) and on the dates (each, an “Extended Repayment Date”) set forth in the
applicable Extension Amendment.


 


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


 






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(e)            The
Administrative Agent shall maintain the Register pursuant to Section 13.6(b), and a subaccount for each Lender, in which
Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is an
Initial Term A Loan, Incremental Term Loan or Revolving Credit Loan, as applicable, the Type of each Loan made, the name of the
Borrower and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative
Agent hereunder from the Borrower and each Lender’s share thereof.


 


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


 


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


 


2.6            Conversions
and Continuations.


 


(a)            Subject
to the penultimate sentence of this clause (a), (x) the Borrower shall have the option on any Business Day to convert all
or a portion equal to the Minimum Borrowing Amount for Term Loans of one Type or the Minimum Borrowing Amount for Revolving Credit
Loans of one Type into a Borrowing or Borrowings of another Type and (y) the Borrower shall have the option on any Business Day
to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period; provided
that (i) no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to
a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if an Event
of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined
in its or their sole discretion not to permit such conversion, (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional
Interest Period if an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has
or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting
from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2. Each such conversion
or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office
prior to 12:00 p.m. (New York City time) at least (i) three Business Days prior, in the case of a continuation of or conversion
to LIBOR Loans (other than in the case of a notice delivered on the Closing Date, which shall be deemed to be effective on the
Closing Date), or (ii) one Business Day prior in the case of a conversion into ABR Loans (each, a “Notice of Conversion
or Continuation” substantially in the form of Exhibit K) specifying the Loans to be so converted or continued,
the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as LIBOR Loans, the
Interest Period to be initially applicable thereto. If no Interest Period is specified in any such notice with respect to any
conversion to or continuation as a LIBOR Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion
or continuation affecting any of its Loans.


 


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


 






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


 


2.8            Interest.


 


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


 


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


 


(c)            If
an Event of Default has occurred and is continuing under Section 11.1 or Section 11.5 hereto, if all or a portion
of (i) the principal amount of any Loan or (ii) any interest payable thereon or any other amount payable hereunder shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum (the “Default Rate”) that is (x) in the case of overdue principal, the rate that would otherwise be
applicable thereto plus 2.00% per annum or (y) in the case of any other overdue amount, including overdue interest, to the
extent permitted by applicable law, the rate described in Section 2.8(a) for the applicable Class plus 2.00% per
annum from the date of such non-payment to the date on which such amount is paid in full (after as well as before judgment).


 


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


 


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


 


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


 


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


 






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Notwithstanding
anything to the contrary contained above:


 


(a)                the
initial Interest Period for any Borrowing of LIBOR Loans shall commence on the date of such Borrowing (including the date of any
conversion from a Borrowing of ABR Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence
on the day on which the next preceding Interest Period expires; to the extent available to each applicable Lender of such LIBOR
Loan, twelve months or a period shorter than one month, thereafter as selected by the Borrower in its Notice of Borrowing;


 


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


 


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


 


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


 


2.10          Increased
Costs, Illegality, Alternate Rate of Interest, Etc.


 


(a)            Subject
to clauses (b), (c), (d) and (e) of this Section 2.10, if prior to the commencement of any Interest Period for a Borrowing of
LIBOR Loans:


 


(i)                 the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Adjusted LIBOR Rate or the LIBOR Rate, as applicable (including because the LIBOR Screen Rate
is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event
shall have occurred at such time; or


 


(ii)                the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBOR Rate or the LIBOR Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans
(or its Loan) included in such Borrowing for such Interest Period;


 


then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly
as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving
rise to such notice no longer exist, (A) any Notice of Conversion or Continuation that requests the conversion of any Borrowing
of Revolving Credit Loans to, or continuation of any Borrowing of Revolving Credit Loans as, a Borrowing of LIBOR Loans shall be
ineffective and (B) if any Notice of Borrowing requests a Borrowing of Revolving Credit Loans which shall be LIBOR Loans, such
Borrowing shall be made as an ABR Borrowing.


 


(b)            Notwithstanding
anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting
of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition
of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark
for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings
without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and
(y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under
any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action
or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received,
by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each Class.


 






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(c)            Notwithstanding
anything to the contrary herein or in any other Credit Document and subject to the proviso below in this paragraph, if a Term
SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting
of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes
hereunder or under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment
to, or further action or consent of any other party to, this Agreement or any other Credit Document; provided that, this
clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.
For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition
Event and may do so in its sole discretion.


 


(d)            In
connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark
Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document,
any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or
consent of any other party to this Agreement or any other Credit Document.


 


(e)            The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event,
a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the
removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any
Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable,
any Lender (or group of Lenders) pursuant to this Section 2.10, including any determination with respect to a tenor, rate
or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole
discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly
required pursuant to this Section 2.10.


 


(f)             Notwithstanding
anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation
of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR Rate) and either (A)
any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time
as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of
such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or
will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for
any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was
removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including
a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative
for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest
Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 


(g)            Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request
for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any
Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request
for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the
then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for
such Benchmark, as applicable, will not be used in any determination of ABR.


 






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


 


2.11          Compensation.
If (a) any payment of principal of any LIBOR Loan is made by the Borrower to or for the account of a Lender other than on the
last day of the Interest Period for such LIBOR Loan as a result of a payment or conversion pursuant to Sections 2.5, 2.6,
2.10, 5.1, 5.2 or 13.7, as a result of acceleration of the maturity of the Loans pursuant to Section
11 or for any other reason, (b) any Borrowing of LIBOR Loans is not made as a result of a withdrawn Notice of Borrowing or
a failure to satisfy borrowing conditions, (c) any ABR Loan is not converted into a LIBOR Loan as a result of a withdrawn Notice
of Conversion or Continuation, (d) any LIBOR Loan is not continued as a LIBOR Loan, as the case may be, as a result of a withdrawn
Notice of Conversion or Continuation or (e) any prepayment of principal of any LIBOR Loan is not made as a result of a withdrawn
notice of prepayment pursuant to Sections 5.1 or 5.2, the Borrower shall, after receipt of a written request by
such Lender (which request shall set forth in reasonable detail the basis for requesting such amount), promptly pay to the Administrative
Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses
that such Lender may reasonably incur as a result of such payment, failure to convert, failure to continue or failure to prepay,
including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to fund or maintain such LIBOR Loan. For purposes of calculating
amounts payable by the Borrower to the Lenders under this Section, each Lender shall be deemed to have funded each LIBOR Loan
made by it at the Adjusted LIBOR Rate for such Loan by a matching deposit or other borrowing in the London interbank market for
a comparable amount and for a comparable period, whether or not such LIBOR Loan was in fact so funded. A certificate of a Lender
setting forth the amount or amounts necessary to compensate such Lender as specified in this Section 2.11 and setting forth
in reasonable detail the manner in which such amount or amounts were determined shall be delivered to the Borrower and shall be
conclusive, absent manifest error. Without limiting the foregoing, in connection with each request for compensation by any Lender
the Borrower shall also pay such Lender with respect to each affected LIBOR Loan customary administrative fees requested by such
Lender in an amount not to exceed $250 per such LIBOR Loan.


 


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


 


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


 






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2.14          Incremental
Facilities.


 


(a)            The
Borrower may by written notice to Administrative Agent elect to request the establishment of one or more (x) increases in Term
Loans of any Class (the commitments thereto, the “Incremental Term Loan Commitments”) and/or (y) increases
in Revolving Credit Commitments of any Class (the “Incremental Revolving Credit Commitments” and, together
with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”), by an aggregate amount not
in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or such lesser
amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental
Facilities Amount and all such Incremental Loan Commitments obtained on or prior to such date). In connection with the incurrence
of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower shall provide to
the Administrative Agent a certificate certifying that the Incremental Loan Commitments do not exceed the Maximum Incremental
Facilities Amount. The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion
of the Incremental Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the
Incremental Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Loan Commitment. In each
case, such Incremental Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that
(i) no Event of Default (or, if incurred in connection with a Limited Condition Transaction, no Event of Default under Section
11.1 or Section 11.5) shall exist on such Increased Amount Date before or after giving effect to such Incremental Loan
Commitments, as applicable, (ii) the representations and warranties of the Borrower and each other Credit Party contained in Section
8 or any other Credit Document shall be true and correct in all material respects (or, with respect to representations and
warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increased Amount Date,
except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true
and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material
Adverse Effect standard, in all respects) as of such earlier date, (iii) the Incremental Loan Commitments shall be effected pursuant
to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be
recorded in the Register and shall be subject to the requirements set forth in Section 5.4(e), and (iv) the Borrower shall
make any payments required pursuant to Section 2.11 in connection with the Incremental Loan Commitments, as applicable.
No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). Any Incremental Term Loans
shall be designated as part of a series of existing Term Loans for all purposes of this Agreement.


 


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


 






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(c)            Incremental
Term Loan Commitments shall be subject to the satisfaction of the following terms and conditions, (i) each Lender with an Incremental
Term Loan Commitment (each, a “Incremental Term Loan Lender”) shall make a Loan to the Borrower (a “Incremental
Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in
an amount equal to its Incremental Term Loan Commitment, and each Incremental Term Loan shall be deemed, for all purposes, an
Initial Term A Loan, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental
Term Loan Commitment and the Incremental Term Loans made pursuant thereto.
 


(d)            The
terms and provisions of the Incremental Term Loans shall be identical to the terms and provisions of the Initial Term A Loans.


 


(e)            Incremental
Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments
and the related Revolving Credit Loans.


 


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


 


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


 






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


 


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


 






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


 


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


 


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


 






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2.15         Permitted
Debt Exchanges.


 


(a)           Notwithstanding
anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt Exchange
Offer”) made from time to time by the Borrower, the Borrower may from time to time following the Closing Date consummate
one or more exchanges of Term Loans for Permitted Other Indebtedness in the form of notes (such notes, “Permitted Debt
Exchange Notes,” and each such exchange a “Permitted Debt Exchange”), so long as the following conditions
are satisfied: (i) no Event of Default shall have occurred and be continuing at the time the final offering document in respect
of a Permitted Debt Exchange Offer is delivered to the relevant Lenders, (ii) the aggregate principal amount (calculated on the
face amount thereof) of Term Loans exchanged shall equal no more than the aggregate principal amount (calculated on the face amount
thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans; provided that the aggregate principal
amount of the Permitted Debt Exchange Notes may include accrued interest and premium (if any) under the Term Loans exchanged and
underwriting discounts, fees, commissions and expenses in connection with the issuance of such Permitted Debt Exchange Notes,
(iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans exchanged under each applicable
Class by the Borrower pursuant to any Permitted Debt Exchange shall automatically be cancelled and retired by the Borrower on
the date of the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging Lender shall execute
and deliver to the Administrative Agent an Assignment and Acceptance, or such other form as may be reasonably requested by the
Administrative Agent, in respect thereof pursuant to which the respective Lender assigns its interest in the Term Loans being
exchanged pursuant to the Permitted Debt Exchange to the Borrower for immediate cancellation), (iv) if the aggregate principal
amount of all Term Loans of a given Class (calculated on the face amount thereof) tendered by Lenders in respect of the relevant
Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal
amount thereof of the applicable Class actually held by it) shall exceed the maximum aggregate principal amount of Term Loans
of such Class offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower shall
exchange Term Loans subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount based
on the respective principal amounts so tendered, (v) all documentation in respect of such Permitted Debt Exchange shall be consistent
with the foregoing, and all written communications generally directed to the Lenders in connection therewith shall be in form
and substance consistent with the foregoing and made in consultation with the Borrower and the Auction Agent, and (vi) any applicable
Minimum Tender Condition shall be satisfied.


 


(b)           With
respect to all Permitted Debt Exchanges effected by any of the Borrower pursuant to this Section 2.15, (i) such Permitted
Debt Exchanges (and the cancellation of the exchanged Term Loans in connection therewith) shall not constitute voluntary or mandatory
payments or prepayments for purposes of Section 5.1 or 5.2, and (ii) such Permitted Debt Exchange Offer shall be
made for not less than $10,000,000 in an aggregate principal amount of Term Loans; provided that subject to the foregoing
clause (ii) the Borrower may at its election specify as a condition (a “Minimum Tender Condition”) to
consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted
Debt Exchange Offer in the Borrower’s discretion) of Term Loans of any or all applicable Classes be tendered.


 


(c)           In
connection with each Permitted Debt Exchange, the Borrower and the Auction Agent shall mutually agree to such procedures as may
be necessary or advisable to accomplish the purposes of this Section 2.15 and without conflict with Section 2.15(d);
provided that the terms of any Permitted Debt Exchange Offer shall provide that the date by which the relevant Lenders
are required to indicate their election to participate in such Permitted Debt Exchange shall be not less than a reasonable period
(in the discretion of the Borrower and the Auction Agent) of time following the date on which the Permitted Debt Exchange Offer
is made.


 


(d)           The
Borrower shall be responsible for compliance with, and hereby agrees to comply with, all applicable securities and other laws
in connection with each Permitted Debt Exchange, it being understood and agreed that (x) none of the Auction Agent, the Administrative
Agent nor any Lender assumes any responsibility in connection with the Borrower’s compliance with such laws in connection
with any Permitted Debt Exchange and (y) each Lender shall be solely responsible for its compliance with any applicable “insider
trading” laws and regulations to which such Lender may be subject under the Securities Exchange Act of 1934, as amended.


 






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2.16         Defaulting
Lenders.


 


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


 


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


 


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


 


(iii)          Certain
Fees.


 


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


 


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


 


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


 






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(iv)          Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in
L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment
Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation
does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s
Commitment. Subject to Section 14, no reallocation hereunder shall constitute a waiver or release of any claim of any party
hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting
Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)           Cash
Collateral. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected,
the Borrower shall, without prejudice to any right or remedy available to them hereunder or under applicable law, Cash Collateralize
the Letter of Credit Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 3.8.


 


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


 


Section
3.              Letters
of Credit


 


3.1           Letters
of Credit.


 


(a)           Each
Letter of Credit existing under the Original Credit Agreement immediately prior to the Restatement Effective Date shall be deemed
issued under this Agreement as of the Restatement Effective Date. Subject to and upon the terms and conditions herein set forth,
at any time and from time to time after the Restatement Effective Date and prior to the L/C Facility Maturity Date, the Letter
of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to
issue from time to time from the Closing Date through the L/C Facility Maturity Date for the account of the Borrower (or, so long
as the Borrower is the primary obligor, for the account of the Borrower or any Restricted Subsidiary (other than the Borrower))
letters of credit (the “Letters of Credit” and each, a “Letter of Credit”) in such form
as may be approved by the Letter of Credit Issuer in its reasonable discretion. On the Closing Date, (i) each Existing Letter
of Credit shall be automatically and without further action by the parties thereto converted to Letters of Credit issued pursuant
to this Section 3 for the account of the Borrower and subject to the provisions hereof, and for this purpose the fees specified
in Section 4.1(b) shall be payable (in substitution for any fees set forth in the applicable letter of credit reimbursement agreements
or applications relating to such Existing Letters of Credit) as if such Existing Letters of Credit had been issued on the Closing
Date, (ii) the Letter of Credit Issuers of such Existing Letters of Credit shall be “Letter of Credit Issuers” hereunder
for the purpose of maintaining such Existing Letters of Credit, for purposes of Section 5.4 relating to the obligation to provide
the appropriate forms, certificates and statements to the Borrower and the Administrative Agent and any updates required by Section
5.4 and for purposes of Section 13.6(b)(iv) relating to the entries to be made in the Register and (iii) all liabilities of a
Borrower or any of its Restricted Subsidiaries with respect to such Existing Letters of Credit shall constitute Obligations.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(g)           The
Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it
and the documents associated therewith and the Letter of Credit Issuer shall have all of the benefits and immunities (A) provided
to the Administrative Agent in Section 13 with respect to any acts taken or omissions suffered by the Letter of Credit
Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such
Letters of Credit as fully as if the term “Administrative Agent” as used in Section 13 included the Letter
of Credit Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Letter of
Credit Issuer.


 


3.2           Letter
of Credit Requests.


 


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


 


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


 


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


 






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


 


(e)           Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or
to the beneficiary thereof, the Letter of Credit Issuer will also deliver to the Borrower and the Administrative Agent a true
and complete copy of such Letter of Credit or amendment. On the first Business Day of each month, the Letter of Credit Issuer
shall provide the Administrative Agent a list of all Letters of Credit issued by it that are outstanding at such time.


 


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


 


3.3           Letter
of Credit Participations.


 


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


 


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


 






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


 


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


 


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


 


(f)           If
any payment received by the Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 3.3(c)
is required to be returned under any of the circumstances described in Section 13.20 (including pursuant to any settlement
entered into by the Letter of Credit Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account
of the Letter of Credit Issuer its Revolving Credit Commitment Percentage thereof on demand of the Administrative Agent, plus
interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal
to the applicable Overnight Bank Funding Rate from time to time in effect. The obligations of the Lenders under this clause shall
survive the payment in full of the Obligations and the termination of this Agreement.


 


3.4           Agreement
to Repay Letter of Credit Drawings.


 


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


 






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


 


(i)            any
lack of validity or enforceability of this Agreement or any of the other Credit Documents;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ix)          any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Borrower (or any Restricted Subsidiary) (other than
the defense of payment or performance).


 






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


 


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


 


3.6           New
or Successor Letter of Credit Issuer.


 


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


 






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


 


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


 


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


 






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3.8           Cash
Collateral.


 


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


 


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


 


(c)           Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 3.8
or Sections 2.16, 5.2, or 11.13 in respect of Letters of Credit shall be held and applied to the
satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided
by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided,
prior to any other application of such property as may otherwise be provided for herein.


 


(d)           Cash
Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including
by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance
with Section 13.6(b)(ii)) or there is no longer existing an Event of Default) or (ii) the determination by the
Administrative Agent and the Letter of Credit Issuer that there exists excess Cash Collateral.


 


3.9         Applicability
of ISP and UCP. Unless otherwise expressly agreed by the Letter of Credit Issuer and the Borrower when a Letter of Credit
is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and
Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance,
shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the Letter of Credit Issuer shall not be responsible
to the Borrower for, and the Letter of Credit Issuer’s rights and remedies against the Borrower shall not be impaired by,
any action or inaction of the Letter of Credit Issuer required or permitted under any law, order, or practice that is required
or permitted to be applied to any Letter of Credit or this Agreement, including the applicable law or any order of a jurisdiction
where the Letter of Credit Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the
decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance
and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice,
whether or not any Letter of Credit chooses such law or practice.


 


3.10         Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control and any grant of security interest in any Issuer Documents shall be void.


 






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3.11         Letters
of Credit Issued for Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in
support of any obligations of, or is for the account of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse
the Letter of Credit Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that
the issuance of Letters of Credit for the account of any Restricted Subsidiary inures to the benefit of the Borrower and that
the Borrower’s business derives substantial benefits from the businesses of the Restricted Subsidiaries.


 


3.12         Provisions
Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any tranche of Revolving
Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if consented to by the Letter of Credit Issuer
which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter
of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained
shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to
purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Sections 3.3
and 3.4) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of
such non-terminating tranches up to an aggregate amount not to exceed the aggregate amount of the unutilized Revolving Credit
Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated)
and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall Cash Collateralize
any such Letter of Credit in accordance with Section 3.8. Upon the maturity date of any tranche of Revolving Credit
Commitments, the sublimit for Letters of Credit may be reduced as agreed between the Letter of Credit Issuer and the Borrower,
without the consent of any other Person.


 


		Section	4.             Fees



 


4.1           Fees.


 


(a)           Without
duplication, the Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit Lender
(in each case pro rata according to the respective Revolving Credit Commitments of all such Lenders), a commitment fee (the “Revolving
Credit Commitment Fee”) for each day from the Closing Date to the Revolving Credit Termination Date. Each Revolving
Credit Commitment Fee shall be payable (x) quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower
(for the quarterly period (or portion thereof) ended on such day for which no payment has been received) and (y) on the Revolving
Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x)
above), and shall be computed for each day during such period at a rate per annum equal to the Revolving Credit Commitment Fee
Rate in effect on such day on the Available Commitment in effect on such day.


 


(b)           Without
duplication, the Borrower agrees to pay to the Administrative Agent in Dollars for the account of the Revolving Credit Lenders
pro rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit issued on the Borrower’s
or any of the Restricted Subsidiaries’ behalf (the “Letter of Credit Fee”), for the period from the date
of issuance of such Letter of Credit to the termination date of such Letter of Credit computed at the per annum rate for each
day equal to the Applicable Margin for Revolving Credit Loans that are LIBOR Loans less the Fronting Fee set forth in clause
(d) below. Except as provided below, such Letter of Credit Fees shall be due and payable (x) quarterly in arrears on the last
Business Day of each fiscal quarter of the Borrower and (y) on the date upon which the Total Revolving Credit Commitment terminates
and the Letters of Credit Outstanding shall have been reduced to zero.


 


(c)           Without
duplication, the Borrower agrees to pay to the Administrative Agent in Dollars, for its own account, administrative agent fees
as have been previously agreed in writing or as may be agreed in writing from time to time.


 


(d)           Without
duplication, the Borrower agrees to pay to each Letter of Credit Issuer a fee in Dollars in respect of each Letter of Credit issued
by it on the Borrower’s behalf (the “Fronting Fee”), for the period from the date of issuance of such
Letter of Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum
on the average daily Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in writing between the
Borrower and the Letter of Credit Issuer). Such Fronting Fees shall be due and payable (x) quarterly in arrears on the last Business
Day of each March, June, September and December and (y) on the date upon which the Total Revolving Credit Commitment terminates
and the Letters of Credit Outstanding shall have been reduced to zero.


 






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(e)           Without
duplication, the Borrower agrees to pay directly to the Letter of Credit Issuer in Dollars upon each issuance or renewal of, drawing
under, and/or amendment of, a Letter of Credit issued by it such amount as shall at the time of such issuance or renewal of, drawing
under, and/or amendment be the processing charge that the Letter of Credit Issuer is customarily charging for issuances or renewals
of, drawings under or amendments of, letters of credit issued by it.


 


(f)           Notwithstanding
the foregoing, the Borrower shall not be obligated to pay any amounts to any Defaulting Lender pursuant to this Section 4.1.


 


4.2           Voluntary
Reduction of Revolving Credit Commitments. Upon at least two Business Days’ prior written notice to the Administrative
Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the
Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Revolving
Credit Commitments in whole or in part; provided that (a) any such reduction shall apply proportionately and permanently
to reduce the Revolving Credit Commitment of each of the Lenders of any applicable Class, except that (i) notwithstanding
the foregoing, in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section
2.14(g), the Revolving Credit Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments
on such date shall be reduced in an amount equal to the amount of Revolving Credit Commitments so extended on such date (provided
that (x) after giving effect to any such reduction and to the repayment of any Revolving Credit Loans made on such date, the
Revolving Credit Exposure of any such Lender does not exceed the Revolving Credit Commitment thereof and (y) for the avoidance
of doubt, any such repayment of Revolving Credit Loans contemplated by the preceding clause shall be made in compliance with the
requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being
determined after giving effect to any conversion pursuant to Section 2.14(g) of Revolving Credit Commitments and Revolving
Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans pursuant to Section 2.14(g)
prior to any reduction being made to the Revolving Credit Commitment of any other Lender) and (ii) the Borrower may at its
election permanently reduce the Revolving Credit Commitment of a Defaulting Lender to $0 without affecting the Revolving Credit
Commitments of any other Lender, (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least
$5,000,000, and (c) after giving effect to such termination or reduction and to any prepayments of the Loans made on the date
thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposures shall not exceed
the Total Revolving Credit Commitment and the aggregate amount of the Lenders’ Revolving Credit Exposures in respect of
any Class shall not exceed the aggregate Revolving Credit Commitment of such Class.


 


4.3           Mandatory
Termination of Commitments.


 


(a)           The
Additional Term A Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Closing Date.


 


(b)           The
Revolving Credit Commitment shall terminate at 5:00 p.m. (New York City time) on the Revolving Credit Maturity Date.


 


(c)           The
Incremental Term Loan Commitment shall, unless otherwise provided in the applicable Joinder Agreement, terminate at 5:00 p.m.
(New York City time) on the Increased Amount Date.


 






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		Section	5.            Payments



 


5.1          Voluntary
Prepayments. The Borrower shall have the right to prepay Loans, including Term Loans and Revolving Credit Loans, as applicable,
in each case, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the
Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such
prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which
notice shall be given by the Borrower no later than 12:00 Noon (New York City time) (i) in the case of LIBOR Loans, three Business
Days prior to and (ii) in the case of ABR Loans on the date of such prepayment and shall promptly be transmitted by the Administrative
Agent to each of the Lenders; (2) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of
$500,000 and in multiples of $100,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $500,000 and
in multiples of $100,000 in excess thereof, provided that no partial prepayment of LIBOR Loans made pursuant to a single
Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum
Borrowing Amount for such LIBOR Loans, and (3) in the case of any prepayment of LIBOR Loans pursuant to this Section 5.1
on any day other than the last day of an Interest Period applicable thereto, the Borrower shall, promptly after receipt of a written
request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay
to the Administrative Agent for the account of such Lender any amounts required pursuant to Section 2.11. Each prepayment
in respect of any Term Loans pursuant to this Section 5.1 shall be applied to the Class or Classes of Term Loans as the
Borrower shall specify. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied
to the Class or Classes of Term Loans as the Borrower shall specify and (b) applied to reduce Initial Term A Loan Repayment Amounts,
any Incremental Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as
the case may be, in each case, in such order and to such Classes as the Borrower may specify. At the Borrower’s election
in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan or
Revolving Credit Loan of a Defaulting Lender.


 


5.2           Mandatory
Prepayments.


 


(a)           Term
Loan Prepayments.


 


(i)           On
each occasion that a Prepayment Event occurs, the Borrower shall, within three Business Days after receipt of the Net Cash Proceeds
of a Debt Incurrence Prepayment Event and within ten Business Days after the occurrence of any other Prepayment Event (or, in
the case of Deferred Net Cash Proceeds, within ten Business Days after the Deferred Net Cash Proceeds Payment Date), prepay, in
accordance with clause (c) below, Term Loans with an equivalent principal amount equal to 100% of the Net Cash Proceeds
from such Prepayment Event.


 


(ii)           [Reserved].


 


(iii)          [Reserved].


 


(iv)          Notwithstanding
any other provisions of this Section 5.2, (A) to the extent that any or all of the Net Cash Proceeds of any Prepayment
Event by a Foreign Subsidiary that is not a Credit Party giving rise to a prepayment pursuant to clause (i) above
(a “Non-Credit Party Prepayment Event”) are prohibited or delayed by any applicable law from being repatriated
to the Credit Parties, an amount equal to the portion of such Net Cash Proceeds so affected will not be required to be applied
to repay Loans at the times provided in clause (i) above, but only so long, as the applicable law will not permit
repatriation to the Credit Parties (the Credit Parties hereby agreeing to cause the applicable Subsidiary to promptly take all
actions reasonably required by the applicable law to permit repatriation), and once a repatriation of any of such affected Net
Cash Proceeds is permitted under the applicable law, an amount equal to such Net Cash Proceeds will be promptly (and in any event
not later than ten Business Days after such repatriation is permitted) applied (net of any taxes that would be payable or reserved
against if such amounts were actually repatriated whether or not they are repatriated) to the repayment of the Loans pursuant
to clause (i) above and (B) to the extent that the Borrower has determined in good faith that repatriation of
any of or all the Net Cash Proceeds of a Foreign Subsidiary of any Non-Credit Party Prepayment Event would have a material adverse
tax consequence with respect to such Net Cash Proceeds, an amount equal to the Net Cash Proceeds so affected may be retained by
the applicable Foreign Subsidiary; provided that in the case of this clause (B), on or before the date on which
any Net Cash Proceeds from any Non-Credit Party Prepayment Event so retained would otherwise have been required to be applied
to reinvestments or prepayments pursuant to clause (i) above, (x) the Borrower shall apply an amount equal to
such Net Cash Proceeds to such reinvestments or prepayments as if such Net Cash Proceeds had been received by the Credit Parties
rather than such Foreign Subsidiary, less the amount of any taxes that would have been payable or reserved against if such Net
Cash Proceeds had been repatriated (or, if less, the Net Cash Proceeds that would be calculated if received by such Foreign Subsidiary)
or (y) such Net Cash Proceeds shall be applied to the repayment of Indebtedness of a Subsidiary that is not a Credit Party.
For the avoidance of doubt, nothing in this Agreement, including Section 5 shall be construed to require any Subsidiary
to repatriate cash.


 






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(b)           Repayment
of Revolving Credit Loans. If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures in respect
of any Class of Revolving Loans for any reason exceeds 100% of the Revolving Credit Commitment of such Class then in effect, the
Borrower shall forthwith repay on such date Revolving Loans of such Class in an amount equal to such excess. If after giving effect
to the prepayment of all outstanding Revolving Loans of such Class, the Revolving Credit Exposures of such Class exceed the Revolving
Credit Commitment of such Class then in effect, the Borrower shall Cash Collateralize the Letters of Credit Outstanding in relation
to such Class to the extent of such excess.


 


(c)           Application
to Repayment Amounts. Subject to Section 5.2(f), each prepayment of Term Loans required by Section 5.2(a)(i)
shall be allocated pro rata among the Initial Term A Loans, the Incremental Term Loans and the Extended Term Loans based on
the applicable remaining Repayment Amounts due thereunder and shall be applied within each Class of Term Loans in respect of such
Term Loans in direct order of maturity thereof or as otherwise directed by the Borrower; provided that the Borrower may
allocate a greater proportion of such prepayment in its sole discretion to the Initial Term A Loans to the extent agreed to by
the Lenders providing any applicable Incremental Term Loans and/or Extended Term Loans outstanding at such time. Subject to Section 5.2(f),
with respect to each such prepayment, the Borrower will, not later than the date specified in Section 5.2(a) for making
such prepayment, give the Administrative Agent written notice which shall include a calculation of the amount of such prepayment
to be applied to each Class of Term Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial
Term A Loan Lender, Incremental Term Loan Lender or Lender of Extended Term Loans, as applicable.


 


(d)           Application
to Term Loans. With respect to each prepayment of Term Loans required by Section 5.2(a), the Borrower may, if applicable,
designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; provided, that
if any Lender has provided a Rejection Notice in compliance with Section 5.2(f), such prepayment shall be applied with
respect to the Term Loans to be prepaid on a pro rata basis across all outstanding Types of such Term Loans in proportion to the
percentage of such outstanding Term Loans to be prepaid represented by each such Class. In the absence of a Rejection Notice or
a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make
such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section
2.11.


 


(e)           Application
to Revolving Credit Loans. With respect to each prepayment of Revolving Credit Loans, the Borrower may designate (i) the Types
of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made and (ii) the Revolving Loans to be prepaid,
provided that (y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans;
and (z) notwithstanding the provisions of the preceding clause (y), no prepayment of Revolving Loans shall be applied to
the Revolving Credit Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower. In the absence of a designation
by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation
in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11.


 


(f)           Rejection
Right. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to
be made pursuant to Section 5.2(a) at least three Business Days prior to the date of such prepayment. Each such notice
shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The
Administrative Agent will promptly notify each Lender holding Term Loans of the contents of such prepayment notice and of such
Lender’s pro rata share of the prepayment. Each Term Loan Lender may reject all (but not less than all) of its pro rata
share of any mandatory prepayment other than any such mandatory prepayment with respect to a Debt Incurrence Prepayment Event
under Section 5.2(a)(i) (such declined amounts, the “Declined Proceeds”) of Term Loans required to be
made pursuant to Section 5.2(a) by providing written notice (each, a “Rejection Notice”) to the Administrative
Agent no later than 5:00 p.m. (New York City time) one Business Day after the date of such Lender’s receipt of notice from
the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent
within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment
of Term Loans. Any Declined Proceeds shall be retained by the Borrower (“Retained Declined Proceeds”).


 






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5.3           Method
and Place of Payment.


 


(a)           Except
as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim
or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto or the Letter of
Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when
due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the
Administrative Agent shall specify for such purpose by notice to the Borrower, it being understood that written or facsimile notice
by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative
Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments
or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such
Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document,
be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually
received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day in the Administrative
Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled
thereto.


 


(b)           Any
payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next
succeeding Business Day in the Administrative Agent’s sole discretion for purposes of calculating interest thereon. Except
as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business
Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest
shall be payable during such extension at the applicable rate in effect immediately prior to such extension.


 


5.4           Net
Payments.


 


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


 


(i)         Any
and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to
the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes.


 


(ii)        If
any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold
or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably
determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount
withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on
account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so
that after any required withholding or deductions have been made (including withholding or deductions applicable to additional
sums payable under this Section 5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own
account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions
been made.


 


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


 


(c)           Tax
Indemnifications. Without limiting the provisions of subsection (a) or (b) above, the Borrower shall jointly
and severally indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof within 15 days after
demand therefor, for the full amount of Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section 5.4) payable by the Administrative Agent or such Lender,
as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes
or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of any such payment or liability (along with a written statement setting forth in reasonable detail the basis and calculation
of such amounts) delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error. If the Borrower reasonably believes that any such Indemnified Taxes or Other Taxes
were not correctly or legally asserted, the Administrative Agent and/or each affected Lender will use reasonable efforts to cooperate
with the Borrower in pursuing a refund of such Indemnified Taxes or Other Taxes so long as such efforts would not, in the sole
determination of the Administrative Agent or affected Lender, result in any additional costs, expenses or risks or be otherwise
disadvantageous to it.


 






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(d)           Evidence
of Payments. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided
in this Section 5.4, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to
the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory
to the Borrower or the Administrative Agent, as the case may be.


 


(e)           Status
of Lenders and Tax Documentation.


 


(i)         Each
Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower
or the Administrative Agent, such properly completed and executed documentation prescribed by applicable laws or by the taxing
authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative
Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Credit Document are
subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to
any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit
Party pursuant to any Credit Document or otherwise to establish such Lender’s status for withholding Tax purposes in the
applicable jurisdiction. Any documentation and information required to be delivered by a Lender pursuant to this Section 5.4(e)
(including any specific documentation set forth in subsection (ii) below) shall be delivered by such Lender (i) on
or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before any date on
which such documentation expires or becomes obsolete or invalid, (iii) after the occurrence of any change in the Lender’s
circumstances requiring a change in the most recent documentation previously delivered by it to the Borrower and the Administrative
Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and each such
Lender shall promptly notify in writing the Borrower and the Administrative Agent if such Lender is no longer legally eligible
to provide any documentation previously provided.


 


(ii)        Without
limiting the generality of the foregoing:


 


(A)          any
Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “U.S. Lender”)
shall deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other
documentation or information prescribed by applicable laws or reasonably requested by the Borrower or the Administrative Agent
as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject
to backup withholding or information reporting requirements;


 


(B)          each
Non-U.S. Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of U.S. federal withholding
Tax with respect to any payments hereunder or under any other Credit Document shall deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) whichever of the following is applicable:


 


(1)           executed
originals of the applicable Internal Revenue Service Form W-8 (or any successor form thereto) claiming eligibility for benefits
pursuant the applicable article of an income tax treaty to which the United States is a party;


 


(2)           executed
originals of Internal Revenue Service Form W-8ECI (or any successor form thereto);


 






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(3)          in
the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate, substantially in the form of Exhibit J-1 to the effect that such Non-U.S. Lender is not (A) a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10-percent shareholder” of the Borrower within the
meaning of Section 871(h)(3)(B) of the Code, or (C) a “controlled foreign corporation” related to the Borrower, as
described in Section 881(c)(3)(C) of the Code and that no payments under any Credit Document are effectively connected with such
Non-U.S. Lender’s conduct of a United States trade or business (a “Non-Bank Tax Certificate”), and (y)
executed originals of the applicable Internal Revenue Service Form W-8 (or any successor thereto);


 


(4)          
where such Lender is a partnership (for U.S. federal income tax purposes) or otherwise not a beneficial owner (e.g.,
where such Lender has sold a participation), Internal Revenue Service Form W-8IMY (or any successor thereto) accompanied by Internal
Revenue Service Form W-8ECI, W-8BEN, W-8BEN-E or W-9, as applicable, and/or other supporting documentation (including, where one
or more of the underlying beneficial owner(s) is claiming the benefits of the portfolio interest exemption, a Non-Bank Tax Certificate
of such beneficial owner(s) substantially in the form of Exhibit J-3 or J-4) (provided that if the Non-U.S.
Lender is a partnership and not a participating Lender, the Non-Bank Tax Certificate(s), substantially in the form of Exhibit
J-2, may be provided by the Non-U.S. Lender on behalf of the direct or indirect partner(s)); or


 


(5)          
executed originals of any other form prescribed by applicable laws as a basis for claiming exemption from or a reduction
in United States federal withholding Tax together with such supplementary documentation as may be prescribed by applicable laws
to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made;


 


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


 


(D)          
if the Administrative Agent is a “United States person” (as defined in Section 7701(a)(30) of the Code),
it shall provide the Borrower with two duly completed original copies of Internal Revenue Service Form W-9. If the Administrative
Agent is not a “United States person” (as defined in Section 7701(a)(30) of the Code), it shall provide the applicable
Form W-8 (together with required accompanying documentation) and certify that it is a U.S. branch that has agreed to be treated
as a U.S. person for United States federal withholding Tax purposes with respect to payments to be received by it on behalf of
the Lenders. Notwithstanding anything to the contrary in this Section 5.4, no Lender or the Administrative Agent shall be
required to deliver any documentation that it is not legally eligible to deliver.


 


(f)          
Treatment of Certain Refunds. If the Administrative Agent or any Lender determines, in its sole discretion
exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified
by any Credit Party or with respect to which any Credit Party has paid additional amounts pursuant to this Section 5.4,
the Administrative Agent or such Lender (as applicable) shall promptly pay to the Borrower an amount equal to such refund (but
only to the extent of indemnity payments made, or additional amounts paid, by the Credit Parties under this Section 5.4
with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including
any Taxes) incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative
Agent or such Lender is required to repay such refund to such Governmental Authority. In such event, the Administrative Agent or
such Lender, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment
or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that the
Administrative Agent or such Lender may delete any information therein that it deems confidential). Notwithstanding anything to
the contrary in this paragraph (f), in no event will the Administrative Agent or any Lender be required to pay any amount to an
indemnifying party pursuant to this paragraph (f) the payment of which would place the Administrative Agent or any Lender in a
less favorable net after-Tax position than the Administrative Agent or any Lender would have been in if the Tax subject to indemnification
and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the Administrative Agent
or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to
any Credit Party or any other Person.


 






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(g)          
For the avoidance of doubt, for purposes of this Section 5.4, the term “Lender” includes any Letter
of Credit Issuer and the term “applicable law” includes FATCA.


 


(h)          
Each party’s obligations under this Section 5.4 shall survive the resignation or replacement of the
Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the
repayment, satisfaction or discharge of all obligations under the Credit Documents.


 


5.5          
Computations of Interest and Fees.


 


(a)          
Except as provided in the next succeeding sentence, interest on LIBOR Loans shall be calculated on the basis of a
360-day year for the actual days elapsed. Interest on ABR Loans shall be calculated on the basis of a 365- (or 366-, as the case
may be) day year for the actual days elapsed.


 


(b)          
Fees and the average daily Stated Amount of Letters of Credit shall be calculated on the basis of a 360-day year
for the actual days elapsed.


 


5.6          
Limit on Rate of Interest.


 


(a)          
No Payment Shall Exceed Lawful Rate. Notwithstanding any other term of this Agreement, the Borrower shall
not be obliged to pay any interest or other amounts under or in connection with this Agreement or otherwise in respect of the Obligations
in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation.


 


(b)          
Payment at Highest Lawful Rate. If the Borrower is not obliged to make a payment that it would otherwise be
required to make, as a result of Section 5.6(a), the Borrower shall make such payment to the maximum extent permitted by
or consistent with applicable laws, rules, and regulations.


 


(c)          
Adjustment if Any Payment Exceeds Lawful Rate. If any provision of this Agreement or any of the other Credit
Documents would obligate the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated
at a rate that would be prohibited by any applicable law, rule or regulation, then notwithstanding such provision, such amount
or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may
be, as would not be so prohibited by law, such adjustment to be effected, to the extent necessary, by reducing the amount or rate
of interest required to be paid by the Borrower to the affected Lender under Section 2.8; provided that to the extent
lawful, the interest or other amounts that would have been payable but were not payable as a result of the operation of this Section
shall be cumulated and the interest payable to such Lender in respect of other Loans or periods shall be increased (but not above
the maximum rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the
date of repayment, shall have been received by such Lender.


 


Notwithstanding
the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received from the Borrower
an amount in excess of the maximum permitted by any applicable law, rule or regulation, then the Borrower shall be entitled, by
notice in writing to the Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending
such reimbursement, such amount shall be deemed to be an amount payable by that Lender to the Borrower.


 






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		Section 6.	Conditions
Precedent to Initial Borrowing



 


The
obligation of the Lenders to make Additional Term A Loans on the Restatement Effective Date is subject to the satisfaction of the
following conditions precedent.


 


6.1          
Restatement Agreement. The Administrative Agent shall have received the Restatement Agreement, executed and
delivered by a duly Authorized Officer of the Borrower and each other Credit Party.


 


6.2          
Reserved.


 


6.3          
Legal Opinions. The Administrative Agent shall have received the executed legal opinion of Goodwin Procter
LLP, special counsel to the Borrower. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such
counsel to deliver such legal opinions.


 


6.4          
Closing Certificates. The Administrative Agent (or its counsel) shall have received a certificate of each
of the Borrower and each Guarantor, dated the Restatement Effective Date, substantially in the form of Exhibit G, with appropriate
insertions, executed by any Authorized Officer (or in the case of the Borrower, any Director or authorized agent of the Borrower
(which, subject to Section 13.9, may include any Electronic Signatures transmitted by telecopy, emailed pdf. Or any other electronic
means that reproduces an image of an actual executed signature page)) and the Secretary or any Assistant Secretary of the Borrower
and each Guarantor, as applicable, and attaching the documents referred to in Section 6.5.


 


6.5          
Authorization of Proceedings of the Borrower and the other Credit Parties; Corporate Documents. The Administrative
Agent shall have received (i) a copy of the resolutions of the board of directors or other managers of the Borrower and the other
Credit Parties (or a duly authorized committee thereof) authorizing (a) the execution, delivery, and performance of the Credit
Documents (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the extensions of credit
contemplated hereunder, (ii) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or
other comparable organizational documents, as applicable, of the Borrower and the other Credit Parties, and (iii) signature
and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of the Borrower and
the other Credit Parties executing the Credit Documents to which it is a party.


 


6.6          
Fees. The Agents and Lenders shall have received, substantially simultaneously with the funding of the Additional
Term A Loans, fees in the amounts previously agreed in writing to be received on the Restatement Effective Date and, to the extent
invoiced at least three Business Days prior to the Restatement Effective Date (except as otherwise reasonably agreed by the Borrower),
reasonable out-of-pocket expenses in the amounts previously agreed in writing to be paid on the Restatement Effective Date (which
amounts may, at the Borrower’s option, be offset against the proceeds of the Additional Term A Loans).


 


6.7          
Solvency Certificate. On the Restatement Effective Date, the Administrative Agent shall have received a certificate
from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, or any other
senior financial officer of the Borrower to the effect that immediately following the making of the Additional Term A Loans on
the Restatement Effective Date and after giving effect to the application of the proceeds of such Additional Term A Loans (and
after giving effect to the Restatement Date Transactions, including the Restatement Date Distribution), the Borrower and its Subsidiaries
on a consolidated basis are Solvent; provided that, notwithstanding anything to the contrary set forth herein (including
the definition of “Solvent”), the certifications set forth in the certificate delivered pursuant to this Section
6.7 shall be deemed to be true and correct in all respects to the extent the Borrower has obtained a solvency opinion from
Bay Valuation Advisors, LLC or another third party financial advisory or accounting firm that is reasonably acceptable to the Administrative
Agent and experienced in such matters confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis on the
Restatement Effective Date immediately following the making of the Additional Term A Loans on the Restatement Effective Date and
after giving effect to the application of the proceeds of such Additional Term A Loans (and after giving effect to the Restatement
Date Transactions, including the Restatement Date Distribution).


 






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6.8          
Patriot Act. The Administrative Agent shall have received at least three days prior to the Restatement Effective
Date, (i) a Beneficial Ownership Certification for the Borrower and (ii) such other documentation and information as is reasonably
requested in writing at least seven Business Days prior to the Restatement Effective Date by the Administrative Agent about the
Credit Parties to the extent the Administrative Agent and the Borrower in good faith mutually agree is required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation,
the Patriot Act.


 


6.9          
Financial Statements. The Joint Lead Arrangers and Bookrunners shall have received the Historical Financial
Statements.


 


6.10         
No Default; Representations and Warranties. On the Restatement Effective Date, (a) no Default or Event of
Default shall have occurred and be continuing and (b) all representations and warranties made by any Credit Party contained herein
or in the other Credit Documents shall be true and correct in all material respects; provided that any such representations
and warranties which are qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all
respects.


 


6.11         
Notice of Term Loan Borrowing. The Administrative Agent shall have received a Notice of Borrowing with respect
to the Additional Term A Loans meeting the requirements of Section 2.3.


 


6.12         
Officer’s Certificate. The Administrative Agent shall have received from an Authorized Officer of the
Borrower an officer’s certificate certifying that the conditions set forth in Section 6.10 are satisfied as of the
Restatement Effective Date.


 


6.13         
Promissory Notes. The Borrower shall have delivered to any Lender requesting a promissory note evidencing
its Initial Term A Loans and/or Revolving Credit Commitments signed by an Authorized Officer of the Borrower.


 


For
purposes of determining compliance with the conditions specified in Section 6 on the Restatement Effective Date, each Lender
that has signed the Restatement Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless
the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date specifying
its objection thereto.


 


		Section 7.	Conditions
Precedent to All Credit Events



 


The
agreement of each Lender to make any Loan requested to be made by it on any date (excluding Revolving Credit Loans required to
be made by the Revolving Credit Lenders in respect of Unpaid Drawings pursuant to Sections 3.3 and 3.4) and the obligation
of the Letter of Credit Issuer to issue Letters of Credit on any date is subject to the satisfaction (or waiver) of the following
conditions precedent:


 


7.1          
No Default; Representations and Warranties. At the time of each Credit Event and also after giving effect
thereto (other than any Loan made pursuant to Section 2.14 or 2.15) (a) no Default or Event of Default shall have
occurred and be continuing and (b) all representations and warranties made by any Credit Party contained herein or in the other
Credit Documents shall be true and correct in all material respects (provided that any such representations and warranties
which are qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects) with
the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except
where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects (provided that any such representations and warranties which are
qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects) as of such earlier
date).


 






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7.2          
Notice of Borrowing; Letter of Credit Request.


 


(a)          
The Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.3.


 


(b)          
Prior to the making of each Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to Section
3.4(a)), the Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.3.


 


(c)          
Prior to the issuance of each Letter of Credit, the Administrative Agent and the Letter of Credit Issuer shall have
received a Letter of Credit Request meeting the requirements of Section 3.2(a).


 


The acceptance
of the benefits of each Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders
that all the applicable conditions specified in Section 7 above have been satisfied as of that time.


 


		Section 8.	Representations
and Warranties



 


In
order to induce the Lenders to enter into this Agreement, to make the Loans and issue or participate in Letters of Credit as provided
for herein, the Borrower makes the following representations and warranties to the Lenders, all of which shall survive the execution
and delivery of this Agreement and the making of the Loans and the issuance of the Letters of Credit (it being understood that
the following representations and warranties shall be deemed made with respect to any Foreign Subsidiary only to the extent relevant
under applicable law):


 


8.1          
Corporate Status. Each Credit Party (a) is a duly organized and validly existing corporation, limited liability
company or other entity in good standing (if applicable) under the laws of the jurisdiction of its organization and has the corporate,
limited liability company or other organizational power and authority to own its property and assets and to transact the business
in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing (if applicable) in all
jurisdictions where it is required to be so qualified, except where the failure to be so qualified would not reasonably be expected
to result in a Material Adverse Effect.


 


8.2          
Corporate Power and Authority. Each Credit Party has the corporate or other organizational power and authority
to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary
corporate or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which
it is a party. Each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit
Document constitutes the legal, valid, and binding obligation of such Credit Party enforceable in accordance with its terms (provided
that, with respect to the creation and perfection of security interests with respect to Indebtedness, Capital Stock and Stock Equivalents
of Foreign Subsidiaries, only to the extent enforceability of such obligation with respect to which Capital Stock and Stock Equivalents
of Foreign Subsidiaries is governed by the Uniform Commercial Code), except as the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity.


 


8.3          
No Violation. Neither the execution, delivery or performance by any Credit Party of the Credit Documents to
which it is a party nor compliance with the terms and provisions thereof nor the other transactions contemplated hereby or thereby
will (a) contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree
of any court or governmental instrumentality, (b) result in any breach of any of the terms, covenants, conditions or provisions
of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien
upon any of the property or assets of such Credit Party or any of the Restricted Subsidiaries (other than Liens created under the
Credit Documents or Permitted Liens) pursuant to, the terms of any material indenture, loan agreement, lease agreement, mortgage,
deed of trust, agreement or other material instrument to which such Credit Party or any of the Restricted Subsidiaries is a party
or by which it or any of its property or assets is bound (any such term, covenant, condition or provision, a “Contractual
Requirement”) other than any such breach, default or Lien that would not reasonably be expected to result in a Material
Adverse Effect or (c) violate any provision of the certificate of incorporation, by-laws, articles or other organizational documents
of such Credit Party or any of the Restricted Subsidiaries.


 






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8.4          
Litigation. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened
in writing against the Borrower or any of the Restricted Subsidiaries that would reasonably be expected to result in a Material
Adverse Effect.


 


8.5          
Margin Regulations. Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of
its important activities, in the business of extending credit for the purpose of buying or carrying margin stock, and no portion
of the proceeds of any credit extension hereunder shall be used in any manner, whether directly or indirectly, that causes or could
reasonably be expected to cause, such credit extension or the application of such proceeds to violate Regulation T, Regulation
U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Securities Exchange Act of 1934,
as amended.


 


8.6          
Governmental Approvals. The execution, delivery and performance of each Credit Document does not require any
consent or approval of, registration or filing with, or other action by, any Governmental Authority, except for (i) such as have
been obtained or made and are in full force and effect, (ii) filings, consents, approvals, registrations and recordings in respect
of the Liens created pursuant to the Security Documents (and to release existing Liens), and (iii) such licenses, approvals, authorizations,
registrations, filings or consents the failure of which to obtain or make would not reasonably be expected to result in a Material
Adverse Effect.


 


8.7          
Investment Company Act. Neither the Borrower nor any Restricted Subsidiary is an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.


 


8.8          
True and Complete Disclosure.


 


(a)          
None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished
by or on behalf of the Borrower, any of the Restricted Subsidiaries or any of their respective authorized representatives to the
Administrative Agent, any Joint Lead Arranger and Bookrunner, and/or any Lender on or before the Restatement Effective Date for
purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material
fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading
at such time in light of the circumstances under which such information or data was furnished (after giving effect to all supplements
and updates), it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data
shall not include pro forma financial information, projections, estimates (including financial estimates, forecasts, and
other forward-looking information) or other forward looking information and information of a general economic or general industry
nature.


 


(b)          
The projections (including financial estimates, budgets, forecasts, and other forward-looking information) contained
in the information and data referred to in paragraph (a) above were based on good faith estimates and assumptions believed
by such Persons to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events
are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s
control, 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 from the projected results and such differences may be material.


 


8.9          
Financial Condition; Financial Statements.


 


(a)          
The Historical Financial Statements, in each case present fairly in all material respects the combined financial
position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods
covered thereby. The financial statements referred to in clause (a)(ii) of this Section 8.9 have been prepared in
accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. As of the Restatement
Effective Date, neither the Borrower nor any Restricted Subsidiary has any material guarantee obligations or contingent liabilities
or unusual forward or long-term commitments, in each case, that are not reflected in the most recent financial statements referred
to in this paragraph, except as would not reasonably be expected to result in a Material Adverse Effect.


 






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(b)          
There has been no Material Adverse Effect since December 31, 2018.


 


Each Lender and
the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate Historical
Financial Statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof,
and that such restatements will not result in a Default or an Event of Default under the Credit Documents.


 


8.10          
Compliance with Laws; No Default. Each Credit Party is in compliance with all Requirements of Law applicable
to it or its property, except where the failure to be so in compliance would not reasonably be expected to result in a Material
Adverse Effect. No Default has occurred and is continuing.


 


8.11          
Tax Matters. Except as would not reasonably be expected to have a Material Adverse Effect, (a) the Borrower
and each of the Restricted Subsidiaries has filed all Tax returns required to be filed by it and has timely paid all Taxes payable
by it (whether or not shown on a Tax return and including in its capacity as a withholding agent) that have become due, other than
those being contested in good faith and by proper proceedings if it has maintained adequate reserves (in the good faith judgment
of management of the Borrower or such Restricted Subsidiary, as applicable) with respect thereto in accordance with GAAP and (b)
the Borrower and each of the Restricted Subsidiaries has paid, or has provided adequate reserves (in the good faith judgment of
management of the Borrower or such Restricted Subsidiary, as applicable) in accordance with GAAP for the payment of all Taxes not
yet due and payable. There is no current or proposed Tax assessment, deficiency or other claim against the Borrower or any Restricted
Subsidiary that would reasonably be expected to result in a Material Adverse Effect.


 


8.12          
Compliance with ERISA.


 


(a)          
Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Credit Party and each of their
respective ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to
Pension Plans and the regulations and the published interpretation thereunder and (ii) no ERISA Event has occurred or is reasonably
expected to occur.


 


(b)          
Except as would not reasonably be expected to have a Material Adverse Effect, no Foreign Plan Event has occurred
or is reasonably expected to occur.


 


8.13          
Subsidiaries. Schedule 8.13 lists each Subsidiary of the Borrower (and the direct and indirect ownership
interest of the Borrower therein), in each case existing on the Restatement Effective Date after giving effect to the Restatement
Date Transactions.


 


8.14          
Intellectual Property. Each of the Borrower and its Restricted Subsidiaries owns or has the right to use all
Intellectual Property that is used in or otherwise necessary for the operation of their respective businesses as currently conducted,
except where the failure of the foregoing would not reasonably be expected to have a Material Adverse Effect. The operation of
their respective businesses by each of the Borrower and its Restricted Subsidiaries does not infringe upon, misappropriate, violate
or otherwise conflict with the Intellectual Property of any third party, except as would not reasonably be expected to have a Material
Adverse Effect.


 


8.15          
Environmental Laws.


 


(a)          
Except as would not reasonably be expected to have a Material Adverse Effect: (i) each of the Borrower and its Restricted
Subsidiaries and their respective operations and properties are in compliance with all Environmental Laws; (ii) none of the Borrower,
nor any Restricted Subsidiary has received written notice of any Environmental Claim; (iii) none of the Borrower nor any Restricted
Subsidiary is conducting any investigation, removal, remedial or other corrective action pursuant to any Environmental Law at any
location; and (iv) to the knowledge of the Borrower, no underground or above ground storage tank or related piping, or any impoundment
or other disposal area containing Hazardous Materials is located at, on or under any Real Estate currently owned or leased by the
Borrower or any of the Restricted Subsidiaries.


 






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(b)          
None of the Borrower or any of the Restricted Subsidiaries has treated, stored, transported, Released or arranged
for disposal or transport for disposal or treatment of Hazardous Materials at, on, under or from any currently or, formerly owned
or operated property nor, to the knowledge of the Borrower, has there been any other Release of Hazardous Materials at, on, under
or from any such properties, in each case, in a manner that would reasonably be expected to have a Material Adverse Effect.


 


8.16          
Properties.


 


(a)          
Each of the Borrower and its Restricted Subsidiaries has good and valid record title to, valid leasehold interests
in, or rights to use, all properties that are necessary for the operation of their respective businesses as currently conducted
and as proposed to be conducted, free and clear of all Liens (other than any Liens permitted by this Agreement) and except where
the failure to have such good title or interest would not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect.


 


(b)          
Set forth on Schedule 1.1(a) is a list of each real property owned by any Credit Party as of the Restatement
Effective Date having a Fair Market Value in excess of $5,000,000.


 


8.17          
Solvency. On the Restatement Effective Date (after giving effect to the Restatement Date Transactions, including
the Restatement Date Distribution) immediately following the making of the Additional Term A Loans and after giving effect to the
application of the proceeds of such Additional Term A Loans, the Borrower and its Restricted Subsidiaries on a consolidated basis
will be Solvent; provided that, notwithstanding anything to the contrary set forth herein (including the definition of “Solvent”),
the representation and warranty set forth in this Section 8.17 shall be deemed to be true and correct in all respects to
the extent the Borrower has obtained a solvency opinion from Bay Valuation Advisors, LLC or another third party financial advisory
or accounting firm that is reasonably acceptable to the Administrative Agent and experienced in such matters confirming the solvency
of the Borrower and its Restricted Subsidiaries on a consolidated basis on the Restatement Effective Date immediately following
the making of the Additional Term A Loans and after giving effect to the application of the proceeds of such Additional Term A
Loans (after giving effect to the Restatement Date Transactions, including the Restatement Date Distribution).


 


8.18          
Patriot Act. On the Restatement Effective Date, the Borrower has provided to the Administrative Agent all
information related to the Borrower and its Restricted Subsidiaries (including but not limited to names, addresses and tax identification
numbers (if applicable)) reasonably requested in writing by the Administrative Agent and mutually agreed to be required by the
Patriot Act to be obtained by the Administrative Agent or any Lender and the use of proceeds of the Loans will not violate the
Patriot Act in any material respect.


 


8.19          
OFAC and FCPA.


 


(a)          
The Borrower and its Restricted Subsidiaries will not, directly or indirectly, use the proceeds of the Loans, to
lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, for the purpose
of unlawfully funding (i) any activities of or business with any Person, or in any country or territory, that, at the time of such
funding, is the subject of Sanctions, or (ii) any other transaction that will result in a violation by any Person (including any
Person participating in the transactions, whether as a underwriter, advisor, investor, lender or otherwise) of Sanctions.


 


(b)          
The Borrower and its Restricted Subsidiaries will not use the proceeds of the Loans directly, or, to the knowledge
of the Borrower, indirectly, for any payments to any governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business
or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”).


 






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(c)          
Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect,
to the knowledge of the Borrower, neither the Borrower nor the Restricted Subsidiaries has, in the past three years, committed
a violation of applicable regulations of the United States Department of the Treasury’s Office of Foreign Assets Control
(“OFAC”), Title III of the Patriot Act or the FCPA.


 


(d)          
None of the Borrower, the Restricted Subsidiaries or, to the knowledge of the Borrower, any director, officer, employee
or agent of any Credit Party or other Restricted Subsidiary, in each case, is an individual or entity currently on OFAC’s
list of Specially Designated Nationals and Blocked Persons or is the subject of Sanctions administered by OFAC or the U.S. Department
of State, nor is the Borrower or any Restricted Subsidiary located, organized or resident in a country or territory that is the
subject of Sanctions.


 


		Section 9.	Affirmative
Covenants.



 


The
Borrower hereby covenants and agrees that on the Closing Date and thereafter, until the Commitments and each Letter of Credit have
terminated or been collateralized in accordance with the terms of this Agreement and the Loans and Unpaid Drawings, together with
interest, Fees and all other Obligations incurred hereunder (other than contingent indemnity obligations, Secured Hedge Obligations
and Secured Cash Management Obligations and Letters of Credit collateralized in accordance with the terms of this Agreement), are
paid in full:


 


9.1          
Information Covenants. The Borrower will furnish to the Administrative Agent (which shall promptly make such
information available to the Lenders in accordance with its customary practice):


 


(a)          
Annual Financial Statements. As soon as available and in any event within five days after the date on which
such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such
financial statements are not required to be filed with the SEC, on or before the date that is 120 days after the end of each such
fiscal year), the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as at the end of each fiscal year,
and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated
and/or combined figures for the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in each
case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified
as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that
together would constitute a Material Subsidiary) as a going concern (other than any exception, explanatory paragraph or qualification,
that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date under the Indebtedness,
(ii) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period or (iii) the activities,
operations, financial results, assets or liabilities of any Unrestricted Subsidiary).


 


(b)          
Quarterly Financial Statements. As soon as available and in any event within five days after the date on which
such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect
to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are
not required to be filed with the SEC, on or before the date that is 60 days after the end of each such quarterly accounting period),
the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as at the end of such quarterly period and the related
consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended
with the last day of such quarterly period, and the related consolidated statement of cash flows for the elapsed portion of the
fiscal year ended with the last day of the applicable quarterly period, and setting forth comparative consolidated and/or combined
figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of
the related period in the prior fiscal year, all of which shall be certified by an Authorized Officer of the Borrower as fairly
presenting in all material respects the financial condition, results of operations and cash flows of the Borrower and its Restricted
Subsidiaries as at such date and for such periods in accordance with GAAP (except as noted therein), subject to changes resulting
from normal year-end adjustments and the absence of footnotes.


 


(c)          
Beneficial Ownership Certification. Promptly following any request therefor, information and documentation
reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation.


 






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(d)          
Officer’s Certificates. Not later than five days after the delivery of the financial statements provided
for in Sections 9.1(a) and (b), a certificate of an Authorized Officer of the Borrower to the effect that no Default
or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof, as the
case may be, which certificate shall set forth (i) a specification of any change in the identity of the Restricted Subsidiaries
and the Unrestricted Subsidiaries as at the end of the fiscal year or the fiscal quarter, as the case may be, from the Restricted
Subsidiaries and the Unrestricted Subsidiaries, respectively, identified to the Lenders on the Closing Date or in the most recent
certificate delivered pursuant to this clause (d) in which any such changes were disclosed, as the case may be, and (ii) the
Consolidated Total Debt to Consolidated EBITDA Ratio for such Test Period and the then applicable Status and, in each case, the
underlying calculations in connection therewith. At the time of the delivery of the financial statements provided for in Section
9.1(a), a certificate of an Authorized Officer of the Borrower setting forth changes to the legal name, jurisdiction of formation
and type of entity and, solely with respect to any Credit Party organized in a jurisdiction where an organizational identification
number is required to be included in a Uniform Commercial Code financing statement, organizational number (or equivalent) of any
Credit Party or confirming that there has been no change in such information since the Closing Date or the date of the most recent
certificate delivered pursuant to this clause (d) in which any such changes were disclosed, as the case may be.


 


(e)          
Notice of Default or Litigation. Promptly after an Authorized Officer of the Borrower or any of the Restricted
Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event that constitutes a Default or Event of Default,
which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower proposes to take with
respect thereto and (ii) any litigation or governmental proceeding pending against the Borrower or any of the Subsidiaries that
would reasonably be expected to be determined adversely and, if so determined, to result in a Material Adverse Effect.


 


(f)          
Environmental Matters. Promptly after an Authorized Officer of the Borrower or any of the Restricted Subsidiaries
obtains knowledge of any one or more of the following environmental matters, unless such environmental matters would not reasonably
be expected to result in a Material Adverse Effect, notice of:


 


(i)          
any pending or threatened Environmental Claim against any Credit Party or any Real Estate; and


 


(ii)          
the conduct of any investigation, or any removal, remedial or other corrective action in response to the actual or
alleged presence, Release or threatened Release of any Hazardous Material on, at, under or from any Real Estate.


 


All
such notices shall describe in reasonable detail the nature of the claim, investigation or removal, remedial or other corrective
action in response thereto. The term “Real Estate” shall mean land, buildings, facilities and improvements owned
or leased by any Credit Party.


 


(g)          
Budgets. Within 90 days after the commencement of each fiscal year of the Borrower but prior to an IPO,
a budget of the Borrower in reasonable detail on a quarterly basis for such fiscal year as customarily prepared by management of
the Borrower and limited to a projected consolidated statement of operations and a bridge to projected Consolidated EBITDA (collectively,
the “Projections”), which Projections shall in each case be accompanied by a certificate of an Authorized Officer
of the Borrower stating that such Projections have been prepared in good faith based on assumptions that were believed to be reasonable
at the time of preparation of such Projections, it being understood that actual results may vary from such Projections.


 






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(h)          
Other Information. Promptly upon filing thereof, copies of any filings (including on Form 10-K, 10-Q or 8-K)
or registration statements (other than drafts of pre-effective versions of registration statements) with, and reports to, the SEC
or any analogous Governmental Authority in any relevant jurisdiction by the Borrower or any of the Restricted Subsidiaries (other
than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is
delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statements
on Form S-8) and copies of all financial statements, proxy statements, notices, and reports that the Borrower or any of the Restricted
Subsidiaries shall send to the holders of any publicly issued debt of the Borrower and/or any of the Restricted Subsidiaries, in
their capacity as such holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent
pursuant to this Agreement) and, with reasonable promptness, such other information (financial or otherwise) as the Administrative
Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing
from time to time; provided, that none of the Borrower nor 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 contractors) is prohibited by law, or any binding agreement, (iii) that is subject to attorney client or similar privilege
or constitutes attorney work product or (iv) that is otherwise subject to Section 13.16.


 


Notwithstanding
the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to
financial information of the Borrower and its Restricted Subsidiaries by furnishing (A) the applicable financial statements of
the Borrower or any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent
thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of subclauses
(A) and (B) of this paragraph, to the extent such information relates to a parent of the Borrower, such information
is accompanied by consolidating or other information that explains in reasonable detail the differences between the information
relating to such parent, on the one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a standalone
basis, on the other hand.


 


Documents
required to be delivered pursuant to clauses (a), (b), and (h) of this Section 9.1 (to the extent any
such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto
on the Borrower’s website on the Internet; (ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency
or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website
or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the
SEC’s website on the internet at www.sec.gov; provided, that, (A) the Borrower shall, at the request of the Administrative
Agent, continue to deliver copies (which delivery may be by electronic transmission ) of such documents to the Administrative Agent
and (B) the Borrower shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent
of the posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely
accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining
its copies of such documents.


 


Each
Credit Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial
statements and certificates furnished pursuant to Sections 9.1(a), (b) and (d) above are hereby deemed to
be suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders
as not containing any material nonpublic information.


 


9.2          
Books, Records, and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, permit officers
and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or
assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s
control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the
extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the
Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with,
and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals
and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such
meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided
that, excluding any such visits and inspections during the continuation of an Event of Default, (a) only the Administrative Agent
on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2,
(b) the Administrative Agent shall not exercise such rights more than one time in any calendar year, which such visit will be at
the Borrower’s expense, and (c) notwithstanding anything to the contrary in this Section 9.2, none of the Borrower
or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts
of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial
proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives
or contractors) is prohibited by law or any agreement binding on a third-party or (iii) is subject to attorney-client or similar
privilege or constitutes attorney work product; provided, further, that when an Event of Default exists, the Administrative
Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do
any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice.
The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with
the Borrower’s independent public accountants.


 






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9.3          
Maintenance of Insurance. (a) The Borrower will, and will cause each Material Subsidiary to, at all times
maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Borrower believes
(in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage
is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes
(in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business
and the availability of insurance on a cost-effective basis) and against at least such risks (and with such risk retentions) as
the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size
and nature of its business and the availability of insurance on a cost-effective basis; and will furnish to the Administrative
Agent, promptly following written request from the Administrative Agent, information presented in reasonable detail as to the insurance
so carried and (b) if at any time the area in which any improvements located on any Mortgaged Property is designated by the Federal
Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has
been made available under the Flood Insurance Laws, then the Borrower shall, or shall cause each applicable Credit Party to (i)
maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise
sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, (ii) cooperate
with the Administrative Agent and provide information reasonably required by the Administrative Agent to comply with the Flood
Insurance Laws and (iii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable
to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance. Each such policy of
general liability (including excess and umbrella general liability), property or casualty insurance shall (i) in the case of each
general liability (including excess and umbrella general liability) insurance policy, name the Collateral Agent, on behalf of the
Secured Parties as an additional insured thereunder as its interests may appear and (ii) in the case of each property or casualty
insurance policy, contain a loss payable clause or endorsement that names the Collateral Agent, on behalf of the Secured Parties
as the loss payee thereunder; provided that, unless an Event of Default shall have occurred and be continuing subject to
Section 5.2, (A) all proceeds from insurance policies shall be paid to the Borrower or applicable Guarantor, (B) to the extent
the Collateral Agent receives any proceeds, the Collateral Agent shall, promptly following receipt of an Officer’s Certificate
of the Borrower certifying that no Event of Default has occurred and is continuing, turn over to the Borrower any amounts received
by it as an additional insured or loss payee under any property insurance maintained by the Borrower or any of its Subsidiaries,
and (C) the Collateral Agent agrees that the Borrower and its Subsidiaries shall have the sole right to adjust or settle any claims
under such insurance.


 


9.4          
Payment of Taxes. Except as would not reasonably be expected to have a Material Adverse Effect, the Borrower
will pay and discharge, and will cause each of the Restricted Subsidiaries to pay and discharge, all material Taxes imposed upon
it (including in its capacity as a withholding agent) or upon its income or profits, or upon any properties belonging to it, prior
to the date on which material penalties attach thereto, and all lawful material claims in respect of any Taxes imposed, assessed
or levied that, if unpaid, would reasonably be expected to become a material Lien upon any properties of the Borrower or any of
the Restricted Subsidiaries.


 


9.5          
Preservation of Existence; Consolidated Corporate Franchises. The Borrower will, and will cause each Material
Subsidiary to, take all actions necessary (a) to preserve and keep in full force and effect its existence, organizational rights
and authority and (b) to maintain its rights, privileges (including its good standing (if applicable)), permits, licenses and franchises
necessary in the normal conduct of its business, in each case, except to the extent that the failure to do so would not reasonably
be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate
any transaction permitted under Permitted Investments and Sections 10.2, 10.3, 10.4, or 10.5.


 






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9.6          
Compliance with Statutes, Regulations, Etc. The Borrower will, and will cause each Restricted Subsidiary to,
(a) comply with all applicable laws, rules, regulations, and orders applicable to it or its property, including, without limitation,
applicable laws administered by OFAC, the FCPA and the Patriot Act the rules and regulations promulgated thereunder, and all governmental
approvals or authorizations required to conduct its business, and to maintain all such governmental approvals or authorizations
in full force and effect, (b) comply with, and use commercially reasonable efforts to ensure compliance by all tenants and subtenants,
if any, with, all Environmental Laws, and obtain and comply with and maintain, and use commercially reasonable efforts to ensure
that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations
or permits required by Environmental Laws, and (c) conduct and complete all investigations, studies, sampling and testing, and
all remedial, removal, and other actions required under Environmental Laws and promptly comply with all lawful orders and directives
of all Governmental Authorities regarding Environmental Laws, other than such orders and directives which are being timely contested
in good faith by proper proceedings, except in each case of clauses (a), (b), and (c) of this Section 9.6,
where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.


 


9.7          
ERISA. (a) The Borrower will furnish to the Administrative Agent promptly following receipt thereof, copies
of any documents described in Sections 101(k) or 101(l) of ERISA that any Credit Party or any of its Subsidiaries may request with
respect to any Multiemployer Plan to which a Credit Party or any of its Subsidiaries is obligated to contribute; provided
that if the Credit Parties or any of their Subsidiaries have not requested such documents or notices from the administrator or
sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Credit Parties shall
promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies
of such documents and notices to the Administrative Agent promptly after receipt thereof; provided, further, that
the rights granted to the Administrative Agent in this Section 9.7(a) shall be exercised not more than once with respect
to the same Multiemployer Plan during any applicable plan year, and (b) the Borrower will notify the Administrative Agent
promptly following the occurrence of any ERISA Event or Foreign Plan Event that, alone or together with any other ERISA Events
or Foreign Plan Events that have occurred, would reasonably be expected to result in liability of any Credit Party that would reasonably
be expected to have a Material Adverse Effect.


 


9.8          
Maintenance of Properties. The Borrower will, and will cause each of the Restricted Subsidiaries to, keep
and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear,
casualty, and condemnation excepted, except to the extent that the failure to do so would not reasonably be expected to have a
Material Adverse Effect.


 


9.9          
Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to
conduct, all transactions with any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate
payments or consideration in excess of the greater of (x) $8,250,000 and (y) 5.5% of TTM Consolidated for any individual transaction
or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary
as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the
board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions
shall not apply to (a) [reserved], (b) transactions permitted by Section 10.5, (c) consummation of the Transactions and
the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of the Borrower (or any direct
or indirect parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (e) loans, advances and
other transactions between or among the Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal
entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of
the Borrower but for the Borrower’s or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint
venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower
and its Restricted Subsidiaries and their respective employees, directors, officers, managers, consultants or independent contractors
(including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the
ordinary course of business (including loans and advances in connection therewith), (g) [reserved], (h) the payment of customary
fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, employees, directors, officers, managers, consultants
or independent contractors of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course
of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, (i) transactions undertaken
pursuant to membership in a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of
the Restatement Effective Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment,
modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as
compared to the applicable agreement as in effect on the Restatement Effective Date as determined by the Borrower in good faith),
(k) consummation of the Restatement Date Transactions and the payment of the Restatement Date Transaction Expenses, (l) transactions
by Borrower and its Subsidiaries consummated or undertaken, or otherwise subject to any IPO Reorganization Transactions, (m) the
existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation
of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it
was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate
prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such transaction
was not entered into in contemplation of such designation or redesignation, as applicable, (n) Affiliate repurchases of the Loans
or Commitments to the extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions
contemplated herein in respect thereof and (o) any customary transactions with a Receivables Subsidiary effected as part of a Receivables
Facility.


 






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9.10          
End of Fiscal Years. The Borrower will, for financial reporting purposes, cause each of its, and each of the
Restricted Subsidiaries’, fiscal years to end on dates consistent with past practice; provided, however, that
the Borrower may, upon written notice to the Administrative Agent change the financial reporting convention specified above to
(x) align the dates of such fiscal year and for any Restricted Subsidiary whose fiscal years end on dates different from those
of the Borrower or (y) any other financial reporting convention (including a change of fiscal year) reasonably acceptable (such
consent not to be unreasonably withheld or delayed) to the Administrative Agent, in which case the Borrower and the Administrative
Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary in order to
reflect such change in financial reporting.


 


9.11          
Additional Guarantors and Grantors. Subject to the Perfection Exceptions and any applicable limitations set
forth in the Security Documents, the Borrower will cause each direct or indirect Subsidiary (other than any Excluded Subsidiary)
formed or otherwise purchased or acquired after the Closing Date (including pursuant to a Permitted Acquisition), and each other
Subsidiary that ceases to constitute an Excluded Subsidiary, within 60 days from the date of such formation, acquisition or cessation,
as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and the Borrower may
at its option cause any Domestic Subsidiary, to execute a supplement to each of the Guarantee, the Pledge Agreement and the Security
Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably
requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security
Documents and otherwise in form and substance reasonably satisfactory to the Collateral Agent and take all other action reasonably
requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created
and perfected by the Credit Parties on the Closing Date and pursuant to Section 9.14(d) in the case of such Credit Parties.
For the avoidance of doubt, no Credit Party or any Restricted Subsidiary that is a Domestic Subsidiary shall be required to take
any action outside the United States to perfect any security interest in the Collateral (including the execution of any agreement,
document or other instrument governed by the law of any jurisdiction other than the United States, any State thereof or the District
of Columbia).


 


9.12          
Pledge of Additional Stock and Evidence of Indebtedness. Subject to the Perfection Exceptions and any applicable
limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent
and the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits
to be obtained by the Lenders therefrom or (y) to the extent doing so would reasonably be expected to result in material adverse
Tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, the Borrower will and
will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than any Excluded
Stock and Stock Equivalents) held directly by the Borrower or any other Credit Party, (ii) all evidences of Indebtedness in
excess of $10,000,000 received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to
Section 10.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $10,000,000
that is owing to the Borrower or any other Credit Party, in each case, to be delivered to the Collateral Agent as security for
the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents.
Notwithstanding the foregoing any promissory note among the Borrower and/or its Subsidiaries need not be delivered to the Collateral
Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii)
such promissory note is not delivered to any other party other than the Borrower or any other Credit Party, in each case, owed
money thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral
Agent.


 






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9.13          
Use of Proceeds.


 


(a)          
The Borrower will use the proceeds of the Additional Term A Loans, together with cash on hand of the Borrower, to
finance the Restatement Date Distribution and to pay Restatement Date Transaction Expenses.


 


(b)          
The Borrower will use Letters of Credit and Revolving Loans for working capital and general corporate purposes (including
any transaction not prohibited by the Credit Documents).


 


9.14          
Further Assurances.


 


(a)          
Subject to the Perfection Exceptions and the terms of Sections 9.11 and 9.12, this Section 9.14
and the Security Documents, the Borrower will, and will cause each other Credit Party to, execute any and all further documents,
financing statements, agreements, and instruments, and take all such further actions (including the filing and recording of financing
statements, fixture filings, mortgages, deeds of trust, and other documents) that may be required under any applicable law, or
that the Collateral Agent or the Required Lenders may reasonably request, in order to grant, preserve, protect, and perfect the
validity and priority of the security interests created or intended to be created by the applicable Security Documents, all at
the expense of the Borrower and its Restricted Subsidiaries.


 


(b)          
Subject to the Perfection Exceptions and any applicable limitations set forth in the Security Documents and other
than (x) when in the reasonable determination of the Administrative Agent and the Borrower (as agreed to in writing), the cost
or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to
the extent doing so would result in material adverse Tax consequences as reasonably determined by the Borrower in consultation
with the Administrative Agent, if any assets (other than Excluded Property) (including any real estate or improvements thereto
or any interest therein but excluding Capital Stock and Stock Equivalents of any Subsidiary and excluding any real estate which
the Borrower or applicable Credit Party intends to dispose of pursuant to a Permitted Sale Leaseback so long as actually disposed
of within 270 days of acquisition (or such longer period as the Administrative Agent may reasonably agree)) with a book value in
excess of $5,000,000 (at the time of acquisition) are acquired by the Borrower or any other Credit Party after the Closing Date
(other than assets constituting Collateral under a Security Document that become subject to the Lien of the applicable Security
Document upon acquisition thereof) that are of a nature secured by a Security Document or that constitute a fee interest in real
property in the United States, the Borrower will notify the Collateral Agent, and, if requested by the Collateral Agent, the Borrower
will cause such assets to be subjected to a Lien securing the Obligations and will take, and cause the other applicable Credit
Parties to take, such actions as shall be necessary or reasonably requested by the Collateral Agent, as soon as commercially reasonable
but in no event later than 90 days, unless extended by the Administrative Agent in its sole discretion, to grant and perfect such
Liens consistent with the applicable requirements of the Security Documents, including actions described in clause (a) of
this Section 9.14.


 


(c)          
Any Mortgage delivered to the Administrative Agent in accordance with the preceding clause (b) shall, if requested
by the Collateral Agent, be received as soon as commercially reasonable but in no event later than 90 days (except as set forth
in the preceding clause (b)), unless extended by the Administrative Agent acting reasonably and accompanied by (x) a policy
or policies (or an unconditional binding commitment therefor to be replaced by a final title policy) of title insurance (each a
 “Title Policy”) issued by a nationally recognized title insurance company, in such amounts as reasonably acceptable
to the Administrative Agent not to exceed the book value of the applicable Mortgaged Property, insuring the Lien of each Mortgage
as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section
10.2 or as otherwise permitted by the Administrative Agent and otherwise in form and substance reasonably acceptable to the
Administrative Agent and the Borrower, together with such endorsements, coinsurance and reinsurance as the Administrative Agent
may reasonably request but only to the extent such endorsements are (i) available in the relevant jurisdiction (provided
in no event shall the Administrative Agent request a creditors’ rights endorsement) and (ii) available at commercially reasonable
rates, (y) an opinion of local counsel to the applicable Credit Party in form and substance reasonably acceptable to the Administrative
Agent (with respect to, among other things, enforceability and due authorization, execution and delivery of the applicable Mortgage),
(z) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination, and if any
improvements on such Mortgaged Property are located in a special flood hazard area, (i) a notice about special flood hazard area
status and flood disaster assistance duly executed by the applicable Credit Parties and (ii) certificates of insurance evidencing
the insurance required by Section 9.3 in form and substance reasonably satisfactory to the Administrative Agent, each of
which shall (I) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss
payable or mortgagee endorsement (as applicable), (II) name the Collateral Agent, on behalf of the Secured Parties, as additional
insured or loss payee/mortgagee (as applicable), (III) identify the address of each property located in a special flood hazard
area, indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto, (IV) provide
that the insurer will give the Administrative Agent 45 days’ written notice of cancellation or non-renewal and (V) shall
be otherwise in form and substance reasonably satisfactory to the Administrative Agent, and (aa) an ALTA survey in a form and substance
reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title
company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the endorsements
required in (x) above.


 






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(d)          
Post-Closing Covenant. The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete
each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth
in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.


 


9.15          
Lines of Business. The Borrower and its Restricted Subsidiaries, taken as a whole, will not fundamentally
and substantively alter the character of their business, taken as a whole, from the business conducted by the Borrower and the
Subsidiaries, taken as a whole, on the Closing Date and other business activities which are extensions thereof or otherwise incidental,
synergistic, reasonably related, or ancillary to any of the foregoing (and non-core incidental businesses acquired in connection
with any Permitted Acquisition or Permitted Investment).


 


		Section 10.	Negative
Covenants



 


The
Borrower hereby covenants and agrees that on the Closing Date and thereafter, until the Commitments and each Letter of Credit have
terminated or been collateralized in accordance with the terms of this Agreement and the Loans and Unpaid Drawings, together with
interest, Fees, and all other Obligations incurred hereunder (other than contingent indemnity obligations, Secured Hedge Obligations
and Secured Cash Management Obligations and Letters of Credit, collateralized in accordance with the terms of this Agreement),
are paid in full:


 


10.1          
Limitation on Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to create,
incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur”
and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the
Borrower will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified
Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that the Borrower and
its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and
any Restricted Subsidiary may incur Permitted Other Indebtedness (including Acquired Indebtedness), issue shares of Disqualified
Stock and issue shares of preferred stock, if, after giving effect thereto on a Pro Forma Basis, the Borrower is in compliance
with the Consolidated Total Debt to Consolidated EBITDA Ratio set forth in Section 10.7; provided, further,
that the amount of Indebtedness (other than Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred
pursuant to the foregoing, together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are
not Guarantors and any amounts incurred pursuant to clause (r) below, shall not exceed the greater of (x) $52,500,000 and
(y) 35.0% of TTM Consolidated EBITDA at any one time outstanding.


 


The
foregoing limitations will not apply to:


 


(a)          
Indebtedness arising under the Credit Documents;


 


(b)          
[Reserved];


 






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(c)          
(i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1
and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Restatement Effective Date listed on Schedule
10.1 (other than intercompany Indebtedness owed by a Credit Party to another Credit Party);


 


(d)          
Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by the Borrower
or any Restricted Subsidiary, to finance the purchase, lease, construction, installation, maintenance, replacement or improvement
of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of
assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of
the Borrower or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet
Indebtedness of the Borrower or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal
amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause
(d) and all Refinancing Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and preferred stock incurred
pursuant to this clause (d), does not exceed the greater of (x) $37,500,000 and (y) 25.0% of TTM Consolidated EBITDA at
the time of incurrence; provided that Capitalized Lease Obligations incurred by the Borrower or any Restricted Subsidiary
pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation
so long as the proceeds of such Permitted Sale Leaseback are used by the Borrower or such Restricted Subsidiary in accordance with
Section 5.2(a);


 


(e)          
Indebtedness incurred by the Borrower or any Restricted Subsidiary (including letter of credit obligations consistent
with past practice constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business),
in respect of workers’ compensation claims, deferred compensation, performance or surety bonds, health, disability or other
employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement
or indemnification type obligations regarding workers’ compensation claims, deferred compensation, performance or surety
bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance;


 


(f)          
Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, adjustment
of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition
of any business, assets or a Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring
all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;


 


(g)          
Indebtedness of the Borrower to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted
Subsidiary that is not the Borrower or a Guarantor is subordinated in right of payment to the Borrower’s Guarantee; provided,
further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to another Borrower
or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this
clause;


 


(h)          
Indebtedness of a Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary; provided that
if the Borrower or a Guarantor incurs such Indebtedness owing to a Restricted Subsidiary that is not the Borrower or a Guarantor,
such Indebtedness is subordinated in right of payment to the Obligations and to the Guarantee of such Guarantor as the case may
be; provided, further, that any subsequent transfer of any such Indebtedness (except to the Borrower or another Restricted
Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this clause;


 


(i)          
shares of preferred stock of a Restricted Subsidiary issued to the Borrower or another Restricted Subsidiary; provided
that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary
ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of preferred stock (except to the Borrower
or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred stock not permitted
by this clause;


 






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(j)          
Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);


 


(k)          
obligations in respect of self-insurance, performance, bid, appeal, and surety bonds and completion guarantees and
similar obligations provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit, bank
guarantees or similar instruments related thereto, in each case, in the ordinary course of business or consistent with past practice;


 


(l)          
(i) Indebtedness, Disqualified Stock and preferred stock of the Borrower or any Restricted Subsidiary in an aggregate
principal amount or liquidation preference up to 100% of the net cash proceeds received by the Borrower since immediately after
the Closing Date from the issue or sale of Equity Interests of the Borrower or cash contributed to the capital of the Borrower
(in each case, other than Excluded Contributions, any Cure Amount or proceeds of Disqualified Stock or sales of Equity Interests
to the Borrower or any of its Subsidiaries) as determined in accordance with Sections 10.5(a)(iii)(B) and 10.5(a)(iii)(C)
to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make
other Investments, payments or exchanges pursuant to Section 10.5(b) or to make Permitted Investments (other than Permitted
Investments specified in clauses (a) and (c) of the definition thereof) and (ii) Indebtedness, Disqualified Stock
or preferred stock of the Borrower or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount
or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness,
Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (l)(ii), does not at any one
time outstanding exceed the greater of (x) $52,500,000 and (y) 35.0% of TTM Consolidated EBITDA at the time of incurrence (it being
understood that any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this clause (l)(ii) shall cease
to be deemed incurred or outstanding for purposes of this clause (l)(ii) but shall be deemed incurred for the purposes of
the first paragraph of this Section 10.1 from and after the first date on which the Borrower or such Restricted Subsidiary
could have incurred such Indebtedness, Disqualified Stock or preferred stock under the first paragraph of this Section 10.1
without reliance on this clause (l)(ii));


 


(m)          
the incurrence or issuance by the Borrower or any Restricted Subsidiary of Indebtedness, Disqualified Stock or preferred
stock which serves to refinance any Indebtedness, Disqualified Stock or preferred stock incurred as permitted under the first paragraph
of this Section 10.1 and clause (c) above, clause (l)(i), this clause (m) and clause (n) below
or any Indebtedness, Disqualified Stock or preferred stock issued to so refinance, replace, refund, extend, renew, defease, restructure,
amend, restate or otherwise modify (collectively, “refinance”) such Indebtedness, Disqualified Stock or preferred
stock (the “Refinancing Indebtedness”) prior to its respective maturity; provided, that such Refinancing
Indebtedness (1) has a weighted average life to maturity at the time such Refinancing Indebtedness is incurred which is not less
than the remaining weighted average life to maturity of the Indebtedness, Disqualified Stock or preferred stock being refinanced,
(2) to the extent such Refinancing Indebtedness refinances (i) Indebtedness that is unsecured or secured by a Lien ranking
junior to the Liens securing the Obligations, such Refinancing Indebtedness is unsecured or secured by a Lien ranking junior to
the Liens securing the Obligations, (ii) Disqualified Stock or preferred stock, such Refinancing Indebtedness must be Disqualified
Stock or preferred stock, respectively, and (iii) Indebtedness subordinated to the Obligations, such Refinancing Indebtedness is
subordinated to the Obligations at least to the same extent as the Indebtedness being refinanced and (3) shall not include
Indebtedness, Disqualified Stock or preferred stock of a Subsidiary of the Borrower that is not a Guarantor that refinances Indebtedness,
Disqualified Stock or preferred stock of the Borrower or a Guarantor;


 






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(n)          
Indebtedness, Disqualified Stock or preferred stock of (x) the Borrower or a Restricted Subsidiary incurred or issued
to finance an acquisition, merger, or consolidation; provided that the amount of Indebtedness (other than Acquired Indebtedness),
Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with any amounts incurred under
the first paragraph of this Section 10.1 by Restricted Subsidiaries that are not Guarantors and any amounts incurred pursuant
to clause (r) below, shall not exceed the greater of (x) $52,500,000 and (y) 35.0% of TTM Consolidated EBITDA at any
one time outstanding, or (y) Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into or consolidated
with the Borrower or a Restricted Subsidiary in accordance with the terms hereof (including designating an Unrestricted Subsidiary
a Restricted Subsidiary); provided that after giving effect to any such acquisition, merger, consolidation or designation
described in this clause (n), either: (1) the Consolidated Total Debt to Consolidated EBITDA Ratio (calculated on a
Pro Forma Basis) shall be either (A) less than or equal to the Consolidated Total Debt to Consolidated EBITDA Ratio immediately
prior to such acquisition, merger, consolidation or designation or (2) less than or equal to the Consolidated Total Debt to
Consolidated EBITDA Ratio set forth in Section 10.7;


 


(o)          
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business;


 


(p)          
(i) Indebtedness of the Borrower or any Restricted Subsidiary supported by a letter of credit, in a principal amount
not in excess of the stated amount of such letter of credit so long as such letter of credit is otherwise permitted to be incurred
pursuant to this Section 10.1 or (ii) obligations in respect of letters of support, guarantees or similar obligations issued,
made or incurred for the benefit of any Subsidiary of the Borrower to the extent required by law or in connection with any statutory
filing or the delivery of audit opinions performed in jurisdictions other than within the United States;


 


(q)          
(1) any guarantee by the Borrower or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted
Subsidiary so long as in the case of a guarantee of Indebtedness by a Restricted Subsidiary that is not a Guarantor such Indebtedness
could have been incurred directly by the Restricted Subsidiary providing such guarantee or (2) any guarantee by a Restricted Subsidiary
of Indebtedness of the Borrower;


 


(r)          
Indebtedness of Restricted Subsidiaries that are not Guarantors in an amount, together with any amounts incurred
under the first paragraph of this Section 10.1 and clause (n) above, in each case by Restricted Subsidiaries that
are not Guarantors, not to exceed, in the aggregate at any one time outstanding, the greater of (x) $52,500,000 and (y) 35.0% of
TTM Consolidated EBITDA;


 


(s)          
Indebtedness of the Borrower or any of the Restricted Subsidiaries consisting of (i) the financing of insurance
premiums or (ii) take or pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business
or consistent with past practice;


 


(t)          
(i) Indebtedness of the Borrower or any of the Restricted Subsidiaries undertaken in connection with cash management
and related activities with respect to any Subsidiary or joint venture in the ordinary course of business, including with respect
to financial accommodations of the type described in the definition of “Cash Management Services” and (ii) Indebtedness
owed on a short term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course
of business of the Borrower and its Restricted Subsidiaries with such banks or financial institutions that arises in connection
with ordinary banking arrangements to manage cash balances of the Borrower and its Restricted Subsidiaries;


 


(u)          
Indebtedness consisting of Indebtedness issued by the Borrower or any of the Restricted Subsidiaries to future, current
or former officers, directors, managers and employees thereof and their respective estates, spouses and former spouses, in each
case to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent company of the
Borrower to the extent described in clause (4) of Section 10.5(b);


 


(v)          
Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower that is incurred in connection with lease
agreements where such entity is considered the owner for accounting purposes only, or build-to-suit leases, to the extent such
entity is involved in the construction of structural improvements or takes construction risk prior to commencement of a lease where
such entity does not meet the sale-leaseback criteria for derecognition of the building assets and liability, incurred in the ordinary
course of business, and which in all cases is characterized on the Parent’s balance sheet as “Lease Financing Obligations”
or any replacement term in accordance with GAAP;


 






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(w)         
[reserved];


 


(x)          
[reserved];


 


(y)          
Indebtedness, Disqualified Stock or preferred stock of a joint venture owed to the Borrower and to the other holders
of Equity Interests or participants of such joint venture, so long as (i) the percentage of the aggregate amount of such Indebtedness,
Disqualified Stock or preferred stock of such joint venture owed to such holders of its Equity Interests or participants of such
joint venture does not exceed the percentage of the aggregate outstanding amount of the Equity Interests of such joint venture
held by such holders or such participant’s participation in such joint venture and (ii) the aggregate amount of Indebtedness,
Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing shall not exceed the greater of (x) $37,500,000
and (y) 25.0% of TTM Consolidated EBITDA at any one time outstanding;


 


(z)          
(i) guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees,
lessors, licenses, sub-licenses and distribution partners and (ii) Indebtedness incurred by the Borrower or any Subsidiary as a
result of operating leases entered into by the Borrower or any direct or indirect parent of the Borrower in the ordinary course
of business; and


 


(aa)          
(i) Indebtedness in respect of Permitted Debt Exchange Notes incurred pursuant to a Permitted Debt Exchange in accordance
with Section 2.15 (and which does not generate any additional proceeds) and (ii) any refinancing, refunding, renewal or
extension of any Indebtedness specified in subclause (i) above; provided that (x) the principal amount of any such
Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding,
renewal or extension (except for any original issue discount thereon and the amount of fees, expenses, and premium and accrued
and unpaid interest in connection with such refinancing) and (y) such Indebtedness otherwise complies with the definition of “Permitted
Other Indebtedness.”


 


For
purposes of determining compliance with this Section 10.1: (i) in the event that an item of Indebtedness, Disqualified Stock
or preferred stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified
Stock or preferred stock described in clauses (a) through (y) above or is entitled to be incurred pursuant to the
first paragraph of this Section 10.1, the Borrower, in its sole discretion, will classify and may reclassify (including
within the definition of “Maximum Incremental Facilities Amount”) such item of Indebtedness, Disqualified Stock or
preferred stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified
Stock or preferred stock in one of the above clauses or paragraphs; and (ii) at the time of incurrence, the Borrower will be entitled
to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in this Section 10.1.


 


Accrual
of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment
of interest or dividends in the form of additional Indebtedness, Disqualified Stock or preferred stock will not be deemed to be
an incurrence of Indebtedness, Disqualified Stock or preferred stock for purposes of this covenant. Any Refinancing Indebtedness
and any Indebtedness incurred to refinance Indebtedness incurred pursuant to clauses (a) and (l)(i) above shall be
deemed to include additional Indebtedness, Disqualified Stock or preferred stock incurred to pay premiums (including reasonable
tender premiums), defeasance costs, fees, and expenses in connection with such refinancing.


 


For
purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the principal amount
of Indebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the
date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided
that if such Indebtedness is incurred to refinance other Indebtedness denominated in another currency, and such refinancing would
cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect
on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal
amount of such Refinancing Indebtedness does not exceed (i) the principal amount of such Indebtedness being refinanced plus (ii)
the aggregate amount of fees, underwriting discounts, premiums, and other costs and expenses and accrued and unpaid interest incurred
in connection with such refinancing.


 






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The
principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness
being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective
Indebtedness is denominated that is in effect on the date of such refinancing.


 


This
Agreement will not treat (1) unsecured Indebtedness as subordinated or junior to secured Indebtedness merely because it is unsecured
or (2) senior Indebtedness as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with
respect to the same collateral.


 


10.2       
Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create,
incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of
the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired (each, a “Subject Lien”)
that secures obligations under any Indebtedness on any asset or property of the Borrower or any Restricted Subsidiary, except if
such Subject Lien is a Permitted Lien.


 


10.3        Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries
to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets
or other properties, except that:


 


(a)          
so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower
or any other Person may be merged, amalgamated or consolidated with or into the Borrower; provided that (A) the Borrower
shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation
is not the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity
organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof,
(2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit
Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Administrative Agent,
(3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the
Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement,
(4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation,
shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee
as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger,
amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee
as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x)
an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability
of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the
Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation, or consolidation does not violate this
Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5)
preserve the enforceability of the Guarantee and the perfection of the Liens created under the applicable Security Documents (it
being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower
under this Agreement); provided, further, that the Borrower agrees to provide any documentation and other information
about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent
that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation;


 



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(b)           so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower
or any other Person (in the latter case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one
or more Subsidiaries of the Borrower; provided that (i) in the case of any merger, amalgamation or consolidation involving
one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower
shall cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary)
to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors,
a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation
and if the surviving Person is not already a Guarantor, such Person shall execute a supplement to the Guarantee and the relevant
Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and
pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (iii) the Borrower shall
have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation
and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority
of the Liens under the applicable Security Documents;


 


(c)           any
Restricted Subsidiary may merge, dissolve, liquidate, amalgamate, consolidate with or into another Person or dispose of its assets
if (i) such transaction is undertaken in good faith to improve the tax efficiency of the Borrower and its Subsidiaries and (ii)
after giving effect to such transaction, each of the security interest of the Collateral Agent in the Collateral, taken as a whole,
and the value of the Guarantees, taken as a whole, is not materially impaired;


 


(d)          
(i) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign, transfer or otherwise dispose
of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower or any other Restricted Subsidiary
or (ii) any Credit Party (other than the Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of any or all
of its assets (upon voluntary liquidation or dissolution or otherwise) to any other Credit Party;


 


(e)           any
Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation
or dissolution or otherwise) to a Credit Party; provided that the consideration for any such disposition by any Person
other than a Guarantor shall not exceed the fair value of such assets;


 


(f)           any Restricted Subsidiary (in each case, other than the Borrower) may liquidate or dissolve if (i) the Borrower determines
in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous
to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets of such Restricted Subsidiary not
otherwise disposed of or transferred in accordance with Section 10.4 or 10.5 or, in the case of any such business,
not discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation
or dissolution;


 


(g)          the Borrower and its Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment
or conveyance, sale, lease, assignment or disposition, the purpose of which is to effect an Asset Sale (which for purposes of this
Section 10.3(g), will include any disposition below the Dollar threshold set forth in clause (d) of the definition
of “Asset Sale”, but excluding any disposition pursuant to clause (b) of the definition of “Asset Sale”)
permitted by Section 10.4 or an investment permitted pursuant to Section 10.5 or an investment that constitutes a
Permitted Investment; provided, that, for the avoidance of doubt, in no event shall the Borrower consummate a merger, dissolution,
liquidation, amalgamation or consolidation unless the terms set forth in Section 10.3(a) shall have been satisfied;


 


(h)           the
Borrower and its Subsidiaries may undertake or consummate any IPO Reorganization Transactions and any transaction related thereto
or contemplated thereby; and


 


(i)            so
long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower or any Restricted Subsidiary
may change its legal form.


 



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10.4       
Limitation on Sale of Assets. The Borrower will not, and will not permit any Restricted Subsidiary to, consummate
an Asset Sale, unless:


 


(a)          the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset
Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets
sold or otherwise disposed of; and


 


(b)          except
in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted
Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:


 


(i)          any
liabilities (as reflected on the Borrower’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred
or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s
consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of
such balance sheet, as determined in good faith by the Borrower) of the Borrower, other than liabilities that are by their terms
subordinated to the Loans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection
with the transactions relating to such Asset Sale) and for which the Borrower and all such Restricted Subsidiaries have been validly
released by all applicable creditors in writing;


 


(ii)         any securities, notes or other obligations or assets received by the Borrower or such Restricted Subsidiary from
such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms
are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case,
within 180 days following the closing of such Asset Sale;


 


(iii)          Indebtedness,
other than liabilities that are by their terms subordinated to the Loans, that are of any Restricted Subsidiary that is no longer
a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Borrower and all Restricted Subsidiaries have been
validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; and


 


(iv)         any
Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate
Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iv)
that is at that time outstanding, not to exceed the greater of (x) $9,750,000 and (y) 6.5% of TTM Consolidated EBITDA at the time
of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration
being measured at the time received and without giving effect to subsequent changes in value,


 


shall
be deemed to be cash for purposes of this clause (b) of this provision and for no other purpose.


 


Within
the Reinvestment Period after the Borrower’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any
Asset Sale, the Borrower or such Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:


 


(i)            to prepay Loans in accordance
with Section 5.2(a)(i); and/or


 


(ii)         to make investments
in the Borrower and its Restricted Subsidiaries; provided that the Borrower and its Restricted Subsidiaries will be deemed
to have complied with this clause (ii) if and to the extent that, within the Reinvestment Period after the Asset Sale that
generated the Net Cash Proceeds, the Borrower or such Restricted Subsidiary has entered into and not abandoned or rejected a binding
agreement to consummate any such investment described in this clause (ii) with the good faith expectation that such Net
Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event any such commitment
is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Borrower
or such Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i).


 



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(c)          Pending
the final application of any Net Cash Proceeds pursuant to this covenant, the Borrower or the applicable Restricted Subsidiary
may apply such Net Cash Proceeds temporarily to reduce Indebtedness outstanding under the Revolving Credit Facility or any other
revolving credit facility or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Agreement.


 


10.5        Limitation on Restricted Payments.


 


(a)          The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly:


 


(1)        declare
or pay any dividend or make any payment or distribution on account of the Borrower’s or any Restricted Subsidiary’s
Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation, other than:


 


(A)         dividends
or distributions by the Borrower payable in Equity Interests (other than Disqualified Stock) of the Borrower or in options, warrants
or other rights to purchase such Equity Interests, or


 


(B)          dividends
or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of
any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Borrower or a Restricted
Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such
class or series of securities;


 


(2)          purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of the Borrower or any direct or indirect parent
company of the Borrower, including in connection with any merger or consolidation;


 


(3)           make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case,
prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness of the Borrower or any Restricted
Subsidiary, other than (A) Indebtedness permitted under clauses (g) and (h) of Section 10.1 or (B) the purchase,
repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or


 


(4)           make any Restricted Investment;


 


(all such
payments and other actions set forth in clauses (1) through (4) above (other than any exception thereto) being collectively
referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:


 


(i)           no Event of Default
shall have occurred and be continuing or would occur as a consequence thereof (or in the case of a Restricted Investment, no Event
of Default under Section 11.1 or 11.5 shall have occurred and be continuing or would occur as a consequence thereof);
and


 


(ii)         such Restricted Payment,
together with the aggregate amount of all other Restricted Payments made by the Borrower and its Restricted Subsidiaries after
the Closing Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends
on Refunding Capital Stock pursuant to clause (b) thereof only), and (6)(C) of Section 10.5(b) below, but
excluding all other Restricted Payments permitted by Section 10.5(b)), is less than the sum of (without duplication) (the
sum of the amounts attributable to clauses (A) through (E) below is referred to herein as the “Available
Amount”):


 



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(A)         100%
of the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property received by the Borrower
since immediately after the Closing Date (other than the net cash proceeds from Cure Amounts or to the extent such net cash proceeds
have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to clause (l)(i) of Section 10.1)
from the issue or sale of (x) Equity Interests of the Borrower, including Retired Capital Stock, but excluding cash proceeds and
the Fair Market Value of marketable securities or other property received from the sale of (A) Equity Interests to any employee,
director, officer, manager, consultant or independent contractor of the Borrower, any direct or indirect parent company of the
Borrower and the Borrower’s Subsidiaries after the Closing Date to the extent such amounts have been applied to Restricted
Payments made in accordance with clause (4) of Section 10.5(b) below, and (B) Designated Preferred Stock, and, to
the extent such net cash proceeds are actually contributed to the Borrower, Equity Interests of any direct or indirect parent
company of the Borrower (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies
or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4)
of Section 10.5(b) below) or (y) Indebtedness of the Borrower or a Restricted Subsidiary that has been converted into
or exchanged for such Equity Interests of the Borrower or any direct or indirect parent company of the Borrower; provided
that this clause (B) shall not include the proceeds from (a) Refunding Capital Stock, (b) Equity Interests or Indebtedness
that has been converted or exchanged for Equity Interests of the Borrower sold to a Restricted Subsidiary or the Borrower, as
the case may be, (c) Disqualified Stock or Indebtedness that has been converted or exchanged into Disqualified Stock or (d)
Excluded Contributions, plus


 


(B)          100%
of the aggregate amount of cash and the Fair Market Value of marketable securities or other property contributed to the capital
of the Borrower following the Closing Date (other than the net cash proceeds from Cure Amounts or to the extent such net cash
proceeds (i) have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to clause (l)(i) of Section
10.1), (ii) are contributed by a Restricted Subsidiary or (iii) constitute Excluded Contributions, plus


 


(C)         100%
of the aggregate amount received in cash and the Fair Market Value of marketable securities or other property received by means
of (A) the sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of Restricted Investments made by
the Borrower and its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Borrower
and its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments
made by the Borrower or the Restricted Subsidiaries, in each case, after the Closing Date; or (B) the sale (other than to the
Borrower or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than in each case to the extent the Investment
in such Unrestricted Subsidiary was made by the Borrower or a Restricted Subsidiary pursuant to clause (7) of Section
10.5(b) below or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary
after the Closing Date, plus


 


(D)         in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date,
the Fair Market Value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary
as a Restricted Subsidiary, other than to the extent the Investment in such Unrestricted Subsidiary was made by the Borrower or
a Restricted Subsidiary pursuant to clause (7) of Section 10.5(b) below or to the extent such Investment constituted
a Permitted Investment, plus


 


(E)           the aggregate amount of any Retained Declined Proceeds since the Closing Date.


 


(b)          The foregoing provisions of Section 10.5(a) will not prohibit:


 


(1)           the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after
the date of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving
of such notice such payment would have complied with the provisions of this Agreement;


 



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(2)          (a)
the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”)
or Subordinated Indebtedness of the Borrower or any Restricted Subsidiary, or any Equity Interests of any direct or indirect parent
company of the Borrower, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary) of, Equity Interests of the Borrower or any direct or indirect Parent Entity or management investment vehicle to the
extent contributed to the Borrower (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”)
and (b) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was
permitted under clause (6) of this Section 10.5(b), the declaration and payment of dividends on the Refunding Capital
Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any
Equity Interests of any direct or indirect parent company of the Borrower) in an aggregate amount per year no greater than the
aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately prior to such
retirement;


 


(3)          the
prepayment, redemption, defeasance, repurchase or other acquisition or retirement for value of Subordinated Indebtedness of the
Borrower or a Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, new
Indebtedness of the Borrower, or a Restricted Subsidiary, as the case may be, which is incurred in compliance with Section
10.1 so long as: (A) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the
principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on the Subordinated Indebtedness
being so redeemed, defeased, repurchased, exchanged, acquired or retired for value, plus the amount of any premium (including
reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of
such new Indebtedness, (B) if such Subordinated Indebtedness is subordinated to the Obligations, such new Indebtedness is subordinated
to the Obligations or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged,
redeemed, defeased, repurchased, acquired or retired for value, (C) such new Indebtedness has a final scheduled maturity date
equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, defeased, repurchased,
exchanged, acquired or retired, (D) if such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired
or retired for value is (i) unsecured then such new Indebtedness shall be unsecured or (ii) secured by a Lien ranking junior to
the Liens securing the Obligations then such new Indebtedness shall be unsecured or secured by a Lien ranking junior to the Liens
securing the Obligations, and (E) such new Indebtedness has a weighted average life to maturity equal to or greater than the remaining
weighted average life to maturity of the Subordinated Indebtedness being so redeemed, defeased, repurchased, exchanged, acquired
or retired;


 


(4)           a
Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other
than Disqualified Stock) of the Borrower or any direct or indirect parent company of the Borrower or management investment vehicle
held by any future, present or former employee, director, officer, manager, consultant or independent contractor of the Borrower,
any of its Subsidiaries or any direct or indirect Parent Entity or management investment vehicle, or their estates, descendants,
family, spouse or former spouse pursuant to any equity incentive plan, management equity plan or stock option or phantom equity
plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement (including,
for the avoidance of doubt, any principal and interest payable on any notes issued by the Borrower or any direct or indirect Parent
Entity or management investment vehicle in connection with such repurchase, retirement or other acquisition), including any Equity
Interests rolled over by management of the Borrower or any direct or Parent Entity or management investment vehicle in connection
with the Transactions; provided that, except with respect to non-discretionary purchases, the aggregate Restricted Payments
made under this clause (4) subsequent to the Closing Date do not exceed in any calendar year $13,000,000 (with unused amounts
in any calendar year being carried over to succeeding calendar years); provided, further, that such amount in any
calendar year may be increased by an amount not to exceed: (A) the cash proceeds from the sale of Equity Interests (other than
Disqualified Stock) of the Borrower and, to the extent contributed to the Borrower, the cash proceeds from the sale of Equity
Interests of any direct or indirect Parent Entity or management investment vehicle, in each case to any future, present or former
employees, directors, officers, managers, consultants or independent contractors of the Borrower, any of its Subsidiaries or any
direct or indirect Parent Entity or management investment vehicle that occurs after the Closing Date, to the extent the cash proceeds
from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause
(ii) of Section 10.5(a), plus (B) the cash proceeds of key man life insurance policies received by the Borrower and
its Restricted Subsidiaries after the Closing Date, less (C) the amount of any Restricted Payments previously made pursuant to
clauses (A) and (B) of this clause (4); and provided, further, that cancellation of Indebtedness
owing to the Borrower or any Restricted Subsidiary from any future, present or former employees, directors, officers, managers,
consultants or independent contractors of the Borrower, any direct or indirect Parent Entity or management investment vehicle
or any Restricted Subsidiary, or their estates, descendants, family, spouse or former spouse pursuant in connection with a repurchase
of Equity Interests of the Borrower or any direct or indirect Parent Entity or management investment vehicle will not be deemed
to constitute a Restricted Payment for purposes of this Section 10.5 or any other provision of this Agreement;


 



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(5)           the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Borrower
or any Restricted Subsidiary or any class or series of preferred stock of any Restricted Subsidiary, in each case, issued in accordance
with Section 10.1 to the extent such dividends are included in the definition of “Fixed Charges”;


 


(6)           (A)
the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified
Stock) issued by the Borrower after the Closing Date; (B) the declaration and payment of dividends to any direct or indirect parent
company of the Borrower, the proceeds of which will be used to fund the payment of dividends to holders of any class or series
of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued after the Closing Date; provided
that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually
contributed to the Borrower from the sale of such Designated Preferred Stock; or (C) the declaration and payment of dividends
on Refunding Capital Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section
10.5(b); provided that, in the case of each of (A), (B), and (C) of this clause (6), for the most recently ended
four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of
such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock, after giving effect to such issuance
or declaration on a Pro Forma Basis, the Borrower and its Restricted Subsidiaries on a consolidated basis would have had a Fixed
Charge Coverage Ratio of at least 2.00 to 1.00;


 


(7)           [reserved];


 


(8)          (i) payments made or expected to be made by the Borrower or any Restricted Subsidiary in respect of withholding or
similar Taxes payable or expected to be payable by any future, present or former employee, director, officer, manager, consultant
or independent contractor of the Borrower or any Restricted Subsidiary of the Borrower (or their respective Affiliates, management
investment vehicles, estates, descendants, family members, spouses and former spouses and any trusts, limited liability companies,
corporations, partnerships or other entities for the benefit of, or controlled by, any of the foregoing) in connection with the
exercise of stock options or the grant, vesting or delivery of Equity Interests (including, without limitation, restricted stock
units) of the Borrower (or any direct or indirect parent company of the Borrower) and repurchases of Equity Interests (including,
without limitation, restricted stock units) deemed to occur upon the exercise of stock options or the grant, vesting or delivery
of Equity Interests to the extent the Equity Interests subject to such repurchase represent a portion of the exercise price of
such options or warrants, (ii) payments or other adjustments to outstanding Equity Interests in accordance with any incentive equity
plan, management equity plan, stock option plan or any other similar employee benefit plan, agreement or arrangement in connection
with any Restricted Payment and (iii) so long as any Restricted Subsidiary is a member of a consolidated, combined or unitary group
of which the Borrower (or any direct or indirect parent entity of the Borrower) is the parent for foreign, federal, state, provincial
or local income Tax purposes, payments the proceeds of which will be used to pay the Tax liability to each foreign, federal, state,
provincial or local jurisdiction in respect of which such a consolidated, combined, unitary or affiliated income Tax return is
filed by the Borrower (or any direct or indirect parent entity of the Borrower) that includes the Restricted Subsidiary, to the
extent such Tax liability is attributable to the taxable income of such Restricted Subsidiary; provided that (x) for each
taxable period, the amount of such payments made with respect to such taxable period shall not exceed the amount that the relevant
Restricted Subsidiary and its Subsidiaries would have been required to pay as a stand-alone Tax group; and (y) the permitted payment
pursuant to this clause (iii) with respect to the Taxes of any Unrestricted Subsidiary for any taxable period shall be limited
to the amount actually paid by such Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries for the purpose
of paying such consolidated, combined, unitary or affiliated Taxes;


 



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(9)          the declaration and payment of dividends on the Borrower’s common stock (or the payment of dividends to any
direct or indirect parent company of the Borrower to fund a payment of dividends on such company’s common stock), following
consummation of an IPO after the Restatement Effective Date, of up to 6.00% per annum of the net cash proceeds received by or contributed
to the Borrower in or from any such public offering, other than public offerings with respect to the Borrower’s common stock
registered on Form S-8 and other than any public sale constituting an Excluded Contribution;


 


(10)       Restricted Payments in an amount that does not exceed the amount of Excluded Contributions made since the Closing
Date;


 


(11)         [reserved];


 


(12)         distributions
or payments of Receivables Fees;


 


(13)         the Specified Equity Repurchase;


 


(14)        other
Restricted Payments; provided that after giving Pro Forma Effect to such Restricted Payments the Borrower is in compliance
with the Consolidated Total Debt to Consolidated EBITDA Ratio set forth in Section 10.7;


 


(15)         the Restatement Date Distribution;


 


(16)        the
repurchase, redemption or other acquisition for value of Equity Interests of the Borrower deemed to occur in connection with paying
cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse
share split, merger, consolidation, amalgamation or other business combination of the Borrower, in each case, permitted under
this Agreement;


 


(17)       the
distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Borrower or a Restricted Subsidiary
by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);


 


(18)         the
one-time repurchase or other acquisition for value of Equity Interests of the Borrower held by future, current or former officers,
directors, managers and employees of the Borrower or any of its Subsidiaries and their respective estates, spouses and former
spouses in an amount not to exceed $54,000,000 and to be consummated within thirty (30) days after the Closing Date;


 


(19)         payments
or distributions to satisfy dissenters’ rights, pursuant to or in connection with a consolidation, amalgamation, merger
or transfer of assets that complies with Section 10.3; and


 



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(20)         the
Borrower may make Restricted Payments in cash to any Parent Entity:


 


(i)           the
proceeds of which shall be used by such Parent Entity to pay (1) its operating expenses incurred in the ordinary course of business
and other corporate overhead costs and expenses (including administrative, legal, accounting, tax reporting and similar expenses
payable to third parties), that are reasonable and customary and incurred in the ordinary course of business, (2) any reasonable
and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of
any Parent Entity attributable to the ownership or operations of any Parent Entity, the Borrower and the respective Restricted
Subsidiaries, and (3) fees and expenses (x) due and payable by the Borrower or any Restricted Subsidiary and (y) otherwise permitted
to be paid by the Borrower and the Restricted Subsidiaries under this Agreement;


 


(ii)           the
proceeds of which shall be used by any Parent Entity to pay franchise and similar Taxes, and other fees and expenses (including
legal, accounting and corporate overhead expenses), required to maintain its organizational existence;


 


(iii)          the proceeds of which shall be used by any Parent Entity to finance any Permitted Investment that would be permitted
to be made by the Borrower or any Restricted Subsidiary; provided that (1) such Restricted Payment shall be made substantially
concurrently with the closing of such Investment and (2) such Parent Entity shall, immediately following the closing thereof, cause
(x) all property acquired to be contributed to the Borrower or any Restricted Subsidiary or (y) the Person formed or acquired to
merge into or consolidate or amalgamate with the Borrower or any Restricted Subsidiary to the extent such merger or consolidation
is permitted by Section 10.3) in order to consummate such Investment;


 


(iv)          the proceeds of which shall be used to pay customary salary, bonus, severance and other compensation and benefits
payable to current or former directors, officers, members of management, managers, consultants, independent contractors or employees
of any Parent Entity to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of
the Borrower and the Restricted Subsidiaries;


 


(v)           the proceeds of which shall be used by any Parent Entity to pay (i) fees and expenses related to any successful or
unsuccessful equity issuance or offering or debt issuance, incurrence or offering, disposition or acquisition, Investment or other
transaction permitted by this Agreement and (ii) after the consummation of an IPO described in clause (a) of the definition thereof
or issuance of public debt securities, Public Company Costs; and


 


(vi)          the
proceeds of which shall be used for the payment of insurance premiums to the extent attributable to any Parent Entity, the Borrower
and their subsidiaries.


 


provided
that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (10) (but only if the
Excluded Contribution was made more than six months prior to such time) and (14) above, no Event of Default shall have occurred
and be continuing or would occur as a consequence thereof (or in the case of a Restricted Investment, no Event of Default under
Section 11.1 or 11.5 shall have occurred and be continuing or would occur as a consequence thereof).


 


The
Borrower will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of
the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted
Subsidiary, all outstanding Investments by the Borrower and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary
so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition
of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted
at such time, whether pursuant to Section 10.5(a) or under clause (10) of Section 10.5(b), or pursuant to
the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of “Unrestricted
Subsidiary.” Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Agreement.


 



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For
purposes of determining compliance with this Section 10.5, solely with respect to Investments (and not with respect to other
Restricted Payments), in the event that a proposed Investment (or a portion thereof) meets the criteria of clauses (1) through
(19) above or is entitled to be made pursuant to clause (ii) of Section 10.5(a) and/or one or more of the
exceptions contained in the definition of Permitted Investments (the “Investment Reclassification Baskets”),
the Borrower will be entitled to classify or later reclassify (based on circumstances existing on the date of such reclassification)
such Investment (or portion thereof) among such Investment Reclassification Baskets, in a manner that otherwise complies with this
Section 10.5.


 


(c)         
Prior to the Initial Term A Loan Maturity Date, to the extent any Permitted Debt Exchange Notes are issued pursuant
to Section 10.1(aa) for the purpose of consummating a Permitted Debt Exchange, (i) the Borrower will not, and will not
permit any Restricted Subsidiary to, prepay, repurchase, redeem or otherwise defease or acquire any Permitted Debt Exchange Notes
unless the Borrower or a Restricted Subsidiary shall concurrently voluntarily prepay Term Loans pursuant to Section 5.1(a)
on a pro rata basis among the Term Loans, in an amount not less than the product of (a) a fraction, the numerator of which
is the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes that are proposed
to be prepaid, repurchased, redeemed, defeased or acquired and the denominator of which is the aggregate principal amount (calculated
on the face amount thereof) of all Permitted Debt Exchange Notes in respect of the relevant Permitted Debt Exchange then outstanding
(prior to giving effect to such proposed prepayment, repurchase, redemption, defeasance or acquisition) and (b) the aggregate
principal amount (calculated on the face amount thereof) of Term Loans then outstanding and (ii) the Borrower will not waive,
amend or modify the terms of any Permitted Debt Exchange Notes or any indenture pursuant to which such Permitted Debt Exchange
Notes have been issued in any manner inconsistent with the terms of Section 2.15(a), Section 10.1(aa), or the definition
of “Permitted Other Indebtedness” or that would result in a Default hereunder if such Permitted Debt Exchange Notes
(as so amended or modified) were then being issued or incurred.


 


10.6        Limitation on Subsidiary Distributions. The Borrower will not permit any of the Restricted Subsidiaries that
are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:


 


(a)          (i)
pay dividends or make any other distributions to the Borrower or any Restricted Subsidiary on its Capital Stock or with respect
to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to the Borrower or any
Restricted Subsidiary;


 


(b)           make
loans or advances to the Borrower or any Restricted Subsidiary; or


 


(c)           sell, lease or transfer any of its properties or assets to the Borrower or any Restricted Subsidiary;


 


except (in each
case) for such encumbrances or restrictions (x) which the Borrower has reasonably determined in good faith will not materially
impair the Borrower’s ability to make payments under this Agreement when due or (y) existing under or by reason of:


 


(i)          contractual
encumbrances or restrictions in effect on the Closing Date, including pursuant to this Agreement and the related documentation
and related Hedging Obligations;


 


(ii)           [reserved];


 


(iii)          purchase
money obligations for property acquired in the ordinary course of business or consistent with past practice and Capitalized Lease
Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired;


 


(iv)         
Requirements of Law or any applicable rule, regulation or order;


 



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(v)          any
agreement or other instrument of a Person acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary,
or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition
of assets from such Person, in each case that is in existence at the time of such transaction (but not created in contemplation
thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than
the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated;


 


(vi)       
contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Borrower pursuant
to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets
of such Subsidiary and restrictions on transfer of assets subject to Permitted Liens;


 


(vii)       
(x) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that
limit the right of the debtor to dispose of the assets securing such Indebtedness and (y) restrictions on transfers of assets subject
to Permitted Liens (but, with respect to any such Permitted Lien, only to the extent that such transfer restrictions apply solely
to the assets that are the subject of such Permitted Lien);


 


(viii)      
restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary
course of business;


 


(ix)          other
Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing
Date pursuant to the provisions of Section 10.1;


 


(x)          customary
provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint
venture and the Equity Interests issued thereby;


 


(xi)         customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case,
entered into in the ordinary course of business;


 


(xii)         restrictions
created in connection with any Receivables Facility that, in the good faith determination of the board of directors of the Borrower,
are necessary or advisable to effect such Receivables Facility; and


 


(xiii)       
any encumbrances or restrictions of the type referred to in clauses (a), (b), and (c) above
imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings
of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that
such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings (x) are,
in the good faith judgment of the Borrower’s board of directors, no more restrictive in any material respect with respect
to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal,
increase, supplement, refunding, replacement or refinancing or (y) do not materially impair the Borrower’s ability to pay
its respective obligations under the Credit Documents as and when due (as determined in good faith by the Borrower).


 



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10.7        Consolidated
Total Debt to Consolidated EBITDA Ratio(b). Commencing with the Test Period ending December 31, 2020, the Borrower will not
permit the Consolidated Total Debt to Consolidated EBITDA Ratio as of the last day of any Test Period set forth below to exceed
the ratio set forth below opposite such Test Period:




 


	Test
                                         Period Ending	 	Consolidated
    Total Debt to 
Consolidated EBITDA Ratio
	December 31, 2020	 	4.50 to 1.00
	March 31, 2021	 	4.50 to 1.00
	June 30, 2021	 	4.50 to 1.00
	September 30, 2021	 	4.50 to 1.00
	December 31, 2021	 	4.50 to 1.00
	March 31, 2022	 	4.25 to 1.00
	June 30, 2022	 	4.25 to 1.00
	September 30, 2022	 	4.00 to 1.00
	December 31, 2022	 	4.00 to 1.00
	March 31, 2023 and thereafter	 	3.75 to 1.00



 


Notwithstanding
the foregoing, upon the consummation of a Material Permitted Acquisition and until the completion of four fiscal quarters following
such Material Permitted Acquisition (the “Increase Period”), if elected by the Borrower by written notice to
the Administrative Agent given on or prior to the date of consummation of such Material Permitted Acquisition, the maximum permitted
Consolidated Total Debt to Consolidated EBITDA Ratio level for purposes of this covenant shall be increased by 0.50x for the relevant
period (the “Step-Up”) during such Increase Period; provided (i) that Increase Periods may not be successive
unless the Consolidated Total Debt to Consolidated EBITDA Ratio would have been complied with for at least two fiscal quarters
without giving effect to the Step-Up and (ii) there shall be a maximum of two Increase Periods in the aggregate under this Credit
Agreement.


 


		Section	11.          Events of Default



 


Upon
the occurrence of any of the following specified events (each an “Event of Default”):


 


11.1        Payments.
The Borrower shall (a) default in the payment when due of any principal of the Loans or (b) default, and such default shall continue
for five or more Business Days, in the payment when due of any interest on the Loans or any Fees or any Unpaid Drawings or of
any other amounts owing hereunder or under any other Credit Document; or


 


11.2        Representations,
Etc. Any representation, warranty or statement made or deemed made by any Credit Party herein or in any other Credit Document
or any certificate delivered or required to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect
on the date as of which made or deemed made, and, to the extent capable of being cured (except those in the Credit Documents made
or deemed made on the Closing Date), such incorrect representation or warranty shall remain incorrect for a period of 30 days
after written notice thereof from the Administrative Agent to the Borrower; or


 


11.3        Covenants. Any Credit Party shall:


 


(a)         default
in the due performance or observance by it of any term, covenant or agreement contained in Section 9.1(e)(i), Section 9.5 (solely
with respect to the Borrower), Section 9.14(d) or Section 10; provided that any Event of Default under Section 10.7
is subject to cure as provided in Section 11.14 and an Event of Default with respect to such Section shall not occur until the
expiration of the 10th Business Day subsequent to the date the relevant financial statements are required to be delivered for
the applicable fiscal quarter pursuant to Section 9.1(a) or (b); or


 


(b)          default
in the due performance or observance by it of any term, covenant or agreement (other than those referred to in Section 11.1 or
11.2 or clause (a) of this Section 11.3) contained in this Agreement or any Security Document and such default shall continue
unremedied for a period of at least 30 days after receipt of written notice by the Borrower from the Administrative Agent or the
Required Lenders; or


 



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11.4        Default
Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) fail to make any payment with respect
to any Indebtedness (other than the Obligations) in an aggregate principle amount in excess of $30,000,000, for the Borrower and
such Restricted Subsidiaries, beyond the period of grace and following all required notices, if any, provided in the instrument
or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition
relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist (after giving effect to all applicable grace period and delivery of all required notices)
(other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant
to the terms of such Hedge Agreements (it being understood that clause (i) above shall apply to any failure to make any
payment with respect to any Indebtedness (other than the Obligations) in an aggregate principle amount in excess of $30,000,000
that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)),
the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or
a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be
made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes
due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the
property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under
this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to
be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment
(and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event
pursuant to the terms of such Hedge Agreements (it being understood that clause (a)(i) above shall apply to any failure
to make any payment in excess of $30,000,000 that is required as a result of any such termination or equivalent event and that
is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b)
shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property
or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such
Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its
terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by the Borrower or the
applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable
item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or


 


11.5        Bankruptcy, Etc. Except as otherwise permitted by Section 10.3, the Borrower or any Material Subsidiary
shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”
or (b) in the case of any Foreign Subsidiary that is a Material Subsidiary, any domestic or foreign law relating to bankruptcy,
judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation,
in each case as now or hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”);
or an involuntary case, proceeding or action is commenced against the Borrower or any Material Subsidiary and the petition is not
dismissed within 60 days after commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code),
judicial manager, compulsory manager, receiver, receiver manager, trustee, liquidator, administrator, administrative receiver or
similar Person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Material Subsidiary;
or the Borrower or any Material Subsidiary commences any other voluntary proceeding or action under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency, winding-up, administration or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Borrower or any Material Subsidiary; or there is commenced against
the Borrower or any Material Subsidiary any such proceeding or action that remains undismissed for a period of 60 days; or the
Borrower or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding or action is entered; or the Borrower or any Material Subsidiary suffers any appointment of any custodian receiver,
receiver manager, trustee, administrator or the like for it or any substantial part of its property to continue undischarged or
unstayed for a period of 60 days; or the Borrower or any Material Subsidiary makes a general assignment for the benefit of creditors;
or any corporate action is taken by the Borrower or any Material Subsidiary for the purpose of effecting any of the foregoing;
or


 



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11.6       
ERISA. (a) An ERISA Event or a Foreign Plan Event shall have occurred, (b) a trustee shall be appointed by
a United States district court to administer any Pension Plan(s), (c) the PBGC shall institute proceedings to terminate any Pension
Plan(s), or (d) any Credit Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer
Plan that it has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan and such entity does not have reasonable
grounds for contesting such Withdrawal Liability or is not contesting such Withdrawal Liability in a timely and appropriate manner;
and in each case in clauses (a) through (d) above, such event or condition, together with all other such events or
conditions, if any, would reasonably be expected to result in a Material Adverse Effect; or


 


11.7        Credit Documents; Guarantee. Any material provision of any Credit Document shall for any reason be asserted
in writing by any Credit Party not to be a legal, valid and binding obligation of any party thereto (other than in accordance with
its terms). Any Guarantee provided by any Credit Party or any material provision thereof shall cease to be in full force or effect
(other than pursuant to the terms hereof and thereof) or any such Guarantor thereunder or any other Credit Party shall deny or
disaffirm in writing any such Guarantor’s obligations under the Guarantee; or


 


11.8       
Pledge Agreement. The Pledge Agreement or any other Security Document pursuant to which the Capital Stock
or Stock Equivalents of the Borrower or any Subsidiary is pledged shall cease to be in full force or effect or any material collateral
pledged thereunder shall cease to be subject to a valid and perfected security interest (other than pursuant to the terms hereof
or thereof, as a result of acts or omissions of the Collateral Agent or any Lender or as a result of the Collateral Agent’s
failure to maintain possession of any Capital Stock or Stock Equivalents that have been previously delivered to it) or any pledgor
thereunder or any Credit Party shall deny or disaffirm in writing any pledgor’s obligations under any Security Document;
or


 


11.9       
Security Agreement. The Security Agreement or any other Security Document pursuant to which the assets of
the Borrower or any Material Subsidiary are pledged as Collateral shall cease to be in full force or effect or any material collateral
pledged thereunder shall cease to be subject to a valid and perfected security interest (other than pursuant to the terms hereof
or thereof, as a result of acts or omissions of the Collateral Agent in respect of certificates, promissory notes or instruments
actually delivered to it (including as a result of the Collateral Agent’s failure to file a Uniform Commercial Code continuation
statement)) or any grantor thereunder or any Credit Party shall deny or disaffirm in writing any grantor’s obligations under
the Security Agreement or any other Security Document; or


 


11.10       Judgments.
One or more final judgments or decrees shall be entered against the Borrower or any of the Restricted Subsidiaries involving a
liability in excess of $30,000,000 in the aggregate for all such judgments and decrees for the Borrower and its Restricted Subsidiaries
(to the extent not covered by insurance or indemnities as to which the applicable insurance company or third party has not denied
coverage) and any such judgments or decrees shall not have been satisfied, vacated, discharged or stayed or bonded pending appeal
within 60 days after the entry thereof; or


 


11.11       Change
of Control. A Change of Control shall occur.


 


11.12       Remedies Upon Event of Default. If an Event of Default occurs and is continuing, the Administrative Agent
shall, upon the written request of the Required Lenders, by written notice to the Borrower, take any or all of the following actions,
without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrower, except as
otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5
shall occur with respect to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent
as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving
of any such notice): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Revolving Credit Commitment of
each Lender shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without
any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations
to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit
that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agree that upon receipt
of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it
will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as
security for the Borrower’s respective Reimbursement Obligations for Unpaid Drawings that may subsequently occur thereunder,
equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under
Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that
the actions hereinafter described will be permitted to occur only following the expiration of the ability to effectuate the Cure
Right if such Cure Right has not been so exercised.


 



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11.13      Application
of Proceeds. Any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds
of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to
the Borrower under Section 11.4 shall be applied:


 


(i)           first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent
or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit
Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all
advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any
Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or
remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder;


 


(ii)         
second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution
and (y) sufficient to Cash Collateralize all Letters of Credit Outstanding on the date of any distribution, and, if such moneys
shall be insufficient to pay such amounts in full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without
priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize
the Letters of Credit Outstanding; and


 


(iii)          third,
any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may
be lawfully entitled to receive the same or as a court of competent jurisdiction may direct;


 


provided
that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Borrower
for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied
by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing,
amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange
Act) shall not be applied to its Obligations that are Excluded Swap Obligations.


 


11.14      Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that
the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning
of the most recently ended fiscal period until the expiration of the 10th Business Day following the date financial statements
referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such
financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect
parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity
proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory
to the Administrative Agent) by the Borrower or from a contribution to the common equity capital of the Borrower, and upon receipt
by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant
to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments:


 


(a)         Consolidated EBITDA of the Borrower and its Restricted Subsidiaries on a consolidated basis shall be increased, solely
for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth
in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which
the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;


 


(b)          Consolidated Total Debt shall not be decreased from the proceeds of the Cure Amount (including, without limitation,
by means of “cash netting”) for calculating compliance with the financial covenant in Section 10.7 for the fiscal
quarter for which such Cure Amount is deemed applied; provided the amount of Consolidated Total Debt may be reduced for
purposes of determining compliance with the financial covenant set forth in Section 10.7 in subsequent fiscal quarters to
the extent the proceeds of the Cure Amount are applied to prepay Indebtedness; and


 



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(c)           if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements
of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of
the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though
there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that
had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive
fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five
Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required
to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7; and (iv) all Cure Amounts
shall be disregarded for the purposes of any financial ratio determination under the Credit Documents other than for determining
compliance with Section 10.7.


 


		Section	12.          The Agents



 


12.1        Appointment.


 


(a)           Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under
this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such
action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents,
together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section
12.1(c) with respect to the Joint Lead Arrangers and Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12
with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, none of the Borrower or any other Credit
Party shall have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere
in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein,
or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. In performing
its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed
to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its respective Subsidiaries.


 


(b)          The
Administrative Agent, each Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent
as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender and the Letter of Credit Issuer
irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the
Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not
have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative
Agent, the Lenders or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent.


 


(c)          Each
of the Joint Lead Arrangers and Bookrunners each in its capacity as such, shall not have any obligations, duties or responsibilities
under this Agreement but shall be entitled to all benefits of this Section 12.


 


12.2        Delegation
of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement and the
other Credit Documents by or through agents, sub-agents, employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. Neither the Administrative Agent nor the Collateral Agent shall be responsible
for the negligence or misconduct of any agents, subagents or attorneys-in-fact selected by it in the absence of its gross negligence
or willful misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction).


 



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12.3        Exculpatory Provisions. No Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by any of them under or in connection with
this Agreement or any other Credit Document (except for its or such Person’s own gross negligence or willful misconduct,
as determined in the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly
set forth herein) or (b) responsible in any manner to any of the Lenders or any participant for any recitals, statements, representations
or warranties made by any Credit Party or any officer thereof contained in this Agreement or any other Credit Document or in any
certificate, report, statement or other document referred to or provided for in, or received by such Agent under or in connection
with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency
of this Agreement or any other Credit Document, or the creation, perfection or priority of any Lien or security interest created
or purported to be created under the Security Documents, or for any failure of any Credit Party to perform its obligations hereunder
or thereunder. No Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance
of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties,
books or records of any Credit Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative
Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party.


 


12.4        Reliance by Agents. The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall
be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or
teletype message, statement, order or other document or instruction believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower),
independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent
may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all
purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent.
The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this
Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that
may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent
shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents
in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders and all future holders of the Loans; provided that the Administrative Agent and the
Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it
to liability or that is contrary to any Credit Document or applicable law.


 


12.5        Notice
of Default. Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge or notice of the occurrence
of any Default or Event of Default hereunder unless the Administrative Agent or the Collateral Agent has received written notice
from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice
is a “notice of default.” In the event that the Administrative Agent receives such a notice, it shall give notice
thereof to the Lenders and the Collateral Agent. The Administrative Agent shall take such action with respect to such Default
or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of
the Lenders except to the extent that this Agreement requires that such action be taken only with the approval of the Required
Lenders or each of the Lenders, as applicable.


 



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12.6        Non-Reliance on Administrative Agent, Collateral Agent, and Other Lenders. Each Lender expressly acknowledges
that neither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent or
the Collateral Agent hereinafter taken, including any review of the affairs of any Credit Party, shall be deemed to constitute
any representation or warranty by the Administrative Agent or the Collateral Agent to any Lender or any Letter of Credit Issuer.
Each Lender and the Letter of Credit Issuer represents to the Administrative Agent and the Collateral Agent that it has, independently
and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Borrower and each other Credit Party and made its own decision to make its Loans hereunder
and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative
Agent, the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and
the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations,
property, financial and other condition and creditworthiness of any of the Credit Parties. Except for notices, reports, and other
documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Agent
nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning
the business, assets, operations, properties, financial condition, prospects or creditworthiness of any Credit Party that may come
into the possession of the Administrative Agent or the Collateral Agent any of their respective officers, directors, employees,
agents, attorneys-in-fact or Affiliates.


 


12.7        Indemnification. The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent
not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to
their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification
is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in
accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements
of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred
by or asserted against an Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit
Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable to an Agent for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence
or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; provided, further,
that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number
or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to
any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies
whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the
foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including
attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect
of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to
herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided that
such reimbursement by the Lenders shall not affect the Borrower’s continuing Reimbursement Obligations with respect thereto.
If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired,
such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional
indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any
liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s
pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify
any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting
from such Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent
jurisdiction. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder.
The indemnity provided to each Agent under this Section 12.7 shall also apply to such Agent’s respective Affiliates,
directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors. For the
avoidance of doubt, for purposes of this Section 12.7, the term “Lender” includes any Letter of Credit Issuer.


 



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12.8        Agents in Their Individual Capacities. The agency hereby created shall in no way impair or affect any of the
rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. Each
Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Credit Party
as though such Agent were not an Agent hereunder and under the other Credit Documents. With respect to the Loans made by it, each
Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise
the same as though it were not an Agent, and the terms Lender and Lenders shall include each Agent in its individual capacity.


 


12.9        Successor
Agents.


 


(a)           Each of the Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders,
the Letter of Credit Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the
right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default has occurred
and is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such
bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may
on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s
consent (not to be unreasonably withheld or delayed)); provided that if the Administrative Agent or Collateral Agent shall
notify the Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice (the “Resignation Effective Date”).


 


(b)           If the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition
of “Lender Default,” the Required Lenders may to the extent permitted by applicable law, subject to the consent of
the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person
as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed
by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective
in accordance with such notice on the Removal Effective Date.


 


(c)           With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall
be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral
security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuer under any of the Credit Documents,
the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor
Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the
retiring or removed Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly,
until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance
of a successor’s appointment as the Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon
the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements
to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request,
in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed
Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other
Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above,
any resignation or removal of JPMorgan Chase Bank, N.A. as the Administrative Agent pursuant to this Section 12.9 shall
also constitute the resignation or removal of JPMorgan Chase Bank, N.A. as the Collateral Agent. The fees payable by the Borrower
(following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and
under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5
shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties
in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as an Agent.


 



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(d)          Any
resignation by or removal of JPMorgan Chase Bank, N.A. as the Administrative Agent pursuant to this Section 12.9 shall
also constitute its resignation or removal, as applicable, as a Letter of Credit Issuer (if such Affiliate or JPMorgan Chase Bank,
N.A.is a Letter of Credit Issuer). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder,
(a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter
of Credit Issuer, (b) the retiring Letter of Credit Issuer (if an Affiliate of JPMorgan Chase Bank, N.A. is a Letter of Credit
Issuer or if JPMorgan Chase Bank, N.A.is a Letter of Credit Issuer) shall be discharged from all of their respective duties and
obligations hereunder or under the other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of
credit in substitution for the Letters of Credit issued by such Affiliate of the Administrative Agent or the Administrative Agent,
if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer
(if an Affiliate of JPMorgan Chase Bank, N.A. or JPMorgan Chase Bank, N.A. is a Letter of Credit Issuer) to effectively assume
the obligations of the retiring Letter of Credit Issuer (if an Affiliate or JPMorgan Chase Bank, N.A. or JPMorgan Chase Bank,
N.A. is a Letter of Credit Issuer) with respect to such Letters of Credit.


 


12.10      Withholding
Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under
any Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of
the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts
paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered, was not properly
executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption
from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made
to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify
the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit
Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly,
by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses
incurred, including legal expenses, allocated staff costs and any out-of-pocket expenses. A certificate as to the amount of such
payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this
Agreement or any other Credit Document against any amount due to the Administrative Agent under this Section 12.10. The
agreements in Section 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment
of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge
of all other Obligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes the
Letter of Credit Issuer.


 


12.11      Agents Under Security Documents and Guarantee. Each Secured Party hereby further authorizes the Administrative
Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and
representative of the Secured Parties with respect to the Collateral and the Security Documents. Subject to Section 13.1,
without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable,
may execute any documents or instruments necessary to (a) release any Lien on any property granted to or held by the Administrative
Agent or the Collateral Agent (or any sub-agent thereof) under any Credit Document (i) upon the termination of all Commitments
and all Letters of Credit (other than Letters of Credit that have been Cash Collateralized) and the payment in full (or Cash Collateralization)
of all Obligations (except for contingent indemnification obligations in respect of which a claim has not yet been made and Secured
Hedge Obligations and Secured Cash Management Obligations), (ii) that is sold or transferred as part of or in connection with any
sale or other transfer permitted hereunder or under any other Credit Document to a Person that is not a Credit Party, (iii) if
the property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor from its Guarantee otherwise in accordance
with the Credit Documents, (iv) as to the extent provided in the Security Documents, (v) that constitutes Excluded Property or
Excluded Stock and Stock Equivalents or (vi) if approved, authorized or ratified in writing in accordance with Section 13.1;
(b) release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Restricted Subsidiary (or becomes
an Excluded Subsidiary) as a result of a transaction or designation permitted hereunder; (c) subordinate any Lien on any property
granted to or held by the Administrative Agent or the Collateral Agent under any Credit Document to the holder of any Lien permitted
under clause (vi) (solely with respect to Section 10.1(d)); or (d) enter into subordination or intercreditor agreements
with respect to Indebtedness to the extent the Administrative Agent or the Collateral Agent is otherwise contemplated herein as
being a party to such intercreditor or subordination agreement.


 



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The
Collateral Agent shall have its own independent right to demand payment of the amounts payable by the Borrower under this Section
12.11, irrespective of any discharge of the Borrower’s obligations to pay those amounts to the other Lenders resulting
from failure by them to take appropriate steps in insolvency proceedings affecting the Borrower to preserve their entitlement to
be paid those amounts.


 


Any
amount due and payable by the Borrower to the Collateral Agent under this Section 12.11 shall be decreased to the extent
that the other Lenders have received (and are able to retain) payment in full of the corresponding amount under the other provisions
of the Credit Documents and any amount due and payable by the Borrower to the Collateral Agent under those provisions shall be
decreased to the extent that the Collateral Agent has received (and is able to retain) payment in full of the corresponding amount
under this Section 12.11.


 


12.12        
Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to
the contrary notwithstanding, the Borrower, the Agents, and each Secured Party hereby agree that (i) no Secured Party shall have
any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all
powers, rights, and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in
accordance with the terms hereof and all powers, rights, and remedies under the Security Documents may be exercised solely by the
Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public
or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such
Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties
(but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in
writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion
of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase
price for any collateral payable by the Collateral Agent at such sale or other disposition. No holder of Secured Hedge Obligations
or Secured Cash Management Obligations shall have any rights in connection with the management or release of any Collateral or
of the obligations of any Credit Party under this Agreement. No holder of Secured Hedge Obligations or Secured Cash Management
Obligations that obtains the benefits of any Guarantee or any Collateral by virtue of the provisions hereof or of any other Credit
Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other
Credit Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in
its capacity as a Lender or Agent and, in such case, only to the extent expressly provided in the Credit Documents. Notwithstanding
any other provision of this Agreement to the contrary, the Administrative Agent shall not be required to verify the payment of,
or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Hedge Agreements and
Secured Cash Management Agreements, unless the Administrative Agent has received written notice of such Obligations, together with
such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank,
as the case may be.


 


12.13        
[Reserved].


 


12.14       
The Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under the Bankruptcy
Code or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal
of any Loan or outstanding Letter of Credit 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,
Letters of Credit Outstanding 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 Letter of Credit Issuer and the Administrative Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Letter of Credit Issuer and the
Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Letter of Credit Issuer
and the Administrative Agent under Section 4 and Section 12.4) allowed in such judicial proceeding; and


 






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(b)            
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender and the Letter of Credit Issuer to make such payments to the Administrative Agent and, if the
Administrative Agent shall consent to the making of such payments directly to the Lenders and the Letter of Credit Issuer, to pay
to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative
Agent and its Agents and counsel, and any other amounts due the Administrative Agent under Section 4 and Section 12.4.


 


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 Letter of Credit Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or the Letter of Credit Issuer to authorize the Administrative Agent to vote in respect of the claim
of any Lender or the Letter of Credit Issuer or in any such proceeding.


 


12.15        
ERISA Representation of the Lenders.


 


(a)            
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent, the Agents and their respective Affiliates and not, for the avoidance of doubt, to or for the benefit
of the Borrower or any other Credit Party, that at least one of the following is and will be true:


 


(i)            
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of
one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments, or this Agreement,


 


(ii)          
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions
determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving
insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate
accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class
exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)         
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the
meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such
Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement,
(C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments
and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge
of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
or


 


(iv)       
such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in
its sole discretion, and such Lender.


 






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(b)           
In addition, unless either (1) subclause (i) in the immediately preceding clause (a) is true with respect
to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with subclause (iv)
in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became
a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent, the Agents and their respective Affiliates and not,
for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that the Administrative Agent is not
a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation
or exercise of any rights by the Administrative Agent under this Agreement, any Credit Document or any documents related hereto
or thereto).


 


Section 13.              Miscellaneous




 


13.1         
Amendments, Waivers, and Releases. Except as otherwise expressly set forth in the Credit Documents, neither
this Agreement nor any other Credit Document, nor any terms hereof or thereof, may be amended, supplemented or modified except
in accordance with the provisions of this Section 13.1. Except as provided to the contrary under Section 2.10(b),
(c) and (d) Section 2.14 or 2.15 or the fifth and sixth paragraphs hereof in respect of Replacement Term Loans,
and other than with respect to any amendment, modification or waiver contemplated in the proviso to clause (i) below, which
shall only require the consent of the Lenders expressly set forth therein and not the Required Lenders, the Required Lenders may,
or, with the written consent of the Required Lenders, the Administrative Agent and/or the Collateral Agent may, from time to time,
(a) enter into with the relevant Credit Party or Credit Parties written amendments, supplements or modifications hereto and to
the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing
in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive in writing, on such terms
and conditions as the Required Lenders or the Administrative Agent and/or the Collateral Agent, as the case may be, may specify
in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default
and its consequences; provided, however, that each such waiver and each such amendment, supplement or modification
shall be effective only in the specific instance and for the specific purpose for which given; and provided, further,
that no such waiver and no such amendment, supplement or modification shall (x) (i) forgive or reduce any portion of any Loan or
extend the final scheduled maturity date of any Loan or reduce the stated rate (it being understood that only the consent of the
Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the “default rate” or
amend Section 2.8(c)), or forgive any portion thereof, or reduce or forgive any interest or fee payable hereunder, or extend
the date for the payment of any interest or fee payable hereunder (other than as a result of waiving the applicability of any post-default
increase in interest rates), or extend the final expiration date of any Letter of Credit beyond the L/C Facility Maturity Date,
or amend or modify any provisions of Sections 5.2(c), 5.3(a) (with respect to the ratable allocation of any payments
only), 11.13, 13.8(a) or 13.20, or make any Loan, interest, Fee or other amount payable in any currency other
than expressly provided herein, in each case without the written consent of each Lender directly and adversely affected thereby;
provided that a waiver of any condition precedent in Section 6 or 7 of this Agreement, the waiver of any Default,
Event of Default, default interest, mandatory prepayment or reductions, any modification, waiver or amendment to the financial
covenant definitions or financial ratios or any component thereof or the waiver of any other covenant shall not constitute an increase
of any Commitment of a Lender, a reduction or forgiveness in the interest rates or the fees or premiums or a postponement of any
date scheduled for the payment of principal, premium or interest or an extension of the final maturity of any Loan or the scheduled
termination date of any Commitment, in each case for purposes of this clause (i), or (ii) consent to the assignment
or transfer by the Borrower of its rights and obligations under any Credit Document to which it is a party (except as permitted
pursuant to Section 10.3), in each case without the written consent of each Lender, or (iii) amend, modify or waive any
provision of Section 12 without the written consent of the then-current Administrative Agent and Collateral Agent in a manner
that directly and adversely affects such Person, or (iv) amend, modify or waive any provision of Section 3 with respect
to any Letter of Credit without the written consent of the Letter of Credit Issuer to the extent such amendment, modification or
waiver directly and adversely affects the Letters of Credit Issuer, or (v) [reserved], or (vi) change any Revolving Credit Commitment
to a Term Loan Commitment, or change any Term Loan Commitment to a Revolving Credit Commitment, in each case without the prior
written consent of each Lender directly and adversely affected thereby, or (vii) release all or substantially all of the Guarantors
under the Guarantees (except as expressly permitted by the Guarantees or this Agreement) or release all or substantially all of
the Collateral under the Security Documents (except as expressly permitted by the Security Documents or this Agreement) without
the prior written consent of each Lender, or (viii) decrease the Initial Term A Loan Repayment Amount applicable to Initial Term
A Loans or extend any scheduled Term Loan Repayment Date applicable to Initial Term A Loans, in each case without the written consent
of each Lender directly and adversely affected thereby, or (ix) reduce the percentages specified in the definitions of the terms
 “Required Lenders,” “Required Revolving Credit Lenders” or “Required Initial Term A Loan Lenders”
or amend, modify or waive any provision of this Section 13.1 that has the effect of decreasing the number of Lenders that
must approve any amendment, modification or waiver, without the written consent of each Lender, (y) notwithstanding anything to
the contrary in clause (x), (i) extend the final expiration date of any Lender’s Commitment or (ii) increase the aggregate
amount of the Commitments of any Lender, in each case, without the written consent of such Lender, or (z) in connection with an
amendment that addresses solely a repricing transaction in which any Class of Term Loans is refinanced with a replacement Class
of Term Loans bearing (or is modified in such a manner such that the resulting Term Loans bear) a lower Effective Yield, only the
consent of the Lenders holding Term Loans subject to such permitted repricing transaction that will continue as a Lender in respect
of the repriced tranche of Term Loans or modified Term Loans.


 






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Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except (x) that the Commitment of such Lender may not be increased or extended without the consent of such Lender and
(y) for any such amendment, waiver or consent that treats such Defaulting Lender disproportionately from the other Lender of the
same Class (other than because of its status as a Defaulting Lender).


 


Any
such waiver and any such amendment, supplement or modification shall apply equally to each of the affected Lenders and shall be
binding upon the Borrower, such Lenders, the Administrative Agent and all future holders of the affected Loans. In the case of
any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder
and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing,
it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereon. In connection with the foregoing provisions, the Administrative Agent may, but shall have no obligations to,
with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender.


 


Notwithstanding
the foregoing, in addition to any credit extensions and related Joinder Agreement(s) effectuated without the consent of Lenders
in accordance with Section 2.14, this Agreement may be amended (or amended and restated) with the written consent of the
Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement
and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Credit
Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities
in any determination of the Required Lenders and other definitions related to such new Term Loans and Revolving Credit Loans.


 


In
addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the
Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all outstanding Term Loans
of any Class (“Refinanced Term Loans”) with a replacement term loan tranche (“Replacement Term Loans”)
hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate
principal amount of such Refinanced Term Loans (plus an amount equal to all accrued but unpaid interest, fees, premiums,
and expenses incurred in connection therewith), (b) the Applicable Margin for such Replacement Term Loans shall not be higher than
the Applicable Margin for such Refinanced Term Loans, unless any such Applicable Margin applies after the Initial Term A Loan Maturity
Date, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life
to maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods
where amortization has been eliminated as a result of prepayment of the applicable Term Loans), and (d) the covenants, events of
default and guarantees shall be not materially more restrictive (taken as a whole) (as determined in good faith by the Borrower)
to the Lenders providing such Replacement Term Loans than the covenants, events of default and guarantees applicable to such Refinanced
Term Loans, except to the extent necessary to provide for covenants, events of default and guarantees applicable to any period
after the maturity date in respect of the Refinanced Term Loans in effect immediately prior to such refinancing.


 






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The
Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be
automatically released (i) in full, upon the termination of this Agreement all Commitments and all Letters of Credit (other than
Letters of Credit that have been Cash Collateralized pursuant to arrangement reasonably satisfactory to the Letter of Credit Issuers)
and the payment of all Obligations (except for (w) contingent indemnification obligations in respect of which a claim has not yet
been made, (x) Secured Hedge Obligations, (y) Cash Collateralized Letters of Credit pursuant to arrangements reasonably acceptable
to the applicable Letter of Credit Issuer, and (z) Secured Cash Management Obligations), (ii) upon the sale or other disposition
of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any
Person other than another Credit Party, to the extent such sale or other disposition is made in compliance with the terms of this
Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Credit Party upon
its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit
Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing
by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this Section
13.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor
from its obligations under the applicable Guarantee (in accordance with the second following sentence), (vi) as required to effect
any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the
Security Documents, and (vii) if such assets constitute Excluded Property or Excluded Stock and Stock Equivalents. Any such release
shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations
(other than those being released) of the Credit Parties in respect of) all interests retained by the Credit Parties, including
the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released
in accordance with the provisions of the Credit Documents. Additionally, the Lenders hereby irrevocably agree that any Restricted
Subsidiary that is a Guarantor shall be released from the Guarantees upon consummation of any transaction not prohibited hereunder
resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary. The Lenders hereby authorize the Administrative Agent
and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable
to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all
without the further consent or joinder of any Lender.


 


Notwithstanding
anything herein to the contrary, the Credit Documents may be amended to add syndication or documentation agents and make customary
changes and references related thereto with the consent of only the Borrower and the Administrative Agent.


 


Notwithstanding
anything in this Agreement (including, without limitation, this Section 13.1) or any other Credit Document to the contrary,
(i) this Agreement and the other Credit Documents may be amended to effect an incremental facility or extension facility pursuant
to Section 2.14 (and the Administrative Agent and the Borrower may effect such amendments to this Agreement and the other
Credit Documents without the consent of any other party as may be necessary or appropriate, in the reasonable opinion of the Administrative
Agent and the Borrower, to effect the terms of any such incremental facility or extension facility); (ii) no Lender consent is
required to effect any amendment or supplement to any intercreditor agreement or arrangement permitted under this Agreement that
is for the purpose of adding the holders of any Indebtedness as expressly contemplated by the terms of such intercreditor agreement
or arrangement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make
such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are
required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the
interests of the Lenders taken as a whole); provided, further, that no such agreement shall amend, modify or otherwise
directly and adversely affect the rights or duties of the Administrative Agent hereunder or under any other Credit Document without
the prior written consent of the Administrative Agent; (iii) any provision of this Agreement or any other Credit Document may be
amended by an agreement in writing entered into by the Borrower and the Administrative Agent to (x) cure any ambiguity, omission,
mistake, defect or inconsistency (as reasonably determined by the Administrative Agent and the Borrower) and (y) effect administrative
changes of a technical or immaterial nature (including to effect changes to the terms and conditions applicable solely to the Letter
of Credit Issuer in respect of Issuances of Letters of Credit), and, in each case, such amendment shall be deemed approved by the
Lenders if the Lenders shall have received at least five Business Days’ prior written notice of such change and the Administrative
Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required
Lenders stating that the Required Lenders object to such amendment; and (iv) guarantees, Security Documents and related documents
executed by Credit Parties in connection with this Agreement may be in a form reasonably determined by the Administrative Agent
and may be, together with any other Credit Document, entered into, amended, supplemented or waived, without the consent of any
other Person, by the applicable Credit Party or Credit Parties and the Administrative Agent or the Collateral Agent in its or their
respective sole discretion, to (A) effect the granting, perfection, protection, expansion or enhancement of any security interest
in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, (B) as required by local
law or advice of counsel to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property
or so that the security interests therein comply with applicable law, or (C) to cure ambiguities, omissions, mistakes or defects
(as reasonably determined by the Administrative Agent and the Borrower) or to cause such guarantee, collateral security document
or other document to be consistent with this Agreement and the other Credit Documents.


 






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Notwithstanding
anything in this Agreement or any Security Document to the contrary, the Administrative Agent may, in its sole discretion, grant
extensions of time for the satisfaction of any of the requirements under Sections 9.12, 9.13 and 9.14 or any
Security Documents in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction
thereof with respect to such Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort
or due to factors beyond the control of the Borrower and its Restricted Subsidiaries by the time or times at which it would otherwise
be required to be satisfied under this Agreement or any Security Document.


 


13.2       
Notices. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder
or under any other Credit Document shall be in writing (including by facsimile transmission). All such written notices shall be
mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(a)           
if to the Borrower, the Administrative Agent, the Collateral Agent or the Letter of Credit Issuer, to the address,
facsimile number, electronic mail address or telephone number specified for such Person on Schedule 13.2 or to such other
address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the
other parties; and


 


(b)        
if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in
its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall
be designated by such party in a notice to the Borrower, the Administrative Agent, the Collateral Agent and the Letter of Credit
Issuer.


 


All such
notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant
party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B)
if delivered by mail, three Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic mail, when delivered; provided that notices
and other communications to the Administrative Agent or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 4.2
and 5.1 shall not be effective until received.


 


13.3         
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative
Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents
shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided
by law.


 


13.4         
Survival of Representations and Warranties. All representations and warranties made hereunder, in the other
Credit Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the making of the Loans hereunder.


 






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13.5         
Payment of Expenses; Indemnification, Limitation of Liability;.


 


(a)          
Payment of Expenses; Indemnification. The Borrower agrees, within thirty (30) days after receipt of a written
request therefor, together with any supporting documentation reasonably requested by the Borrower, (i) to pay or reimburse each
of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection
with the development, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement
of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and thereby (limited, in the case of legal fees, costs
and expenses, to the reasonable fees, disbursements and other charges of Cahill Gordon & Reindel llp
(or such other counsel as may be agreed by the Administrative Agent and the Borrower) and, if reasonably necessary, one firm or
local counsel in each relevant material local jurisdiction with the consent of the Borrower (such consent not to be unreasonably
withheld or delayed) (which may include a single special counsel acting in multiple jurisdictions)), (ii) to pay or reimburse each
Agent or any Letter of Credit Issuer for all their reasonable and documented out-of-pocket costs and expenses incurred in connection
with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents
(limited, in the case of legal fees, costs and expenses, to the reasonable fees, disbursements and other charges of one firm or
counsel to the Administrative Agent and the Collateral Agent, and, if reasonably necessary, one firm or local counsel in each relevant
material local jurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) (which may
include a single special counsel acting in multiple jurisdictions)), (iii) to pay or reimburse all reasonable out-of-pocket expenses
incurred by the Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit
or any demand for payment thereunder (limited, in the case of legal fees, costs and expenses, to the reasonable fees, disbursements
and other charges of one firm or counsel to the Letter of Credit Issuer, and, if reasonably necessary, one firm or local counsel
in each relevant material local jurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or
delayed) (which may include a single special counsel acting in multiple jurisdictions)), and (iv) to pay, indemnify and hold
harmless each Lender, each Agent, the Letter of Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified
Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments,
suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever of any such Indemnified Person, in each case,
to the extent arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether
such Indemnified Person is a party thereto), arising out of, or with respect to the Transactions or to the execution, delivery,
performance and administration of this Agreement and the other Credit Documents including any of the foregoing relating to the
violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened
Release of Hazardous Materials attributable to the Borrower or any of its Subsidiaries (limited, in the case of legal fees, costs
and expenses, to the reasonable fees, disbursements and other charges of one firm or counsel to all Indemnified Persons taken as
a whole (and, solely in the case of an actual or reasonably perceived conflict of interest
where the Indemnified Person affected by such conflict notifies the Borrower of the existence of such conflict, one additional
counsel for all similarly situated and affected Indemnified Person taken as a whole), and, if reasonably necessary, one
firm or local counsel in each relevant material local jurisdiction with the consent of the Borrower (such consent not to be unreasonably
withheld or delayed) (which may include a single special counsel acting in multiple jurisdictions)) (all the foregoing in this
clause (iv), regardless of whether brought by the Borrower, any of its subsidiaries or any other Person collectively, the
 “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified
Person with respect to Indemnified Liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct
of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent
jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms
of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment
of a court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Persons that does not involve an act
or omission by the Borrower or its Restricted Subsidiaries; provided the Agents, to the extent acting in their capacity
as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause
(i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section
13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply
with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions,
judgments, suits, costs, expenses or disbursements arising from any non-Tax claim.


 


(b)            
Limitation of Liability. No Credit Party nor any of the Administrative Agent, any Arranger, any Letter of
Credit Issuer and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related
Person”) shall have any liability for any special, punitive, indirect or consequential damages resulting from the Original
Credit Agreement, this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith
(whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification
obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by a Lender-Related
Person to a third party. No Lender-Related Person shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed by it through telecommunications, electronic or other information transmission
systems in connection with the Original Credit Agreement, this Agreement or the other Credit Documents or the transactions contemplated
hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence
of any Lender-Related Person as determined by a final and non-appealable judgment of a court of competent jurisdiction.


 






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13.6         
Successors and Assigns; Participations and Assignments.


 


(a)           
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that (i) except as expressly permitted by Section 10.3, the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative
Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 13.6.
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants (to the extent provided in clause (c) of this Section
13.6) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral
Agent, the Letter of Credit Issuer and the Lenders and each other Person entitled to indemnification under Section 13.5)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)            
(i) Subject to the conditions set forth in clause (b)(ii) below and Section 13.7, any Lender may at
any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or
a portion of its Commitments and the Loans (including participations in L/C Obligations) at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld or delayed):


 


(A)         
the Borrower; provided that no consent of the Borrower shall be required for (1) an assignment of Loans to
(X) a Lender, (Y) an Affiliate of a Lender, or (Z) an Approved Fund or (2) an assignment of Loans or Commitments to any assignee
if an Event of Default under Section 11.1 or Section 11.5 (with respect to the Borrower) has occurred and is continuing;
provided, further, that the Borrower shall be deemed to have consented to an assignment of all or a portion of the
Loans and Commitments unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business
Days after having received notice thereof; and


 


(B)        
the Administrative Agent (not to be unreasonably withheld or delayed) and, in the case of Revolving Credit Commitments
or Revolving Credit Loans only, the Letter of Credit Issuer; provided that no consent of the Administrative Agent shall
be required for an assignment of any Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and provided,
further that no consent of the Administrative Agent and the Letter of Credit Issuer shall be required for an assignment
of any Revolving Credit Commitments or Revolving Credit Loans to a Lender or an Affiliate of a Lender.


 


Notwithstanding
the foregoing, no such assignment shall be made to a natural Person, Disqualified Lender, Defaulting Lender or the Borrower or
any of its Affiliates or Subsidiaries. For the avoidance of doubt, the Administrative Agent shall bear no responsibility or liability
for ascertaining, monitoring or enforcing compliance with the list of Persons who are Disqualified Lenders at any time.


 


(ii)      
Assignments shall be subject to the following additional conditions:


 


(A)        
except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of
the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans
of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to
such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Borrower and the
Administrative Agent otherwise consents (which consents shall not be unreasonably withheld or delayed); provided that no
such consent of the Borrower shall be required if an Event of Default under Section 11.1 or Section 11.5 has occurred
and is continuing; provided, further, that contemporaneous assignments by a Lender and its Affiliates or Approved
Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above (and simultaneous assignments
to or by two or more Related Funds shall be treated as one assignment), if any;


 






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(B)            
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment
of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


 


(C)          
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance
via an electronic settlement system or other method reasonably acceptable to the Administrative Agent, together with a processing
and recordation fee in the amount of $3,500 (which, for the avoidance of doubt, shall be payable by the assignor); provided
that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any
assignment;


 


(D)         
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire
in a form approved by the Administrative Agent (the “Administrative Questionnaire”) and applicable Tax forms
(as required under Section 5.4(e)).


 


(iii)          
Subject to acceptance and recording thereof pursuant to clause (b)(v) of this Section 13.6, from and
after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 2.10, 2.11, 3.5, 5.4 and 13.5). Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this Section 13.6 shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c)
of this Section 13.6. For the avoidance of doubt, in case of an assignment to a new Lender pursuant to this Section 13.6,
(i) the Administrative Agent, the new Lender and other Lenders shall acquire the same rights and assume the same obligations between
themselves as they would have acquired and assumed had the new Lender been an original Lender signatory to this Agreement with
the rights and/or obligations acquired or assumed by it as a result of the assignment and to the extent of the assignment the assigning
Lender shall each be released from further obligations under the Credit Documents and (ii) the benefit of each Security Document
shall be maintained in favor of the new Lender.


 


(iv)        
The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the
Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation
of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans (and stated interest amounts)
and any payment made by the Letter of Credit Issuer under any Letter of Credit owing to each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error,
and the Borrower, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Lenders shall treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Collateral Agent, the
Letter of Credit Issuer, the Administrative Agent and its Affiliates and, with respect to itself, any Lender, at any reasonable
time and from time to time upon reasonable prior notice.


 


(v)          Upon
its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire and applicable Tax forms (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in clause (b) of this Section 13.6 and any written consent to such assignment
required by clause (b) of this Section 13.6, the Administrative Agent shall promptly accept such Assignment and
Acceptance and record the information contained therein in the Register. No assignment, whether or not evidenced by a promissory
note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this clause
(b)(v).


 






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(c)            
(i) Any Lender may, without the consent of the Borrower, the Administrative Agent or the Letter of Credit Issuer,
sell participations to one or more banks or other entities (other than (x) a natural person, (y) the Borrower and its Subsidiaries
and (z) any Disqualified Lender provided, however, that, notwithstanding clause (y) hereof, participations
may be sold to Disqualified Lenders unless a list of Disqualified Lenders has been made available to all Lenders) (each, a “Participant”)
in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments
and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (C) the
Borrower, the Administrative Agent, the Letter of Credit Issuer, and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt,
the Administrative Agent shall bear no responsibility or liability for ascertaining, monitoring or enforcing compliance with the
list of Disqualified Lenders or the sales of participations thereto at any time. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in clauses (i) and (vii) of the second proviso to Section 13.1 that affects
such Participant. Subject to clause (c)(ii) of this Section 13.6, the Borrower agrees that each Participant shall
be entitled to the benefits of Sections 2.10, 2.11, 3.5, and 5.4 to the same extent as if it were a
Lender (subject to the limitations and requirements of those Sections as though it were a Lender and had acquired its interest
by assignment pursuant to clause (b) of this Section 13.6, including the requirements of clause (e) of Section
5.4) (it being agreed that any documentation required under Section 5.4(e) shall be provided to the participating Lender)).
To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.8(b) as though it
were a Lender; provided such Participant shall be subject to Section 13.8(a) as though it were a Lender.


 


(ii)            
A Participant shall not be entitled to receive any greater payment under Section 2.10, 2.11, 3.5
or 5.4 than the applicable Lender would have been entitled to receive absent the sale of such the participation sold to
such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent
(which consent shall not be unreasonably withheld). Each Lender that sells a participation shall, acting solely for this purpose
as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the
principal amounts (and stated interest amounts) of each Participant’s interest in the Loans or other obligations under this
Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive, absent
manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. No Lender shall have any obligation
to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information
relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit
Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.


 


(d)             
Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, or other central bank having jurisdiction over such Lender and this
Section 13.6 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 


(e)            
Subject to Section 13.16, the Borrower authorizes each Lender to disclose to any Participant, secured creditor
of such Lender or assignee (each, a “Transferee”) and any prospective Transferee any and all financial information
in such Lender’s possession concerning the Borrower and its Affiliates that has been delivered to such Lender by or on behalf
of the Borrower and its Affiliates pursuant to this Agreement or that has been delivered to such Lender by or on behalf of the
Borrower and its Affiliates in connection with such Lender’s credit evaluation of the Borrower and its Affiliates prior to
becoming a party to this Agreement.


 


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


 






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(g)          
SPV Lender. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”)
may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by
the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any
Loan that such Granting Lender would otherwise be obligated to make the Borrower pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise such option
or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to
the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent,
and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity
or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance
of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior
to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness
of any SPV, it shall not institute against, or join any other Person in instituting against, such SPV any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding
anything to the contrary contained in this Section 13.6, any SPV may (i) with notice to, but without the prior written consent
of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests
in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent)
other than a Disqualified Lender providing liquidity and/or credit support to or for the account of such SPV to support the funding
or maintenance of Loans and (ii) subject to Section 13.16, disclose on a confidential basis any non-public information relating
to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement
to such SPV. This Section 13.6(g) may not be amended without the written consent of the SPV. Notwithstanding anything to
the contrary in this Agreement but subject to the following sentence, each SPV shall be entitled to the benefits of Sections
2.10, 2.11, 3.5 and 5.4 to the same extent as if it were a Lender (subject to the limitations and requirements
of those Sections as though it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this
Section 13.6, including the requirements of clause (e) of Section 5.4 (it being agreed that any documentation
required under Section 5.4(e) shall be provided to the Granting Lender)). Notwithstanding the prior sentence, an SPV shall
not be entitled to receive any greater payment under Section 2.10, 2.11, 3.5 or 5.4 than its Granting
Lender would have been entitled to receive absent the grant to such SPV, unless such grant to such SPV is made with the Borrower’s
prior written consent (which consent shall not be unreasonably withheld).


 


13.7         
Replacements of Lenders Under Certain Circumstances.


 


(a)           
The Borrower shall be permitted (x) to replace any Lender or (y) terminate the Commitment of such Lender or Letter
of Credit Issuer, as the case may be, and (1) in the case of a Lender (other than the Letter of Credit Issuer), repay all
Obligations of the Borrower due and owing to such Lender relating to the Loans and participations held by such Lender as of such
termination date and (2) in the case of the Letter of Credit Issuer, repay all Obligations of the Borrower owing to such Letter
of Credit Issuer relating to the Loans and participations held by the Letter of Credit Issuer as of such termination date and cancel
or backstop on terms satisfactory to such Letter of Credit Issuer any Letters of Credit issued by it that (a) requests reimbursement
for amounts owing pursuant to Sections 2.10 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii)
and as a result thereof any of the actions described in such Section is required to be taken, or (c) becomes a Defaulting Lender,
with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any Requirements
of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall
repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts pursuant to Sections 2.10,
2.11, or 5.4, as the case may be, owing to such replaced Lender prior to the date of replacement, (iv) the replacement
bank or institution, if not already a Lender, an Affiliate of the Lender or Approved Fund, and the terms and conditions of such
replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replacement bank or institution, if not already
a Lender shall be subject to the provisions of Section 13.6(b), (vi) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 13.6 (provided that unless otherwise agreed the Borrower
shall be obligated to pay the registration and processing fee referred to therein), and (vii) any such replacement shall not be
deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced
Lender.


 






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(b)           
If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment,
waiver, discharge or termination that pursuant to the terms of Section 13.1 requires the consent of either (i) all of the
Lenders directly and adversely affected or (ii) all of the Lenders, and, in each case, with respect to which the Required Lenders
(or at least 50.1% of the directly and adversely affected Lenders) shall have granted their consent, then, the Borrower shall have
the right (unless such Non-Consenting Lender grants such consent) to (x) replace such Non-Consenting Lender by requiring such Non-Consenting
Lender to assign its Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative
Agent (to the extent such consent would be required under Section 13.6) or to terminate the Commitment of such Lender or
Letter of Credit Issuer, as the case may be, and (1) in the case of a Lender (other than the Letter of Credit Issuer), repay
all Obligations of the Borrower due and owing to such Lender relating to the Loans and participations held by such Lender as of
such termination date and (2) in the case of the Letter of Credit Issuer, repay all Obligations of the Borrower owing to such
Letter of Credit Issuer relating to the Loans and participations held by the Letter of Credit Issuer as of such termination date
and cancel or backstop on terms satisfactory to such Letter of Credit Issuer any Letters of Credit issued by it; provided
that (a) all Obligations hereunder of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to
such Non-Consenting Lender concurrently with such assignment including any amounts that such Lender may be owed pursuant to Section
2.11, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to
the principal amount thereof plus accrued and unpaid interest thereon, and (c) the Borrower shall pay to such Non-Consenting Lender
the amount, if any, owing to such Lender pursuant to Section 5.1(b). In connection with any such assignment, the Borrower,
the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6;
provided that any Non-Consenting Lender shall be deemed to have consented to the assignment and delegation of its interests,
rights and obligations if it does not execute and deliver an Assignment and Acceptance to the Administrative Agent within one (1)
Business Day after having received a request therefor.


 


13.8          
Adjustments; Set-off.


 


(a)            
Except as contemplated in Section 13.6 or elsewhere herein, if any Lender (a “Benefited Lender”)
shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5,
or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect
of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a
participating interest in such portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits
of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded,
and the purchase price and benefits returned, to the extent of such recovery, but without interest.


 


(b)           
After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of
the Lenders provided by law, each Lender or its affiliate shall have the right, without prior notice to the Credit Parties but
with the prior consent of the Administrative Agent, any such notice being expressly waived by the Credit Parties to the extent
permitted by applicable law, upon any amount becoming due and payable by the Credit Parties hereunder (whether at the stated maturity,
by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special,
time or demand, provisional or final) (other than payroll, trust, Tax, fiduciary, and petty cash accounts), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured
or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the
Credit Parties. Each Lender agrees promptly to notify the Credit Parties and the Administrative Agent after any such set-off and
application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off
and application.


 






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13.9         
Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number
of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall
be lodged with the Borrower and the Administrative Agent. Delivery of an executed counterpart of a signature page of (x) this Agreement,
(y) any other Credit Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance
of doubt, any notice delivered pursuant to Section 13.2), certificate, request, statement, disclosure or authorization related
to this Agreement, any other Credit Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary
Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces
an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement,
such other Credit Document or such Ancillary Document, as applicable. The words “execution,” “signed,”
 “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Credit Document
and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic
form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed
signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein
shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent
and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the
Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled
to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further
verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon
the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed
counterpart. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agrees that, for
all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy
proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and each other Loan Party, Electronic Signatures
transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page
and/or any electronic images of this Agreement, any other Credit Document and/or any Ancillary Document shall have the same legal
effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option,
create one or more copies of this Agreement, any other Credit Document and/or any Ancillary Document in the form of an imaged electronic
record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original
paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal
effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect,
validity or enforceability of this Agreement, any other Credit Document and/or any Ancillary Document based solely on the lack
of paper original copies of this Agreement, such other Credit Document and/or such Ancillary Document, respectively, including
with respect to any signature pages thereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising
solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions
by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including
any Liabilities arising as a result of the failure of the Borrower (and/or any Loan Party) to use any available security measures
in connection with the execution, delivery or transmission of any Electronic Signature.


 


13.10      
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


13.11      
Integration. This Agreement and the other Credit Documents represent the agreement of the Borrower, the Collateral
Agent, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Borrower, the Administrative Agent, the Collateral Agent nor any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other Credit Documents.


 


13.12        
GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 






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13.13        
Submission to Jurisdiction; Waivers. Each party hereto irrevocably and unconditionally:


 


(a)            
submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents
to which it is a party to the exclusive general jurisdiction of the courts of the State of New York or the courts of the United
States for the Southern District of New York, in each case sitting in New York City in the Borough of Manhattan, and appellate
courts from any thereof;


 


(b)           
consents that any such action or proceeding shall be brought in such courts and waives (to the extent permitted by
applicable law) any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court
or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same or to commence
or support any such action or proceeding in any other courts;


 


(c)           
agrees that service of process in any such action or proceeding shall be effected by mailing a copy thereof by registered
or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth on Schedule
13.2 at such other address of which the Administrative Agent shall have been notified pursuant to Section 13.2;


 


(d)           
agrees that nothing herein shall affect the right of the Administrative Agent, any Lender or another Secured Party
to effect service of process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against
the Borrower or any other Credit Party in any other jurisdiction; and


 


(e)           
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action
or proceeding referred to in this Section 13.13 any special, exemplary, punitive or consequential damages; provided
that nothing in this clause (e) shall limit the Credit Parties’ indemnification obligations set forth in Section
13.5.


 


13.14        
Acknowledgments. The Borrower hereby acknowledges that:


 


(a)             
it has been advised by counsel in the negotiation, execution, and delivery of this Agreement and the other Credit
Documents;


 


(b)          
(i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith
(including in connection with any amendment, waiver or other modification hereof or of any other Credit Document) are an arm’s-length
commercial transaction between the Borrower and the other Credit Parties, on the one hand, and the Administrative Agent, the Lenders
and the other Agents on the other hand, and the Borrower and the other Credit Parties are capable of evaluating and understanding
and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents
(including any amendment, waiver or other modification hereof or thereof);


 


(ii)           
in connection with the process leading to such transaction, each of the Administrative Agent and the other Agents,
is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for the Borrower, any other Credit
Parties or any of their respective Affiliates, stockholders, creditors or employees, or any other Person;


 


(iii)          
neither the Administrative Agent nor any other Agent has assumed or will assume an advisory, agency or fiduciary
responsibility in favor of the Borrower or any other Credit Party with respect to any of the transactions contemplated hereby or
the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Credit
Document (irrespective of whether the Administrative Agent or other Agent has advised or is currently advising the Borrower, the
other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent or other Agent has any
obligation to the Borrower, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other Credit Documents;


 






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(iv)          
the Administrative Agent, each other Agent and each Affiliate of the foregoing may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent
nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship;
and


 


(v)           
neither the Administrative Agent nor any other Agent has provided and none will provide any legal, accounting, regulatory
or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification
hereof or of any other Credit Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate. The Borrower hereby agrees that it will not claim that any Agent owes a fiduciary or similar
duty to the Credit Parties in connection with the transactions contemplated hereby and waives and releases, to the fullest extent
permitted by law, any claims that it may have against the Administrative Agent or any other Agent with respect to any breach or
alleged breach of agency or fiduciary duty; and


 


(c)            no
joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Borrower, on the one hand, and any Lender, on the other hand.


 


13.15      
WAIVERS OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVE (TO THE EXTENT PERMITTED BY
APPLICABLE LAW) TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR
ANY COUNTERCLAIM THEREIN.


 


13.16      
Confidentiality. The Administrative Agent, each other Agent and each Lender, each on behalf of itself and
its controlled Affiliates (collectively, the “Restricted Persons” and, each a “Restricted Person”),
shall treat confidentially all non-public information provided to any Restricted Person by or on behalf of any Credit Party hereunder
in connection with such Restricted Person’s evaluation of whether to become a Lender hereunder or obtained by such Restricted
Person pursuant to the requirements of this Agreement (“Confidential Information”) and shall not publish, disclose
or otherwise divulge such Confidential Information; provided that nothing herein shall prevent any Restricted Person from
disclosing any such Confidential Information (a) pursuant to the order of any court or administrative agency or in any pending
legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal
process (in which case such Restricted Person agrees (except with respect to any routine or ordinary course audit or examination
conducted by bank accountants or any governmental or bank regulatory authority exercising examination or regulatory authority),
to the extent practicable and not prohibited by applicable law, rule or regulation, to inform the Borrower promptly thereof prior
to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over such Restricted Person or any
of its Affiliates (in which case such Restricted Person agrees (except with respect to any routine or ordinary course audit or
examination conducted by bank accountants or any governmental or bank regulatory authority exercising examination or regulatory
authority) to the extent practicable and not prohibited by applicable law, rule or regulation, to inform the Borrower promptly
thereof prior to disclosure), (c) to the extent that such Confidential Information becomes publicly available other than by reason
of improper disclosure by such Restricted Person or any of its affiliates or any Related Parties thereto in violation of any confidentiality
obligations owing under this Section 13.16, (d) to the extent that such Confidential Information is received by such Restricted
Person from a third party that is not, to such Restricted Person’s knowledge, subject to contractual or fiduciary confidentiality
obligations owing to any Credit Party or any of their respective subsidiaries or affiliates, (e) to the extent that such Confidential
Information was already in the possession of the Restricted Persons prior to any duty or other undertaking of confidentiality or
is independently developed by the Restricted Persons without the use of such Confidential Information, (f) to such Restricted Person’s
affiliates and to its and their respective officers, directors, partners, employees, legal counsel, independent auditors, and other
experts or agents who need to know such Confidential Information in connection with providing the Loans or action as an Agent hereunder
and who are informed of the confidential nature of such Confidential Information and who are subject to customary confidentiality
obligations of professional practice or who agree to be bound by the terms of this Section 13.16 (or confidentiality provisions
at least as restrictive as those set forth in this Section 13.16) (with each such Restricted Person, to the extent within
its control, responsible for such person’s compliance with this paragraph), (g) to potential or prospective Lenders, hedge
providers, participants or assignees, in each case who agree (pursuant to customary syndication practice) to be bound by the terms
of this Section 13.16 (or confidentiality provisions at least as restrictive as those set forth in this Section 13.16);
provided that (i) the disclosure of any such Confidential Information to any Lenders, hedge providers or prospective Lenders,
hedge providers or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance
by such Lender, hedge provider or prospective Lender or participant or prospective participant that such Confidential Information
is being disseminated on a confidential basis (on substantially the terms set forth in this Section 13.16 or confidentiality
provisions at least as restrictive as those set forth in this Section 13.16) in accordance with the standard syndication
processes of such Restricted Person or customary market standards for dissemination of such type of information, which shall in
any event require “click through” or other affirmative actions on the part of recipient to access such Confidential
Information and (ii) no such disclosure shall be made by such Restricted Person to any person that is at such time a Disqualified
Lender; provided that, for the avoidance of doubt, the Administrative Agent shall be permitted upon request of any Lender
or Participant to make available to such Lender or Participant any list of Disqualified Lenders and any Lender may provide the
list of Disqualified Lenders to any prospective assignee or Participant on a confidential basis (it being understood that the identity
of Disqualified Lenders will not be posted or distributed to any Person, other than a distribution by the Administrative Agent
to a Lender upon written request and by a Lender to any prospective assignee or Participant on a confidential basis), (h) for purposes
of establishing a “due diligence” defense, and (i) in connection with the exercise of any remedies under this Agreement,
under any other Credit Document or under any Secured Hedge Agreement or Secured Cash Management Agreement, or any action or proceeding
relating to this Agreement, any other Credit Document or any Secured Hedge Agreement or Secured Cash Management Agreement, or the
enforcement of rights hereunder or thereunder Notwithstanding the foregoing, (i) Confidential Information shall not include, with
respect to any Person, information available to it or its Affiliates on a non-confidential basis from a source other than the Borrower,
its Subsidiaries or their respective Affiliates, (ii) the Administrative Agent shall not be responsible for compliance with this
Section 13.16 by any other Restricted Person (other than its officers, directors or employees), (iii) in no event shall
any Lender, the Administrative Agent or any other Agent be obligated or required to return any materials furnished by the Borrower
or any of its Subsidiaries, and (iv) each Agent and each Lender may (A) disclose solely the existence of this Agreement, the size
and type of the credit facilities, the parties to the Credit Documents and the Closing Date (but not the use of proceeds of the
Loans made hereunder), in each case, to market data collectors, similar services providers to the lending industry, and service
providers to the Agents and the Lenders in connection with the administration, settlement and management of this Agreement and
the other Credit Documents, in each case, to the extent the applicable Agent or Lender advises such parties of the confidential
nature of such information and instructs such parties to keep such information confidential and (B) in consultation with the Borrower,
place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination
of customary information on the Internet or worldwide web as such Agent or Lender may choose, and circulate similar promotional
materials, in the form of a “tombstone” or otherwise describing the names of the Borrower and its affiliates (or any
of them), and the type, size and Closing Date of the credit facilities, all at the expense of such Agent or Lender; provided
that, without the prior written consent of the Borrower, such advertisements may not disclose any information other than the existence
of this Agreement, the size and type of the credit facilities, the parties to the Credit Documents and the Closing Date (but not
the use of proceeds of the Loans made hereunder).


 






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13.17        
Direct Website Communications. The Borrower may, at its option, provide to the Administrative Agent any information,
documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Credit Documents, including,
without limitation, all notices, requests, financial statements, financial, and other reports, certificates, and other information
materials, but excluding any such communication that (A) relates to a request for a new, or a conversion of an existing, borrowing
or other extension of credit (including any election of an interest rate or interest period relating thereto), (B) relates to the
payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (C) provides notice of
any Default or Event of Default under this Agreement or (D) is required to be delivered to satisfy any condition precedent to the
effectiveness of this Agreement and/or any borrowing or other extension of credit thereunder (all such non-excluded communications
being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft
medium in a format reasonably acceptable to the Administrative Agent to the Administrative Agent at an email address provided by
the Administrative Agent from time to time; provided that (i) upon written request by the Administrative Agent or the Borrower
shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written
request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be
by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for
timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining
its copies of such documents. Nothing in this Section 13.17 shall prejudice the right of the Borrower, the Administrative
Agent, any other Agent or any Lender to give any notice or other communication pursuant to any Credit Document in any other manner
specified in such Credit Document.


 


The
Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth
above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Credit Documents.
Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to
the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Credit Documents. Each
Lender agrees (A) to notify the Administrative Agent in writing (including by electronic communication) from time to time of such
Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice
may be sent to such e-mail address.


 


(a)           
The Borrower further agrees that any Agent may make the Communications available to the Lenders by posting the Communications
on Intralinks or a substantially similar electronic transmission system (the “Platform”), so long as the access
to such Platform (i) is limited to the Agents, the Lenders and Transferees or prospective Transferees and (ii) remains subject
to the confidentiality requirements set forth in Section 13.16.


 


(b)           
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF ANY MATERIALS OR INFORMATION PROVIDED BY THE CREDIT PARTIES (THE “BORROWER MATERIALS”)
OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY
OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties” and each an “Agent Party”) have any liability to the Borrower, any Lender, or any other Person
for losses, claims, damages, liabilities, or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s
or the Administrative Agent’s transmission of Borrower Materials through the internet, except to the extent the liability
of any Agent Party resulted from such Agent Party’s (or any of its Related Parties’ (other than any trustee or advisor))
gross negligence, bad faith or willful misconduct or material breach of the Credit Documents as determined in the final non-appealable
judgment of a court of competent jurisdiction.


 


(c)            
The Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders
that do not wish to receive material non-public information with respect to the Borrower, the Subsidiaries or their securities)
and, if documents or notices required to be delivered pursuant to the Credit Documents or otherwise are being distributed through
the Platform, any document or notice that the Borrower has indicated contains only publicly available information with respect
to the Borrower may be posted on that portion of the Platform designated for such public-side Lenders. If the Borrower has not
indicated whether a document or notice delivered contains only publicly available information, the Administrative Agent shall post
such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information
with respect to the Borrower, the Subsidiaries and their securities. Notwithstanding the foregoing, the Borrower shall use commercially
reasonable efforts to indicate whether any document or notice contains only publicly available information; provided, however
that, the following documents shall be deemed to be marked “PUBLIC,” unless the Borrower notify the Administrative
Agent promptly that any such document contains material nonpublic information: (1) the Credit Documents, (2) any notification of
changes in the terms of the Credit Facility and (3) all financial statements and certificates delivered pursuant to Sections
9.1(a), (b) and (d).


 


13.18        
USA PATRIOT Act. Each Lender hereby notifies each Credit Party that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required
to obtain, verify, and record information that identifies each Credit Party, which information includes the name and address of
each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the Patriot
Act.


 






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13.19        
[Reserved].


 


13.20        
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 or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff
had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any
amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is
made at a rate per annum equal to the applicable Overnight Bank Funding Rate from time to time in effect.


 


13.21        
No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this
paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their
stockholders and/or their affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed
to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand,
and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the
transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are
arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii)
in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility
in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise
of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is
currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other obligation
to any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as
principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges
and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible
for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees
that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar
duty to such Credit Party, in connection with such transaction or the process leading thereto.


 


13.22        
[Reserved].


 


13.23      
Acknowledgement Regarding Any Supported QFCs. To the extent that the Credit Documents provide support, through
a guarantee or otherwise, for any Hedge Agreement or any other agreement or instrument that is a QFC (such support, “QFC
Credit Support,” and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows
with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title
II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the
 “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions
below applicable notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be governed by the laws
of the State of New York and/or of the United States or any other state of the United States). In the event a Covered Entity that
is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under
such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support)
from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution
Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed
by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered
Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might
otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the
Supported QFC and the Credit Documents were governed by the laws of the United States or a state of the United States. Without
limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender
shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 






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	Section 14.	 Acknowledgement and Consent to Bail-In of Affected Financial Institutions.






 


Notwithstanding
anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any parties to any
Credit Document, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising
under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of
the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            
the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities
arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and


 


(b)            
the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)             
a reduction in full or in part or cancellation of any such liability


 


(ii)         
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and
that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability
under this Agreement or any other Credit Document; or


 


(iii)         
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers
of the applicable Resolution Authority.


 


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