Exhibit 10.8


 


EXECUTION VERSION


 


 




 


Published CUSIP Numbers:

DEAL CUSIP: 39571LAA8

REVOLVER CUSIP: 39571LAB6

TERM FACILITY CUSIP: 39571LAC4


 


$450,000,000

CREDIT AGREEMENT


 


dated as of August 25, 2017


 


among


 


GreenSky
Holdings, LLC,

as the Borrower,


 


JPMorgan Chase Bank, N.A.,

as Administrative Agent, Collateral Agent and Issuing Bank


 


and


 


THE OTHER LENDERS PARTY HERETO


 


 



 


JPMorgan
Chase Bank, N.A.


 


and


 


Goldman
Sachs Bank USA,

as Joint Lead Arrangers and Joint Lead Bookrunners


 


FIFTH THIRD BANK,

as Documentation Agent


 


 






    	 



    	



    


Table of Contents


 


	 	 	Page
	 	 	 
	Article I
	 
	Definitions and Accounting Terms
	 
	SECTION 1.01	Defined Terms	1
	SECTION 1.02	Other Interpretive Provisions	82
	SECTION 1.03	Accounting Terms	83
	SECTION 1.04	Rounding	84
	SECTION 1.05	References to Agreements, Laws, Etc.	84
	SECTION 1.06	Times of Day and Timing of Payment and Performance	84
	SECTION 1.07	Pro Forma and Other Calculations	84
	SECTION 1.08	Available Amount Transaction	87
	SECTION 1.09	Guaranties of Hedging Obligations	87
	SECTION 1.10	Currency Generally	87
	SECTION 1.11	Letters of Credit	87
	 	 	 
	Article II
	 
	The Commitments and Borrowings
	 
	SECTION 2.01	The Loans	88
	SECTION 2.02	Borrowings, Conversions and Continuations of Loans	88
	SECTION 2.03	Letters of Credit	90
	SECTION 2.04	[Reserved]	98
	SECTION 2.05	Prepayments	98
	SECTION 2.06	Termination or Reduction of Commitments	108
	SECTION 2.07	Repayment of Loans	109
	SECTION 2.08	Interest	109
	SECTION 2.09	Fees	109
	SECTION 2.10	Computation of Interest and Fees	110
	SECTION 2.11	Evidence of Indebtedness	110
	SECTION 2.12	Payments Generally	111
	SECTION 2.13	Sharing of Payments	112
	SECTION 2.14	Incremental Facilities	113
	SECTION 2.15	Refinancing Amendments	117
	SECTION 2.16	Extensions of Loans	118
	SECTION 2.17	Defaulting Lenders	121
	SECTION 2.18	Loan Repricing Protection	123
	 	 	 
	Article III
	 
	Taxes, Increased Costs Protection and Illegality
	 
	SECTION 3.01	Taxes	123
	SECTION 3.02	Illegality	126
	SECTION 3.03	Inability to Determine Rates	126
	SECTION 3.04	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans	127
	SECTION 3.05	Funding Losses	128
	SECTION 3.06	Matters Applicable to All Requests for Compensation	128
	SECTION 3.07	Replacement of Lenders under Certain Circumstances	129
	SECTION 3.08	Survival	130




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	 	 	Page
	 	 	 
	Article IV
	 
	Conditions Precedent to Credit Extensions
	 
	SECTION 4.01	Conditions to Credit Extensions on Closing Date	131
	SECTION 4.02	Conditions to All Credit Extensions	132
	 	 	 
	Article V
	 	 	 
	Representations and Warranties
	 	 	 
	SECTION 5.01	Existence, Qualification and Power; Compliance with Laws	133
	SECTION 5.02	Authorization; No Contravention	133
	SECTION 5.03	Governmental Authorization	134
	SECTION 5.04	Binding Effect	134
	SECTION 5.05	Financial Statements; No Material Adverse Effect	134
	SECTION 5.06	Litigation	135
	SECTION 5.07	Labor Matters	135
	SECTION 5.08	Ownership of Property; Liens	135
	SECTION 5.09	Environmental Matters	135
	SECTION 5.10	Taxes	135
	SECTION 5.11	ERISA Compliance	135
	SECTION 5.12	Subsidiaries	136
	SECTION 5.13	Margin Regulations; Investment Company Act	136
	SECTION 5.14	Disclosure	136
	SECTION 5.15	Intellectual Property; Licenses, Etc.	137
	SECTION 5.16	Solvency	137
	SECTION 5.17	USA PATRIOT Act; Anti-Terrorism Laws; Etc.	137
	SECTION 5.18	Collateral Documents	137
	 	 	 
	Article VI
	 	 	 
	Affirmative Covenants
	 
	SECTION 6.01	Financial Statements	138
	SECTION 6.02	Certificates; Other Information	139
	SECTION 6.03	Notices	141
	SECTION 6.04	Payment of Taxes	141
	SECTION 6.05	Preservation of Existence, Etc.	141
	SECTION 6.06	Maintenance of Properties	142
	SECTION 6.07	Maintenance of Insurance	142
	SECTION 6.08	Compliance with Laws	142
	SECTION 6.09	Books and Records	142
	SECTION 6.10	Inspection Rights	143
	SECTION 6.11	Covenant to Guarantee Obligations and Give Security	143
	SECTION 6.12	Use of Proceeds	146
	SECTION 6.13	Further Assurances	146
	SECTION 6.14	Maintenance of Ratings	146
	SECTION 6.15	Post-Closing Obligations	146
	 	 	 
	Article VII
	 	 	 
	Negative Covenants
	 
	SECTION 7.01	Liens	146




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	 	 	Page
	 	 	 
	SECTION 7.02	Indebtedness	147
	SECTION 7.03	Fundamental Changes	154
	SECTION 7.04	Asset Sales	157
	SECTION 7.05	Restricted Payments	158
	SECTION 7.06	Change in Nature of Business	166
	SECTION 7.07	Transactions with Affiliates	167
	SECTION 7.08	Burdensome Agreements	170
	SECTION 7.09	Change in Fiscal Year	173
	SECTION 7.10	Modification of Terms of Material Documents	173
	SECTION 7.11	Financial Covenant	173
	 	 	 
	Article VIII
	 	 	 
	Events of Default and Remedies
	 
	SECTION 8.01	Events of Default	173
	SECTION 8.02	Remedies upon Event of Default	176
	SECTION 8.03	Application of Funds	176
	SECTION 8.04	Right to Cure	177
	 	 	 
	Article IX
	 	 	 
	Administrative Agent and Other Agents
	 
	SECTION 9.01	Appointment and Authorization of the Administrative Agent	178
	SECTION 9.02	Rights as a Lender	179
	SECTION 9.03	Exculpatory Provisions	179
	SECTION 9.04	Lack of Reliance on the Administrative Agent	180
	SECTION 9.05	Certain Rights of the Administrative Agent	181
	SECTION 9.06	Reliance by the Administrative Agent	181
	SECTION 9.07	Delegation of Duties	181
	SECTION 9.08	Indemnification	181
	SECTION 9.09	The Administrative Agent in Its Individual Capacity	182
	SECTION 9.10	[Reserved]	182
	SECTION 9.11	Resignation by the Administrative Agent	182
	SECTION 9.12	Collateral Matters	183
	SECTION 9.13	Not Partners or Co-Venturers	184
	SECTION 9.14	Administrative Agent May File Proofs of Claim	184
	SECTION 9.15	Appointment of Supplemental Administrative Agents	186
	SECTION 9.16	Intercreditor Agreements	186
	SECTION 9.17	Secured Cash Management Agreements and Secured Hedge Agreements	187
	SECTION 9.18	Withholding Tax	187
	SECTION 9.19	Survival	187
	 	 	 
	Article X
	 	 	 
	Miscellaneous
	 
	SECTION 10.01	Amendments, etc.	188
	SECTION 10.02	Notices and Other Communications; Facsimile Copies	192
	SECTION 10.03	No Waiver; Cumulative Remedies	193
	SECTION 10.04	Costs and Expenses	194
	SECTION 10.05	Indemnification by the Borrower	194
	SECTION 10.06	Marshaling; Payments Set Aside	195
	SECTION 10.07	Successors and Assigns	195




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	 	 	Page
	 	 	 
	SECTION 10.08	Resignation of Issuing Bank	202
	SECTION 10.09	Confidentiality	202
	SECTION 10.10	Setoff	203
	SECTION 10.11	Interest Rate Limitation	204
	SECTION 10.12	Counterparts; Integration; Effectiveness	204
	SECTION 10.13	Electronic Execution of Assignments and Certain Other Documents	204
	SECTION 10.14	Survival of Representations and Warranties	204
	SECTION 10.15	Severability	204
	SECTION 10.16	GOVERNING LAW	205
	SECTION 10.17	WAIVER OF RIGHT TO TRIAL BY JURY	205
	SECTION 10.18	Binding Effect	205
	SECTION 10.19	Lender Action	205
	SECTION 10.20	Use of Name, Logo, etc.	206
	SECTION 10.21	USA PATRIOT Act	206
	SECTION 10.22	Service of Process	206
	SECTION 10.23	No Advisory or Fiduciary Responsibility	206
	SECTION 10.24	Release of Collateral and Guarantee Obligations; Subordination of Liens	207
	SECTION 10.25	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	208
	SECTION 10.26	MIRE Events	208








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	SCHEDULES
	 	 
	1.01(1)	Closing Date Guarantors
	1.01(2)	Closing Date Mortgaged Properties
	2.01	Closing Date Commitments
	4.01(1)(c)	Certain Collateral Documents
	5.12	Subsidiaries and Other Equity Investments
	6.15	Post-Closing Obligations
	7.01	Existing Liens
	7.02	Existing Indebtedness
	7.05	Existing Investments
	10.02	Administrative Agent’s Office, Certain Addresses for Notices
	 	 
	EXHIBITS
	 	 
	 	Form of
	 	 
	A	Committed Loan Notice
	B-1	Term Note
	B-2	Revolving Note
	C	Compliance Certificate
	D-1	Assignment and Assumption
	D-2	Affiliated Lender Assignment and Assumption
	E	Guaranty
	F	Security Agreement
	G-1	Equal Priority Intercreditor Agreement
	G-2	First Lien/Second Lien Intercreditor Agreement
	H	United States Tax Compliance Certificates
	I	Solvency Certificate
	J	Discount Range Prepayment Notice
	K	Discount Range Prepayment Offer
	L	Solicited Discounted Prepayment Notice
	M	Acceptance and Prepayment Notice
	N	Specified Discount Prepayment Notice
	O	Solicited Discounted Prepayment Offer
	P	Specified Discount Prepayment Response
	Q	Intercompany Note
	R	Letter of Credit Report




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CREDIT AGREEMENT


 


This CREDIT AGREEMENT
(this “Agreement”) is entered into as of August 25, 2017 by and among GreenSky Holdings, LLC, a Georgia limited
liability company (the “Borrower”), JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative
agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents,
as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan
Documents and as an Issuing Bank, and each lender from time to time party hereto (collectively, the “Lenders”
and individually, a “Lender”).


 


PRELIMINARY STATEMENTS


 


The Borrower has requested
that (a) the Lenders extend credit to the Borrower in the form of $350,000,000 of Closing Date Term Loans and $100,000,000 of Revolving
Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date,
the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide
working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving
Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement.


 


The proceeds of the
Closing Date Term Loans, together with cash on hand, will be used on the Closing Date (i) to repay Indebtedness incurred under
the Existing Credit Agreement, if any, and (ii) to pay (A) the Specified Distribution and (B) the Transaction Expenses.


 


The Lenders have indicated
their willingness to lend, and the Issuing Banks have indicated their willingness to issue Letters of Credit, in each case on the
terms and subject to the conditions set forth herein.


 


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


 


Article I


 


Definitions and
Accounting Terms


 


SECTION
1.01    Defined Terms. As used in this Agreement (including the introductory paragraph hereof
and the preliminary statements hereto), the following terms have the meanings set forth below:


 


“Acceptable
Discount” has the meaning specified in Section 2.05(1)(e)(D)(2).


 


“Acceptable
Prepayment Amount” has the meaning specified in Section 2.05(1)(e)(D)(3).


 


“Acceptance
and Prepayment Notice” means a notice of the Borrower’s acceptance of the Acceptable Discount in substantially
the form of Exhibit M.


 


“Acceptance
Date” has the meaning specified in Section 2.05(1)(e)(D)(2).


 


“Acquired Indebtedness”
means, with respect to any specified Person, (1) Indebtedness of any other Person existing at the time such other Person is merged,
consolidated or amalgamated with or into or becomes a Restricted Subsidiary of such specified Person, including Indebtedness incurred
in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating with or into, or becoming
a Restricted Subsidiary of, such specified Person, and (2) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.


 


“Additional
Lender” means, at any time, any bank, other financial institution or institutional lender or investor that, in any case,
is not an existing Lender and that agrees to provide any portion of any (a) Incremental Loan in accordance with Section 2.14,
(b) Other Loans pursuant to a Refinancing Amendment in accordance with Section 2.15 or (c) Replacement Loans pursuant to
Section 10.01; provided that each Additional 



    	 



    	



    

Lender shall be subject to the approval of the Administrative Agent,
such approval not to be unreasonably withheld, conditioned or delayed, in each case solely to the extent that any such consent
would be required from the Administrative Agent under Section 10.07(b)(iii)(B) for an assignment of Loans to such Additional
Lender, and in the case of Incremental Revolving Commitments and Other Revolving Commitments and the Issuing Bank, such approval
not to be unreasonably withheld, conditioned or delayed, in each case solely to the extent such consent would be required for any
assignment to such Additional Lender under Section 10.07(b)(iii).


 


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


 


“Adjusted Revolving
Commitment Amount” means, as to any Lender, such Lender’s Applicable Percentage of the Aggregate Adjusted Revolving
Commitment Amount.


 


“Aggregate
Adjusted Revolving Commitment Amount” means the lesser of (a) the aggregate amount of all Revolving Lender’s Revolving
Commitments then in effect and (b) unless the Required Revolving Facility Lenders shall otherwise agree, (i) if, at all times during
any consecutive ten (10)-calendar day period, the Unused Bank Partner Commitments are less than $500,000,000, then at all at all
times thereafter until the Unused Bank Partner Commitments exceed $500,000,000, or (ii) solely during any period in which Loans
Held For Sale by the Borrower and the Restricted Subsidiaries exceed 5% of AUM at all times in such period, 50% of the aggregate
amount of all Revolving Lender’s Revolving Commitments then in effect. The provisions of this definition and references thereto
in this Agreement, including in the definition of “Adjusted Revolving Commitment Amount” and in Article II of
this Agreement, are for the benefit of the Revolving Lenders only, and the Required Revolving Facility Lenders may amend, waive
or otherwise modify this definition, the definition of “Adjusted Revolving Commitment Amount” or Article II
(solely in respect of the use of this defined term or the definition of “Adjusted Revolving Commitment Amount”) or
waive any Default or Event of Default resulting from a breach of Article II (solely in respect of the use of this defined term
or the definition of “Adjusted Revolving Commitment Amount”) in accordance with Section 10.01(1)(h) without the consent
of any Lenders other than the Required Revolving Facility Lenders.


 


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


 


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


 


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


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control” (including, with correlative
meanings, the terms “controlling”, “controlled by” and “under common control with”),
as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. Notwithstanding
the foregoing, in no event will Bank Partners be considered Affiliates of the Borrower.


 


“Affiliate
Transaction” has the meaning specified in Section 7.07.


 


“Affiliated
Lender” means, at any time, any Lender that is an Affiliate of the Borrower (other than (a) the Borrower or any Subsidiary
or (b) any natural person) at such time.


 


“Affiliated
Lender Assignment and Assumption” has the meaning specified in Section 10.07(h)(vi).



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“Affiliated
Lender Cap” has the meaning specified in Section 10.07(h)(iv).


 


“Agent Parties”
has the meaning specified in Section 10.02(4).


 


“Agent-Related
Distress Event” means, with respect to the Administrative Agent or any other Person that directly or indirectly controls
the Administrative Agent (each, a “Distressed Person”), (a) that such Distressed Person is or becomes subject
to a voluntary or involuntary case under any Debtor Relief Law, (b) a custodian, conservator, receiver, or similar official is
appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or (c) such Distressed Person
is subject to a forced liquidation, 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 or its assets to be, insolvent
or bankrupt; provided that an Agent-Related Distress Event shall not be deemed to have occurred solely by virtue of the
ownership or acquisition of any Equity Interests in the Administrative Agent or any Person that directly or indirectly controls
the Administrative Agent by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not
result in or provide the Administrative Agent with immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets or permit the Administrative Agent (or such Governmental Authority
or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with the Administrative Agent.


 


“Agent-Related
Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents,
attorney-in-fact, partners, trustees and advisors of such Persons and of such Persons’ Affiliates.


 


“Agents”
means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Administrative Agents (if any).


 


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


 


“Agreement”
means this Credit Agreement, as amended, restated, amended and restated, modified or supplemented from time to time in accordance
with the terms hereof.


 


“All-In Yield”
means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, a Eurodollar
Rate floor or Base Rate floor (with such increased amount being determined in the manner described in the final proviso of this
definition), or otherwise, in each case, incurred or payable by the Borrower ratably to all lenders of such Indebtedness; provided
that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life
to maturity at the time of incurrence of the applicable Indebtedness); provided, further, that “All-In Yield”
shall not include arrangement fees, structuring fees, commitment fees, underwriting fees, success fees, advisory fees, ticking
fees, consent or amendment fees and any similar fees (regardless of how such fees are computed and whether shared or paid, in whole
or in part, with or to any or all lenders) and any other fees not generally paid ratably to all lenders of such Indebtedness; provided,
further, that, with respect to any Loans of an applicable Class that includes a Eurodollar Rate floor or Base Rate floor,
(1) to the extent that the Reference Rate on the date that the All-In Yield is being calculated is less than such floor, the amount
of such difference shall be deemed added to the Applicable Rate for such Loans of such Class for the purpose of calculating the
All-In Yield and (2) to the extent that the Reference Rate on the date that the All-In Yield is being calculated is greater than
such floor, then the floor shall be disregarded in calculating the All-In Yield.


 


“Annual Financial
Statements” means the audited consolidated balance sheet and related audited consolidated statements of operations, members’
equity and cash flow of GreenSky, LLC and its subsidiaries for the fiscal years ended December 31, 2014, December 31, 2015 and
December 31, 2016.


 


“Applicable
Discount” has the meaning specified in Section 2.05(1)(e)(C)(2).


 


“Applicable
Percentage” means, in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage
(carried out to the ninth decimal place) of the Revolving Facility 



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represented by such Revolving Lender’s Revolving Commitments
at such time, subject to adjustment as provided in Section 2.17. If the commitment of each Revolving Lender to make Revolving
Loans and the obligation of the Issuing Banks to make L/C Credit Extensions have been terminated pursuant to Section 8.02,
or if the Revolving Commitments have otherwise expired in full, then the Applicable Percentage of each Revolving Lender in respect
of the Revolving Facility shall be determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving
Facility most recently in effect, giving effect to any subsequent assignments.


 


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


 


(a)    with
respect to Closing Date Term Loans, (i) 4.00% for Eurodollar Rate Loans and (ii) 3.00% for Base Rate Loans.


 


(b)    with
respect to Revolving Loans and unused Revolving Commitments under the Closing Date Revolving Facility and Letter of Credit fees,
(i) until delivery of financial statements for the first full fiscal quarter ending after the Closing Date pursuant to Section
6.01, (A) 4.00% for Eurodollar Rate Loans and Letter of Credit fees, (B) 3.00% for Base Rate Loans and (C) 0.500% for the Commitment
Fee Rate for unused Revolving Commitments and (ii) thereafter, the following percentages per annum, based upon the First
Lien Net Leverage Ratio as specified in the most recent Compliance Certificate received by the Administrative Agent pursuant to
Section 6.02(1):


 


	Pricing
Level	 	First Lien Net
Leverage Ratio 	 	Eurodollar Rate
and Letter of Credit
Fees 	 	Base Rate	 	Commitment
 Fee Rate 
	1	 	> 1.50 to 1.00	 	4.00%	 	3.00%	 	0.500%
	2	 	≤ 1.50 to 1.00	 	3.75%	 	2.75%	 	0.375%




 


Any increase or decrease
in the Applicable Rate resulting from a change in the First Lien Net Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(1); provided that,
unless the Required Revolving Facility Lenders otherwise agree in writing, “Pricing Level 1” (as set forth above) shall
apply as of (x) the first Business Day after the date on which a Compliance Certificate was required to have been delivered but
was not delivered, and shall continue to so apply to but excluding the date on which such Compliance Certificate is so delivered
(and thereafter the pricing level otherwise determined in accordance with this definition shall apply) or (y) the first Business
Day after an Event of Default under Section 8.01(1) shall have occurred and be continuing, and shall continue to so apply to but
excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in
accordance with this definition shall apply).


 


“Appropriate
Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class and (b) with respect to
Letters of Credit, (i) the relevant Issuing Banks and (ii) the relevant Revolving Lenders.


 


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


 


“Arrangers”
means JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA, each in its capacities as a joint lead arranger and a joint lead bookrunner
under this Agreement.


 


“Asset Sale”
means:


 


(1)    the
sale, conveyance, transfer, license or other disposition, whether in a single transaction or a series of related transactions of
property or assets of the Borrower or any Restricted Subsidiary (each referred to in this definition as a “disposition”);
or



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(2)    the
issuance or sale of Equity Interests (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance
with Section 7.02 and directors’ qualifying shares or shares or interests required to be held by foreign nationals
or other third parties to the extent required by applicable Law) of any Restricted Subsidiary (other than to the Borrower or another
Restricted Subsidiary), whether in a single transaction or a series of related transactions;


 


in each case, other than:


 


(a)    any
disposition of:


 


(i)    Cash Equivalents or Investment
Grade Securities,


 


(ii)    obsolete, damaged or worn
out property or assets in the ordinary course of business, or any disposition of assets held for sale or no longer used or useful
in the ordinary course;


 


(iii)    assets no longer economically
practicable or commercially reasonable to maintain (as determined in good faith by the management of the Borrower);


 


(iv)    improvements made to leased
real property to landlords pursuant to customary terms of leases entered into in the ordinary course of business; and


 


(v)    assets for purposes of
charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrower and the Restricted
Subsidiaries, taken as a whole, to conduct its business in the ordinary course;


 


(b)    the
disposition of all or substantially all of the assets of the Borrower in a manner permitted pursuant to Section 7.03;


 


(c)    any
disposition in connection with the making of any Restricted Payment that is permitted to be made, and is made, under Section
7.05 or any Permitted Investment;


 


(d)    any
disposition of property or assets or issuance or sale of Equity Interests of any Restricted Subsidiary with a fair market value
(i) for any individual transaction or series of related transactions of not more than$5,000,000 or (ii) in the aggregate for this
clause (d) of not more than $15,000,000 in any fiscal year;


 


(e)    any
disposition of property or assets or issuance of securities by (i) a Loan Party to another Loan Party, (ii) by a Restricted Subsidiary
that is not a Loan Party to a Loan Party or another Restricted Subsidiary that is not a Loan Party or (iii) to the extent permitted
under Section 7.03 or constituting a Permitted Investment, by a Loan Party to a Restricted Subsidiary that is not a Loan Party;
provided that, to the extent any such disposition or issuance pursuant to this subclause (iii) is in reliance on Section 7.04,
then the fair market value of the property or assets so disposed of or securities so issued shall not exceed $15,000,000 in the
aggregate in any fiscal year;


 


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


 


(g)    (i)
the lease, assignment or sublease, license or sublicense of any real or personal property in the ordinary course of business or
consistent with industry practice and (ii) the exercise of termination rights with respect to any lease, sublease, license or sublicense
or other agreement, in each case of this clause (g), to the extent they do not materially interfere with the business or operations
of the Borrower and the Restricted Subsidiaries, taken as a whole; provided that any lease, assignment, sublease, license or sublicense
pursuant to this clause (g) by a Loan Party to any of its Affiliates that is not a Loan Party outside of the ordinary course of
business shall be on terms not materially less favorable to such Loan 



    	5



    	



    

Party than those that would have been obtained at such time
in a comparable transaction by such Loan Party with a Person other than an Affiliate of the Borrower on an arm’s-length basis
or, if in the good faith judgment of the Borrower no comparable transaction is available with which to compare such transaction,
such transaction is otherwise fair to the applicable Loan Party from a financial point of view;


 


(h)    any
issuance, disposition or sale of Equity Interests in, or Indebtedness, assets or other securities of, an Unrestricted Subsidiary;


 


(i)    foreclosures,
condemnation, expropriation, eminent domain or any similar action (including for the avoidance of doubt, any Casualty Event) with
respect to assets;


 


(j)    sales
of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified
Securitization Facility, sales of receivables in connection with Receivables Financing Transactions or the disposition of an account
receivable in connection with the collection or compromise thereof (i) in the ordinary course of business, (ii) consistent with
industry practice or (iii) in bankruptcy or similar proceedings;


 


(k)    any
disposition pursuant to a financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary
after the Closing Date, including asset securitizations, in each case to the extent such financing transaction is permitted hereunder;


 


(l)    the
sale, lease, assignment, license, sublease or discount of inventory, equipment, accounts receivable, notes receivable or other
current assets in the ordinary course of business or consistent with industry practice or the conversion of accounts receivable
to notes receivable or other dispositions of accounts receivable in connection with the collection thereof; provided that
any of the foregoing pursuant to this clause that is outside of the ordinary course of business (i) shall not materially interfere
with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole and (ii) if done by a Loan Party
to or in favor of any of its Affiliates that is not a Loan Party shall be on terms not materially less favorable to such Loan Party
than those that would have been obtained at such time in a comparable transaction by such Loan Party with a Person other than an
Affiliate of the Borrower on an arm’s-length basis or, if in the good faith judgment of the Borrower no comparable transaction
is available with which to compare such transaction, such transaction is otherwise fair to the applicable Loan Party from a financial
point of view;


 


(m)    the
non-exclusive licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business
or consistent with industry practice; provided that any of the foregoing pursuant to this clause that is outside of the ordinary
course of business shall not materially interfere with the business or operations of the Borrower and the Restricted Subsidiaries,
taken as a whole;


 


(n)    any
surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims (i)
in the ordinary course of business or (ii) consistent with industry practice;


 


(o)    the
unwinding of any Hedging Obligations;


 


(p)    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;


 


(q)    the
lapse, abandonment or other disposition of intellectual property rights in the ordinary course of business or consistent with industry
practice, which in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of
the Borrower and the Restricted Subsidiaries taken as a whole;


 


(r)    the
granting of a Lien that is permitted under Section 7.01;



    	6



    	



    


(s)    [reserved];


 


(t)    the
disposition of any assets (including Equity Interests) (i) acquired in a transaction permitted hereunder, which assets are not
used or useful in the principal business of the Borrower and the Restricted Subsidiaries or (ii) made in connection with the approval
of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Borrower to consummate
any acquisition permitted hereunder;


 


(u)    dispositions
of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;


 


(v)    the
settlement or early termination of any Permitted Bond Hedge Transaction and the settlement or early termination of any related
Permitted Warrant Transaction; and


 


(w)    dispositions
of Loans Held For Sale in the ordinary course of business.


 


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


 


“Assignment
and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D-1 or any other form
approved by the Administrative Agent.


 


“Attorney Costs”
means all reasonable fees, expenses and disbursements of any law firm or other external legal counsel, to the extent documented
in reasonable detail and invoiced.


 


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


 


“Auction Agent”
means (a) the Administrative Agent or (b) any other financial institution or advisor engaged by the Borrower (whether or not an
Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to
Section 2.05(1)(e); 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 Affiliates
may act as the Auction Agent.


 


“AUM”
on any date of determination refers to the aggregate principal balance of all Bank Partner Loan Portfolios being serviced, each
as evidenced by a valid Servicing Agreement entered into by and between a Bank Partner and the Borrower and the Restricted Subsidiaries.


 


“Auto-Extension
Letter of Credit” has the meaning specified in Section 2.03(2)(c).


 


“Available
Incremental Amount” has the meaning specified in Section 2.14(4)(c).


 


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


 


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


 


“Bank Partners”
means the federally insured, federal or state-chartered financial institutions and other Persons with which the Borrower and/or
one or more of its Restricted Subsidiaries partners from time to time to source loans for such Bank Partner to originate pursuant
to one or more Loan Origination Agreements.



    	7



    	



    


“Bank Partner
Commitments” means, collectively at any date of determination, the aggregate amount of all commitments of Bank Partners
available to the Borrower and the Restricted Subsidiaries as of such date, whether funded or unfunded as of such date, each as
evidenced pursuant to a valid Loan Origination Agreement.


 


“Bank Partner
Loan Portfolio” means the portfolio of loans sourced by the Borrower and/or one or more of its Subsidiaries, originated
by a Bank Partner and held by a Bank Partner.


 


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, or any
successor thereto.


 


“Base Rate”
means, 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 LIBO Rate for a one month Interest Period on such day (or if such
day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition,
the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO 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 Base Rate
due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective
date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.


 


“Base Rate
Loan” means a Loan that bears interest based on the Base Rate.


 


“Basket”
means any amount, threshold or other value (including by reference to Consolidated EBITDA or Total Assets) permitted or prescribed
with respect to any Lien, Indebtedness, Asset Sale, Investment, Restricted Payment, transaction value, judgment or other amount
under any provision in Articles V, VI, VII or VIII and the definitions related thereto.


 


“Big Boy Letter”
means a letter from a Lender acknowledging that (1) an assignee may have information regarding any Parent Company, the Borrower
and any Subsidiary of the Borrower, their ability to perform the Obligations or any other material information that has not previously
been disclosed to the Administrative Agent and the Lenders (“Excluded Information”), (2) the Excluded Information
may not be available to such Lender, (3) such Lender has independently and without reliance on any other party made its own analysis
and determined to assign Term Loans to such assignee pursuant to Section 10.07(h) or (l) notwithstanding its lack of knowledge
of the Excluded Information and (4) such Lender waives and releases any claims it may have against the Administrative Agent, such
assignee, any Parent Company, the Borrower and the Subsidiaries of the Borrower with respect to the nondisclosure of the Excluded
Information; or otherwise in form and substance reasonably satisfactory to such assignee, the Administrative Agent and assigning
Lender.


 


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


 


“Board of Directors”
means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board
of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in
either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided and other
than for purposes of the definition of Officer, “Board of Directors” means the Board of Directors of the Borrower and,
following the Company IPO, the Board of Directors of the Public Parent; provided that, if at any time following the Company IPO
the Borrower is not a wholly-owned Subsidiary of the Public Parent, “Board of Directors” means the Board of Directors
of both the Borrower and the Public Parent.


 


“Borrower”
has the meaning specified in the introductory paragraph to this Agreement. Upon the consummation of any transaction permitted by
Section 7.03(4), “Borrower” shall mean the Successor Borrower.


 


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



    	8



    	



    


“Borrower Offer
of Specified Discount Prepayment” means any offer by any Borrower Party to make a voluntary prepayment of Loans at a
specified discount to par pursuant to Section 2.05(1)(e)(B).


 


“Borrower Parties”
means the collective reference to the Borrower and each Subsidiary of the Borrower and “Borrower Party” means
any of them.


 


“Borrower Solicitation
of Discount Range Prepayment Offers” means the solicitation by any Borrower Party of offers for, and the corresponding
acceptance by a Lender of, a voluntary prepayment of Loans at a specified range of discounts to par pursuant to Section 2.05(1)(e)(C).


 


“Borrower Solicitation
of Discounted Prepayment Offers” means the solicitation by any Borrower Party of offers for, and the subsequent acceptance,
if any, by a Lender of, a voluntary prepayment of Loans at a discount to par pursuant to Section 2.05(1)(e)(D).


 


“Borrowing”
means a borrowing consisting of Loans of the same Class and Type made, converted or continued on the same date and, in the case
of Eurodollar Rate Loans, having the same Interest Period.


 


“Business Day”
means any day that is not a Legal Holiday and, with respect to any interest rate settings as to a Eurodollar Rate Loan, any fundings,
disbursements, settlements and payments in respect of any such Eurodollar Rate Loan, or any other dealings to be carried out pursuant
to this Agreement in respect of any such Eurodollar Rate Loan, any day on which dealings in deposits in Dollars are conducted by
and between banks in the London interbank eurodollar market.


 


“Capital Expenditures”
means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events
all amounts expended or capitalized under Capitalized Lease Obligations) by the Borrower and the Restricted Subsidiaries during
such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement
of cash flows of the Borrower and the Restricted Subsidiaries.


 


“Capital Stock”
means (1) in the case of a corporation, corporate stock or shares in the capital of such corporation; (2) in the case of an association
or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate
stock; (3)in the case of a partnership or limited liability company, partnership or membership interests (whether general or
limited); and (4) 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, but excluding from all of the foregoing any debt securities convertible
into or exchangeable for Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.


 


“Capitalized
Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect
of a capital lease that is or 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 on the Closing Date (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 Closing Date that would otherwise
require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations.


 


“Capitalized
Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities)
by a Person and its Restricted Subsidiaries during such period in respect of licensed or 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 a Person and its Restricted Subsidiaries.



    	9



    	



    

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


 


“Cash Collateral”
has the meaning specified in the definition of “Cash Collateralize”.


 


“Cash Collateral
Account” means an account held at, and subject to the sole dominion and control of, the Collateral Agent.


 


“Cash Collateralize”
means, in respect of an Obligation, to provide and pledge cash or Cash Equivalents in Dollars as collateral, at a location and
pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent or the relevant Issuing Bank
with respect to any Letter of Credit, as applicable (and “Cash Collateralization” has a corresponding meaning).
“Cash Collateral” has a meaning correlative to the foregoing and shall include the proceeds of such cash collateral
and other credit support.


 


“Cash Equivalents”
means:


 


(1)    Dollars;


 


(2)    in
the case of any Foreign Subsidiary or any jurisdiction in which the Borrower or any Restricted Subsidiary conducts business, such
local currencies held by it from time to time in the ordinary course of business;


 


(3)    readily
marketable direct obligations issued or directly and fully and unconditionally guaranteed or insured by the U.S. government 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 12 months or less from the date of acquisition;


 


(4)    certificates
of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, demand
deposits, bankers’ acceptances with maturities not exceeding two years and overnight bank deposits, in each case with any
commercial bank (A) organized under the laws of the United States or any state thereof or the District of Columbia or any member
nation of the Organization for Economic Cooperation and Development and (B) having capital and surplus of not less than $500,000,000
in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S.
banks;


 


(5)    repurchase
obligations for underlying securities of the types described in clauses (3) and (4) above or clauses (7) and
(8) below entered into with any financial institution or recognized securities dealer meeting the qualifications specified
in clause (4) above;


 


(6)    commercial
paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither
Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower)
and in each case maturing within two months after the date of acquisition thereof;


 


(7)    marketable
short-term money market and similar liquid funds 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 is rating such obligations, an equivalent rating from another Rating Agency
selected by the Borrower);


 


(8)    securities
issued or directly and fully and unconditionally guaranteed by any state, commonwealth or territory of the United States or any
political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof, in
each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor
S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower) and having maturities
of not more than 12 months from the date of acquisition thereof;



    	10



    	



    


(9)    readily
marketable direct obligations issued or directly and fully and unconditionally guaranteed by any foreign government or any political
subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P
(or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency
selected by the Borrower) with maturities of 2 years or less from the date of acquisition;


 


(10)    Indebtedness
or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from
Moody’s (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another
Rating Agency selected by the Borrower) with maturities of 2 years or less from the date of acquisition;


 


(11)    Investments
with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof)
or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor
S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Borrower);


 


(12)    money
market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company
Act of 1940 and (ii) are rated AA by S&P and Aa by Moody’s;


 


(13)    investment
funds investing substantially all of their assets in securities of the types described in clauses (1) through (12)
above; and


 


(14)    solely
with respect to any Captive Insurance Subsidiary, any investment that the Captive Insurance Subsidiary is not prohibited to make
in accordance with applicable Law.


 


In the case of Investments
by any Foreign Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents will also include
(i) investments of the type and maturity described in clauses (3) and (5) through (14) above of foreign obligors,
which investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from
comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries in accordance with normal
investment practices for cash management in investments analogous to the foregoing investments in clauses (3) and (5)
through (14) and in this paragraph.


 


Notwithstanding the
foregoing, Cash Equivalents will include amounts denominated in currencies other than those set forth in clauses (1) and
(2) above; provided that such amounts, except amounts used to pay non-Dollar denominated obligations of the Borrower
or any Restricted Subsidiary in the ordinary course of business, are converted into any currency listed in clause (1) or
(2) above as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts.


 


“Cash Management
Agreement” means any agreement entered into from time to time by the Borrower or any Restricted Subsidiary in connection
with cash management services for collections, other Cash Management Services and for operating, payroll and trust accounts of
such Person, including automatic clearing house services, controlled disbursement services, electronic funds transfer services,
information reporting services, lockbox services, stop payment services and wire transfer services.


 


“Cash Management
Bank” means any Person that is an Agent, a Lender or an Affiliate of an Agent or Lender on the Closing Date or at the
time it entered into a Secured Cash Management Agreement, whether or not such Person subsequently ceases to be an Agent, a Lender
or an Affiliate of an Agent or Lender.


 


“Cash Management
Obligations” means obligations owed by the Borrower or any Restricted Subsidiary to any Cash Management Bank in connection
with, or in respect of, any Cash Management Services.


 


“Cash Management
Services” means (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables
services, (b) treasury management services (including 



    	11



    	



    

controlled disbursement, overdraft, automatic clearing house fund transfer
services, return items and interstate depository network services), (c) foreign exchange, netting and currency management services
and (d) any other demand deposit or operating account relationships or other cash management services, including under any Cash
Management Agreements.


 


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


 


“CFC”
means a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.


 


“CFC Holdco”
means (a) a Domestic Subsidiary substantially all of whose assets consist (directly or indirectly) of the Capital Stock or indebtedness
of one or more Subsidiaries that are CFCs or (b) a Domestic Subsidiary substantially all of whose assets consist (directly or indirectly)
of the Capital Stock or indebtedness of one or more Persons of the type described in the immediately preceding clause (a).


 


“Change in
Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption of any law, rule, regulation
or treaty (excluding the taking effect after the Closing Date of a law, rule, regulation or treaty adopted prior to the Closing
Date), (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by
any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force
of law) by any Governmental Authority. It is understood and agreed that (i) the Dodd–Frank Wall Street Reform and Consumer
Protection Act (Public Law 111-203, H.R. 4173), all Laws relating thereto and all interpretations and applications thereof and
(ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on
Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant
to Basel III, shall, for the purpose of this Agreement, be deemed to be adopted subsequent to the Closing Date.


 


“Change of
Control” means the occurrence of any of the following after the Closing Date:


 


(1)    at
any time prior to the Company IPO, the Permitted Holders ceasing to beneficially own and control (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), in the aggregate, directly or indirectly, at least a majority of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of the Borrower; or


 


(2)    upon
or at any time following the Company IPO, any Person or Persons constituting a “group” (within the meaning of Section
13(d)(3) of the Exchange Act) (in any such case, other than any combination of the Permitted Holders, any “group” more
than 50% of the voting interest of which consists of and is controlled by Permitted Holders, one or more Permitted Holders, any
employee benefit plan of such Person and its subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary
or administrator of any such plan) becoming the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the
Exchange Act, directly or indirectly, of Equity Interests of the Borrower representing more than thirty-five percent (35%) of the
aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower and the percentage of
aggregate ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented by the
Equity Interests of the Borrower beneficially owned, directly or indirectly, in the aggregate by the Permitted Holders;


 


unless, in the case of
clause (1) or (2) above, the Permitted Holders have, at such time, directly or indirectly, the right or the ability by voting power,
contract or otherwise to elect or designate for election at least a majority of the board of directors of the Borrower; provided
however, notwithstanding the foregoing, the acquisition or ownership of Equity Interests in the Borrower by a parent entity
shall not in and of itself cause a Change of Control under this definition to the extent the acquisition or ownership of Equity
Interests in the Borrower by the holders of Equity Interests in such parent entity would not trigger a Change of Control under
this definition if such holders directly owned such Equity Interests acquired or owned by such parent entity in the Borrower.



    	12



    	



    


“Class”,
(a) when used with respect to Lenders, refers to whether such Lenders have Loans or Commitments with respect to a particular Class
of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Closing Date Term Loan
Commitments, Revolving Commitments, Incremental Revolving Commitments, Other Revolving Commitments, Incremental Term Commitments,
Commitments in respect of any Class of Replacement Loans, Extended Revolving Commitments of a given Extension Series or Other Term
Loan Commitments of a given Class of Other Loans, in each case not designated part of another existing Class and (c) when used
with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Closing Date Term
Loans, Revolving Loans under the Closing Date Revolving Facility, Incremental Term Loans, Other Revolving Loans, Replacement Loans,
Extended Term Loans, Loans made pursuant to Extended Revolving Commitments, or Other Term Loans, in each case not designated part
of another existing Class. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have different terms
and conditions shall be construed to be in different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments)
that have identical terms and conditions shall be construed to be in the same Class.


 


“Class C Units”
means (1) the “Class C Units” as defined in the operating agreement of the Borrower as in effect on the date hereof
and/or (2) one or more other series of equity units however designated with rights no more favorable to the holders thereof, considered
as a whole, than the rights afforded the holders of the units referred to in the foregoing clause (1).


 


“Closing Date”
means the first date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section
10.01, and the Closing Date Term Loans are made to the Borrower pursuant to Section 2.01(1), which date was August 25,
2017.


 


“Closing Date
Refinancing” means the repayment of all outstanding Indebtedness under the Existing Credit Agreement.


 


“Closing Date
Revolving Facility” means the Revolving Facility made available by the Revolving Lenders as of the Closing Date and termination
of all commitments thereunder.


 


“Closing Date
Term Loan Commitment” means, as to each Term Lender, its obligation to make a Closing Date Term Loan to the Borrower
in an aggregate amount not to exceed the amount specified opposite such Lender’s name on Schedule 2.01 under the caption
“Closing Date Term Loan Commitment” or in the Assignment and Assumption (or Affiliated Lender Assignment and Assumption)
pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement (including pursuant to Section 2.14, 2.15 or 2.16). The initial aggregate amount of the
Closing Date Term Loan Commitments is $350,000,000.


 


“Closing Date
Term Loans” means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section
2.01(1).


 


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


 


“Collateral”
means all the “Collateral” (or equivalent term) as defined in any Collateral Document and the Mortgaged Properties,
if any.


 


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


 


“Collateral
and Guarantee Requirement” means, at any time, the requirement that:


 


(1)    the
Collateral Agent shall have received each Collateral Document required to be delivered (a) on the Closing Date pursuant to Section
4.01(1)(c) or (b) pursuant to the Security Agreement or Section 6.11 or 6.13 at such time required by the Security
Agreement or by such Sections to be delivered, in each case, duly executed by each Loan Party that is party thereto;



    	13



    	



    


(2)    all
Obligations shall have been unconditionally guaranteed by (a) each Restricted Subsidiary of the Borrower that is a wholly owned
Material Subsidiary (other than any Excluded Subsidiary), which, as of the Closing Date, shall include those that are listed on
Schedule 1.01(1) hereto and (b) any Restricted Subsidiary of the Borrower that Guarantees (or is the borrower or issuer
of): (i) any Permitted Incremental Equivalent Debt or (ii) any Credit Agreement Refinancing Indebtedness (the Persons in the preceding
clauses (a) and (b), collectively, the “Guarantors”);


 


(3)    except
to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guaranty shall have been secured
by a perfected security interest, subject only to Liens permitted by Section 7.01, in:


 


(a)    all
Equity Interests of each direct, wholly owned Material Domestic Subsidiary (other than any CFC Holdco) that is directly owned by
any Loan Party; and


 


(b)    65%
of the issued and outstanding Equity Interests of each class of (i) each wholly owned Material Domestic Subsidiary that is (a)
a CFC Holdco and (b) directly owned by a Loan Party and (ii) each wholly owned Material Foreign Subsidiary that is directly owned
by a Loan Party;


 


(4)    except
to the extent otherwise provided hereunder or under any Collateral Document, including subject to Liens permitted by Section
7.01, and in each case subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents,
the Obligations and the Guaranty shall have been secured by a security interest in substantially all tangible and intangible personal
property of the Borrower and each Guarantor (including accounts other than Securitization Assets), inventory, equipment, investment
property, contract rights, applications and registrations of intellectual property filed in the United States, other general intangibles,
and proceeds of the foregoing (in each case, other than Excluded Assets), in each case:


 


(a)     that
has been perfected (to the extent such security interest may be perfected) by:


 


(i)    delivering
certificated securities and instruments, in which a security interest can be perfected by physical control, in each case to the
extent required hereunder or the Security Agreement;


 


(ii)    filing
financing statements under the Uniform Commercial Code of any applicable jurisdiction;


 


(iii)    making
any necessary filings with the United States Patent and Trademark Office or United States Copyright Office; or


 


(iv)    filings
in the applicable real estate records with respect to Mortgaged Properties (or any fixtures related to Mortgaged Properties) to
the extent required by the Collateral Documents; and


 


(b)    with
the priority required by the Collateral Documents; provided that any such security interests in the Collateral shall be
subject to the terms of the Intercreditor Agreements to the extent applicable; and


 


(5)    the
Collateral Agent shall have received counterparts of a Mortgage, together with the other deliverables described in Section 6.11(2)(b),
with respect to each Material Real Property listed on Schedule 1.01(2) to the extent required to be delivered pursuant to
Section 6.11 or Section 6.13 (the “Mortgaged Properties”) duly executed and delivered by the record
owner of such property within the time periods set forth in said Sections; provided that to the extent any Mortgaged Property
is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar recording



    	14



    	



    

 fees
or taxes, (a) the relevant Mortgage shall not secure an amount in excess of the fair market value of the Mortgaged Property subject
thereto and (b) the relevant Mortgage shall not secure the Indebtedness in respect of Letters of Credit or the Revolving Facility
to the extent those jurisdictions impose such aforementioned taxes on paydowns or re-advances applicable to such Indebtedness unless
it is feasible to limit recovery to a capped amount that would not be subject to re-borrowing; provided, further,
that the Borrower shall provide at least thirty (30) days (or such shorter period as agreed by the Administrative Agent in its
reasonable discretion) prior written notice to Lenders in advance of providing a Mortgage on any owned real property, and upon
confirmation from each Lender that the flood insurance due diligence required to be conducted by such Lender has been completed
and any other flood insurance requirements applicable to such Lender have been complied with, in each case under applicable Flood
Insurance Laws, the relevant Loan Party shall provide such Mortgage (it being understood and agreed that (i) each Lender shall
be deemed to have confirmed its completion of all such diligence and compliance with all such legal requirements upon the Administrative
Agent or the Borrower providing a flood insurance information package relating to such real property to the Lenders in accordance
with Section 6.02 unless such Lender provides written notice to the Administrative Agent and the Borrower within five (5)
Business Days of such package being delivered specifying in reasonable detail any other diligence materials required by such Lender
or other legal requirements not satisfied and (ii) after the effectiveness of such Mortgage, the Borrower shall provide the Administrative
Agent with written notice of such effectiveness of such Mortgage (and the Administrative Agent shall provide a copy of such written
notice to the Lenders).


 


The foregoing definition
shall not require, and the Loan Documents shall not contain any requirements as to, the creation, perfection or maintenance of
pledges of, or security interests in, Mortgages on, or the obtaining of Mortgage Policies, surveys, abstracts or appraisals or
taking other actions with respect to, any Excluded Assets.


 


The Collateral Agent
may grant extensions of time for the creation, perfection or maintenance of security interests in, or the execution or delivery
of any Mortgage and the obtaining of title insurance, surveys or Opinions of Counsel with respect to, particular assets (including
extensions beyond the Closing Date for the creation, perfection or maintenance of security interests in the assets of the Loan
Parties on such date) where it reasonably determines, in consultation with the Borrower, that creation, perfection or maintenance
cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement
or the Collateral Documents.


 


No actions required
by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect
or make enforceable such security interests in any assets (including any intellectual property registered or applied for in any
non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the
Laws of any non-U.S. jurisdiction). The creation or perfection of a security interest through control agreements or creation or
perfection of a security interest by “control” shall not be required with respect to any assets (other than in respect
any promissory note in excess of $5,000,000, Indebtedness of any Restricted Subsidiary that is not a Guarantor that is owing to
any Loan Party (which may be evidenced by the Intercompany Note and pledged to the Collateral Agent) and certificated Equity Interests
of the wholly owned Restricted Subsidiaries that are Material Subsidiaries otherwise required to be pledged pursuant to the Collateral
Documents to the extent required under clause (3) above). There shall be no (x) Guaranties governed under the laws of any
non-U.S. jurisdiction, (y) requirement to obtain any landlord waivers, estoppels or collateral access letters or (z) requirement
to perfect a security interest in any letter of credit rights, other than by the filing of a UCC financing statement.


 


“Collateral
Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreements, the Mortgages
(if any), each of the collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the
Administrative Agent, Collateral Agent or the Lenders pursuant to Sections 4.01(1)(c), 6.11 or 6.13 and each
of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for
the benefit of the Secured Parties.


 


“Commitment”
means a Revolving Commitment, Incremental Revolving Commitment, Closing Date Term Loan Commitment, Incremental Term Commitment,
Other Revolving Commitment, Other Term Loan 



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Commitment, Extended Revolving Commitment of a given Extension Series, or any commitment
in respect of Replacement Loans, as the context may require.


 


“Commitment
Fee Rate” means a percentage per annum equal to the Applicable Rate set forth in the “Commitment Fee Rate”
column of the chart in the definition of “Applicable Rate”.


 


“Committed
Loan Notice” means a notice of (1) a Borrowing with respect to a given Class of Loans, (2) a conversion of Loans of a
given Class from one Type to the other or (3) a continuation of Eurodollar Rate Loans of a given Class, pursuant to Section
2.02(1), which, if in writing, shall be substantially in the form of Exhibit A, or such other form as may be approved
by the Administrative Agent and the Borrower (including any form on an electronic platform or electronic transmission system as
shall be approved by the Administrative Agent and the Borrower), appropriately completed and signed by a Responsible Officer of
the Borrower.


 


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


 


“Company IPO”
means consummation of the first IPO of the Borrower’s common equity or the common equity of any Parent Company after the
Closing Date.


 


“Compensation
Period” has the meaning specified in Section 2.12(3)(b).


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C and which certificate shall in any event
be a certificate of a Financial Officer of the Borrower:


 


(1)    certifying
as to whether a Default has occurred and is continuing and, if applicable, specifying the details thereof and any action taken
or proposed to be taken with respect thereto (in each case, other than any Default with respect to which the Administrative Agent
has otherwise obtained notice in accordance with Section 6.03(1));


 


(2)    in
the case of financial statements delivered under Section 6.01(1), setting forth reasonably detailed calculations of (i)
Excess Cash Flow for each fiscal year commencing with the financial statements for the fiscal year ending December 31, 2018, and
(ii) the Net Proceeds received during the applicable period (after the Closing Date in the case of the fiscal year ending December
31, 2017) by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Asset Sale or Casualty Event subject to
prepayment pursuant to Section 2.05(2)(b)(i) and the portion of such Net Proceeds that has been invested or is intended
to be reinvested in accordance with Section 2.05(2)(b)(ii);


 


(3)    commencing
with the certificate delivered pursuant to Section 6.02(1) for the first full fiscal quarter ending after the Closing Date
setting forth (x) a calculation of the First Lien Net Leverage Ratio as of the last day of the most recent Test Period, (y) if
on the last day of the relevant fiscal quarter there are outstanding Revolving Loans and Letters of Credit (excluding (i) undrawn
Letters of Credit in an aggregate amount of up to $5,000,000 and (ii) Letters of Credit (whether drawn or undrawn) to the extent
Cash Collateralized or backstopped on terms reasonably acceptable to the Administrative Agent and applicable Issuing Bank) in an
aggregate principal amount exceeding 25% of the aggregate principal amount of all Revolving Commitments under all outstanding Revolving
Facilities, whether such First Lien Net Leverage Ratio is at or below the required First Lien Net Leverage Ratio in respect of
such Test Period, and (z) whether such First Lien Net Leverage Ratio results in a change in the applicable “Pricing Level”
as set forth in the definition of “Applicable Rate”;


 


(4)     (a)
setting forth the information required by Section 1(a) of the Perfection Certificate (or confirming that there has been no change
in such information since the later of the Closing Date or the last report delivered pursuant to this clause (a)) and (b)
setting forth a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted
Subsidiary as of the date of delivery of such list or a confirmation that there is no change in such information since the later
of the Closing Date and the last such list; and



    	16



    	



    


(5)    setting
forth (i) a list of Unused Bank Partner Commitments of each Bank Partner as of the date of such Compliance Certificate, (ii) a
calculation of AUM as of the date of such Compliance Certificate and (iii) the amount of Loans Held For Sale by the Borrower and
the Restricted Subsidiaries as of the date of such Compliance Certificate and whether such amount exceeds 5% of AUM.


 


“Connection
Income Taxes” means, with respect to any Recipient, any Taxes imposed on or measured by net income (however denominated)
or that are franchise Taxes or branch profits Taxes, in each case imposed as a result of a present or former connection between
such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Consolidated
Current Assets” means, as at any date of determination, the total assets of the Borrower and the Restricted Subsidiaries
on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents,
amounts related to current or deferred taxes based on income or profits, assets held for sale, loans (permitted) to third parties,
pension assets, deferred bank fees, derivative financial instruments and any assets in respect of Hedge Agreements, and excluding
the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting,
as the case may be, in relation to the Transactions or any consummated acquisition.


 


“Consolidated
Current Liabilities” means, as at any date of determination, the total liabilities of the Borrower and the Restricted
Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding
(A) the current portion of any Funded Debt, (B) the current portion of interest, (C) accruals for current or deferred taxes based
on income or profits, (D) accruals of any costs or expenses related to restructuring reserves or severance, (E) Revolving Loans
and L/C Obligations under this Agreement or any other revolving loans, swingline loans and letter of credit obligations under any
other revolving credit facility, (F) the current portion of any Capitalized Lease Obligation, (G) deferred revenue arising from
cash receipts that are earmarked for specific projects, (H) liabilities in respect of unpaid earn-outs, (I) the current portion
of any other long-term liabilities, (J) accrued litigation settlement costs and (K) any liabilities in respect of Hedge Agreements,
and, furthermore, excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting
or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition.


 


“Consolidated
Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation
and amortization expense of such Person and its Restricted Subsidiaries, including the amortization of intangible assets, deferred
financing fees, debt issuance costs, commissions, fees and expenses and the amortization of Capitalized Software Expenditures of
such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with
GAAP.


 


“Consolidated
EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted
Subsidiaries for such period:


 


(1)    increased
(without duplication) by the following, in each case (other than clauses (h), (l) and (m)) to the extent deducted
(and not added back (other than in respect of clause (e)) in determining Consolidated Net Income for such period:


 


(a)    Consolidated
Interest Expense; plus


 


(b)    provision
for taxes based on income, profits, revenue or capital, including federal, foreign and state income, franchise, excise, value added
and similar taxes, property taxes and similar taxes, and foreign withholding taxes paid or accrued during such period (including
any future taxes or other levies that replace or are intended to be in lieu of taxes, and any penalties and interest related to
taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to the definition
of “Consolidated Net Income”, and any Permitted Tax Distributions made during such period; plus



    	17



    	



    


(c)    Consolidated
Depreciation and Amortization Expense for such period; plus


 


(d)    any
other non-cash charges, expenses, losses or items reducing Consolidated Net Income for such period, including any write-offs or
write-downs reducing Consolidated Net Income for such period and any increases (net of any decreases) in reserves for earn-outs
and similar obligations (provided that if any such non-cash charges represent an accrual or reserve for potential
cash items in any future period, (i) the Borrower may determine not to add back such non-cash charge in the current period and
(ii) to the extent the Borrower does decide to add back such non-cash charge, the cash payment in respect thereof, with the exception
of any cash payments related to the settlement of deferred compensation balances awarded prior to the Closing Date, in such future
period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was
paid in a prior period); plus


 


(e)    minority
interest expense, the amount of any non-controlling interest consisting of income attributable to non-controlling interests of
third parties in any non-wholly-owned Restricted Subsidiary, excluding cash distributions in respect thereof, and the amount of
any reductions in arriving at Consolidated Net Income resulting from the application of Accounting Standards Codification Topic
No. 810, Consolidation; plus


 


(f)    (i)
the amount of board of director fees and any management, monitoring, consulting, transaction, advisory and other fees (including
termination fees) and indemnities and expenses paid or accrued in such period to the extent permitted under Section 7.07
and (ii) the amount of payments made to optionholders of such Person or any Parent Company in connection with, or as a result of,
any distribution being made to equityholders of such Person or its Parent Companies, which payments are being made to compensate
such optionholders as though they were equityholders at the time of, and entitled to share in, such distribution, in each case
to the extent permitted hereunder; plus


 


(g)    the
amount of loss or discount on sale of receivables (other than any loss or discount on (i) Loans Held For Sale or (ii) Securitization
Assets or other receivables in connection with any Securitization Facility, Receivables Financing Transaction, factoring arrangement
or similar financing transaction); plus


 


(h)    cash
receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated
Net Income in any prior period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated
EBITDA pursuant to clause (2) below for any previous period and not added back; plus


 


(i)    any
costs or expenses incurred pursuant to any management equity plan, stock option plan or any other management or employee benefit
plan, agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash
proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other
than Disqualified Stock); plus


 


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


 


(k)    [reserved];
plus


 


(l)    (x)
the amount of “run-rate” cost savings, synergies and operating expense reductions related to the Transactions that
are projected by the Borrower in good faith to result 



    	18



    	



    

from actions either taken or with respect to which substantial steps have
been taken or are expected to be taken (in the good faith determination of the Borrower) within 12 months after the Closing Date
and (y) the amount of “run-rate” cost savings, synergies and operating expense reductions related to mergers and other
business combinations, acquisitions, divestitures, dispositions or other specified transactions, restructurings, cost savings initiatives
and other initiatives that are projected by the Borrower in good faith to result from actions either taken or with respect to which
substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 12 months
after such merger or other business combination, acquisition, divestiture, disposition or other specified transaction, restructuring,
cost savings initiative or other initiative is consummated (or undertaken or implemented prior to consummation of the acquisition
or other applicable transaction), in each case, calculated (1) on a pro forma basis as though such cost savings, synergies
or operating expense reductions had been realized on the first day of such period and (2) net of the amount of actual benefits
realized from such actions during such period (it is understood and agreed that “run-rate” means the full recurring
benefit that is associated with any action taken or with respect to which substantial steps have been taken or are expected to
be taken, whether prior to or following the Closing Date) (which adjustments may be incremental to (but not duplicative of) pro
forma cost savings, synergies or operating expense reduction adjustments made pursuant to Section 1.07); provided
that such cost savings, synergies and operating expense reductions are reasonably identifiable and factually supportable; plus


 


(m)    any
payments in the nature of compensation or expense reimbursement made to independent board members; plus


 


(n)    third-party
investment banking fees in connection with Bank Partner commitments and equity investments in an aggregate amount not to exceed
$5,000,000 in any fiscal year; plus


 


(o)    (x)
Transaction Expenses and (y) any fees, costs, expenses or charges (other than Consolidated Depreciation and Amortization Expense)
related to any actual, proposed or contemplated issuance or registration of Equity Interests or the Company IPO (including any
one time expense relating to enhanced accounting functions or other transactions costs associated with becoming a public company)
or any Investment or acquisition constituting a Specified Transaction, disposition constituting a Specified Transaction, recapitalization,
Restricted Payment or the incurrence or registration or amendment or modification (actual or proposed) of Indebtedness (including
a refinancing thereof) (in each case, whether or not consummated or successful), including (i) such fees, expenses or charges related
to any Loans, the offering of Permitted Incremental Equivalent Debt, any Credit Agreement Refinancing Debt, any permitted Ratio
Debt, any Permitted Refinancing, this Agreement, any other Indebtedness or any Equity Interests and (ii) any amendment, waiver
or other modification of Loans, Permitted Incremental Equivalent Debt, any Credit Agreement Refinancing Debt, any permitted Ratio
Debt or any Permitted Refinancing, any Loan Document, any other Indebtedness or any Equity Interests, in each case, whether or
not consummated; plus


 


(p)    the
amount of any (w) restructuring costs, reserve and severance costs, (x) integration costs, business optimization expenses or costs
(including charges directly related to implementation of cost-savings initiatives), retention, signing bonuses, relocation, recruiting
and other employee related expenses, (y) costs and expenses associated with business expansion and startup costs for new business
lines, geographic expansion or new products expected to be implemented within 12 months of the date thereof and (z) contract termination
costs, future lease commitments and any costs related to the opening and closure and/or consolidation of facilities or offices;
plus


 


(q)    costs
related to the implementation of operation or reporting systems or technology initiatives and the amount of any expense relating
to enhanced accounting function or 



    	19



    	



    

other non-recurring transaction costs, including those associated with becoming a standalone
entity or a public company; plus


 


(s)    any
loss from 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); and


 


(2)    decreased
(without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:


 


(a)    non-cash
gains for such period (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential
cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period other than any such accrual or reserve
that has been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition);


 


(b)    the
amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any non-wholly
owned Restricted Subsidiary added to (and not deducted from) Consolidated Net Income in such period; and


 


(c)    any
net income from 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);


 


provided that
the aggregate amount added to Consolidated EBITDA pursuant to clause (1)(l) above and clause (1)(p)(w) above for such period shall
not exceed 20.0% of Consolidated EBITDA for such period (in each case, calculated after giving effect to all such added amounts).


 


For the avoidance of
doubt, Consolidated EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.07.


 


“Consolidated
First Lien Secured Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the
Borrower and the Restricted Subsidiaries outstanding on such date solely of the types referred to in clauses (1)(a) and
(1)(b) of the definition of Indebtedness, Capitalized Lease Obligations and other Purchase Money Obligations, and Guarantees
of the foregoing, determined on a consolidated basis in accordance with GAAP, in each case secured by a first priority lien on
the Collateral; provided, that Consolidated First Lien Secured Debt will not include Non-Recourse Indebtedness, undrawn
amounts under revolving credit facilities and Indebtedness in respect of any (x) letter of credit, bank guarantees and performance
or similar bonds, except to the extent of obligations in respect of drawn letters of credit which have not been reimbursed within
two (2) Business Days, (y) Hedging Obligations and (z) any obligations or liabilities otherwise excluded from the definition of
“Indebtedness”. The Dollar-equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect
the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect
to the applicable currency in effect on the date of determination of the Dollar-equivalent principal amount of such Indebtedness.


 


“Consolidated
Interest Expense” means, with respect to any Person for any period, without duplication, total interest expense and,
to the extent not reflected in such total interest expense, any losses on Hedging Obligations or other derivative instruments entered
into for the purpose of hedging interest rate risk, net of interest income and gains on such Hedging Obligations or such derivative
instruments, and bank and letter of credit fees, letter of guarantee and bankers’ acceptance fees and costs of surety bonds
in connection with financing activities, including, for the avoidance of doubt:


 


(i)    amortization
of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest (including
as a result of the effects of acquisition method accounting or pushdown accounting);



    	20



    	



    


(ii)    interest
expense attributable to the movement of the mark-to-market valuation of obligations under Hedging Obligations or other derivative
instruments, including pursuant to FASB Accounting Standards Codification Topic 815, Derivatives and Hedging;


 


(iii)    costs
associated with incurring or terminating Hedging Obligations and cash costs associated with breakage in respect of hedging agreements
for interest rates;


 


(iv)    commissions,
discounts, yield, make-whole premium and other fees and charges (including any interest expense) incurred in connection with any
Non-Recourse Indebtedness;


 


(v)    “additional
interest” owing pursuant to a registration rights agreement with respect to any securities;


 


(vi)    any
payments with respect to make-whole premiums or other breakage costs of any Indebtedness, including any Indebtedness issued in
connection with the Transactions;


 


(vii)    penalties
and interest relating to taxes;


 


(viii)    accretion
or accrual of discounted liabilities not constituting Indebtedness;


 


(ix)    interest
expense attributable to a Parent Company resulting from push-down accounting;


 


(x)    any
expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting;


 


(xi)    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 in connection with the Transactions, any acquisition or Investment; and


 


(xii)    annual
agency fees paid to any administrative agents and collateral agents with respect to any secured or unsecured loans, debt facilities,
debentures, bonds, commercial paper facilities or other forms of Indebtedness (including any security or collateral trust arrangements
related thereto), including the Facilities.


 


For purposes of this
definition, interest on a Capitalized Lease Obligation will 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” means, with respect to any Person for any period, the net income (loss) of such Person and its Restricted
Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding (and excluding the effect of),
without duplication:


 


(1)    extraordinary,
non-recurring or unusual gains, losses, fees, costs, charges or expenses (including relating to any strategic initiatives and accruals
and reserves in connection with such gains, losses, fees, costs, charges or expenses); restructuring costs, charges, accruals or
reserves (including restructuring and integration costs related to acquisitions and adjustments to existing reserves, and in each
case, whether or not classified as such under GAAP); costs and expenses related to any reconstruction, decommissioning, recommissioning
or reconfiguration of facilities and fixed assets for alternative uses; Public Company Costs; costs and expenses related to the
integration, consolidation, opening, pre-opening and closing of facilities and fixed assets; severance and relocation costs and
expenses, one-time compensation costs and expenses, consulting fees, signing, retention or completion bonuses, and executive recruiting
costs; costs and expenses incurred in connection with strategic initiatives; transition costs and duplicative running costs; costs
and expenses incurred in connection with non-ordinary course product and intellectual property development; costs incurred in connection
with acquisitions (or purchases of assets) prior to or after the Closing Date (including integration costs); business optimization
expenses (including



    	21



    	



    

 costs and expenses relating to business optimization programs, new systems design, retention charges, system
establishment costs and implementation costs and project start-up costs), accruals and reserves; operating expenses attributable
to the implementation of cost-savings initiatives; curtailments and modifications to pension and post-employment employee benefit
plans (including any settlement of pension liabilities and charges resulting from changes in estimates, valuations and judgments);


 


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


 


(3)    Transaction
Expenses;


 


(4)    any
gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course
of business);


 


(5)    the
Net Income for such period of any Person that is an Unrestricted Subsidiary and, solely for the purpose of determining the amount
available for Restricted Payments under clause (3)(a) of Section 7.05(a), the Net Income for such period of any Person
that is not a Subsidiary or that is accounted for by the equity method of accounting; provided that the Consolidated Net
Income of a Person will be increased by the amount of dividends or distributions or other payments that are actually paid in cash
or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to such Person or a Restricted Subsidiary thereof
in respect of such period);


 


(6)    effects
of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) related to
the application of recapitalization accounting or purchase accounting (including in the inventory, property and equipment, software,
goodwill, intangible assets, in process research and development, deferred revenue and debt line items);


 


(7)    income
(loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments;


 


(8)    any
impairment charge or asset write-off or write-down in each case, pursuant to GAAP, and the amortization of intangibles arising
pursuant to GAAP;


 


(9)    (a)
any equity based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock
appreciation, equity incentive programs or similar rights, stock options, restricted stock or other rights to, and any cash charges
associated with the rollover, acceleration or payout of, Equity Interests (other than Disqualified Stock) by management of such
Person or of a Restricted Subsidiary or, to the extent in respect of amounts constituting a Restricted Payment permitted by Section
7.05, any Parent Company, (b) noncash compensation expense resulting from the application of Accounting Standards Codification
Topic No. 718, Compensation—Stock Compensation or Accounting Standards Codification Topic 505-50, Equity-Based
Payments to Non-Employees, and (c) any income (loss) attributable to deferred compensation plans or trusts;


 


(10)    any
fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition,
Investment, Asset Sale, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related
to the syndication and incurrence of any Facilities), any Equity Offering, recapitalization, refinancing transaction or amendment
or modification of any debt instrument (including any amendment or other modification of any securities and any Facilities) and
including, in each case, any such transaction whether consummated on, after or prior to the Closing Date and any such transaction
undertaken but not completed, and any charges or nonrecurring merger costs incurred during such period as a result of any such
transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt, the effects of expensing
all transaction related expenses in accordance with Accounting Standards Codification Topic No. 805, Business Combinations);



    	22



    	



    


(11)    accruals
and reserves that are established or adjusted in connection with the Transactions, an Investment or an acquisition that are required
to be established or adjusted as a result of the Transactions, such Investment or such acquisition, in each case in accordance
with GAAP;


 


(12)    any
expenses, charges or losses to the extent covered by insurance that are, directly or indirectly, reimbursed or reimbursable by
a third party, and any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection
with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement;


 


(13)    any
non-cash gain (loss) attributable to the mark to market movement in the valuation of Hedging Obligations or other derivative instruments
pursuant to FASB Accounting Standards Codification Topic 815—Derivatives and Hedging or mark to market movement of
other financial instruments pursuant to FASB Accounting Standards Codification Topic 825—Financial Instruments;


 


(14)    any
net unrealized gain or loss (after any offset) resulting in such period from currency transaction or translation gains or losses
including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from (a) Hedging Obligations
for currency exchange risk and (b) resulting from intercompany indebtedness) and any other foreign currency transaction or translation
gains and losses, to the extent such gain or losses are non-cash items;


 


(15)    any
adjustments resulting from the application of Accounting Standards Codification Topic No. 460, Guarantees, or any comparable
regulation;


 


(16)    any
non-cash rent expense;


 


(17)    any
non-cash expenses, accruals or reserves related to adjustments to historical tax exposures; and


 


(18)    earn-out
and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof
and purchase price adjustments.


 


In addition, to the
extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, Consolidated Net Income
will include the amount of proceeds received or receivable from business interruption insurance, the amount of any expenses or
charges incurred by such Person or its Restricted Subsidiaries during such period that are, directly or indirectly, reimbursed
or reimbursable by a third party, and amounts that are covered by indemnification or other reimbursement provisions in connection
with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder.


 


Notwithstanding the
foregoing, for the purpose of Section 7.05(a) (other than clause (3)(d) of Section 7.05(a)), there will be
excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by such
Person and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from such Person and its Restricted
Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by such Person or any Restricted Subsidiary,
any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case
only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 7.05(a).


 


“Consolidated
Secured Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower
and the Restricted Subsidiaries outstanding on such date solely of the types referred to in clauses (1)(a) and (1)(b)
of the definition of Indebtedness, Capitalized Lease Obligations and other Purchase Money Obligations, and Guarantees of the foregoing,
determined on a consolidated basis in accordance with GAAP, in each case secured by a lien on the Collateral; provided that
Consolidated Secured Debt will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and
Indebtedness in respect of any (x) letter of credit, bank guarantees and performance or similar bonds, except to the extent of
obligations in respect of drawn letters of credit which have not been reimbursed within two (2) Business Days, (y) Hedging 



    	23



    	



    

Obligations and (z) any obligations or liabilities otherwise excluded from the definition of “Indebtedness”. The Dollar-equivalent
principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined
in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on
the date of determination of the Dollar-equivalent principal amount of such Indebtedness.


 


“Consolidated
Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower and
the Restricted Subsidiaries outstanding on such date solely of the types referred to in clauses (1)(a) and (1)(b)
of the definition of Indebtedness, Capitalized Lease Obligations and other Purchase Money Obligations, and Guarantees of the foregoing,
determined on a consolidated basis in accordance with GAAP; provided that Consolidated Total Debt will not include
Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (x) letter of credit,
bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn letters of credit which
have not been reimbursed within two (2) Business Days, (y) Hedging Obligations and (z) any obligations or liabilities otherwise
excluded from the definition of “Indebtedness”. The Dollar-equivalent principal amount of any Indebtedness denominated
in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations
for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar-equivalent
principal amount of such Indebtedness.


 


“Consolidated
Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated
Current Liabilities.


 


“Consumer Credit
Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to consumer credit, including
the origination, brokering, marketing, servicing or collection of consumer loans.


 


“Contingent
Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other
monetary obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent:
(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (2) 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 (3) 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.


 


“Contract Consideration”
has the meaning specified in clause (2)(k) of the definition of “Excess Cash Flow”.


 


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


 


“Controlled
Investment Affiliate” means, as to any Person, any other Person which directly or indirectly is in control of, is controlled
by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily
for making direct or indirect equity or debt investments in the Borrower or other companies. For purposes of this definition, “control”
(including, with correlative meanings, the terms “controlling”, “controlled by” and “under
common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise.


 


“Convertible
Indebtedness” means Indebtedness of the Borrower (which may be guaranteed by the Guarantors) permitted to be incurred
hereunder that is either (a) convertible into common equity of the Borrower (and cash in lieu of fractional shares) or cash (in
an amount determined by reference to the price of such common equity) or (b) sold as units with call options, warrants or rights
to purchase (or substantially equivalent derivative



    	24



    	



    

 transactions) that are exercisable for common equity of the Borrower or cash
(in an amount determined by reference to the price of such common equity).


 


“Corrective
Extension Amendment” has the meaning specified in Section 2.16(6).


 


“Credit Agreement
Refinanced Debt” has the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness”.


 


“Credit Agreement
Refinancing Indebtedness” means (a) Permitted Equal Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing
Debt and (c) Permitted Unsecured Refinancing Debt; provided that, in each case, such Indebtedness is issued, incurred or
otherwise obtained (including by means of the extension or renewal of existing Indebtedness) to Refinance, in whole or in part,
existing Loans (or, if applicable, unused Commitments) or any then-existing Credit Agreement Refinancing Indebtedness (“Credit
Agreement Refinanced Debt”); provided, further, that (i) the terms of any such Indebtedness (excluding,
for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding
discounts, original issue discounts and optional prepayment or redemption premiums and terms) shall either, at the option of the
Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined
by the Borrower in good faith) or (B) if otherwise not consistent with the terms of such Credit Agreement Refinanced Debt, not
be materially more restrictive to the Borrower (as reasonably determined by the Borrower in good faith), when taken as a whole,
than the terms of such Credit Agreement Refinanced Debt, except to the extent necessary to provide for (1) covenants and other
terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such Refinancing or (2)
subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding
anything to the contrary contained herein, if any such terms of such Indebtedness contain a Previously Absent Financial Maintenance
Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant
shall be included for the benefit of each Facility; provided, further, if (x) such Indebtedness that includes a Previously
Absent Financial Maintenance Covenant consists of a revolving credit facility (whether or not the documentation therefor includes
any other facilities) and (y) the applicable Previously Absent Financial Maintenance Covenant is included only for the benefit
of such revolving credit facility, the Previously Absent Financial Maintenance Covenant shall not be required to be included in
this Agreement for the benefit of any Term Facility hereunder, (ii) any such Indebtedness shall have a maturity date that is no
earlier than the Credit Agreement Refinanced Debt and a Weighted Average Life to Maturity equal to or greater than that of the
Credit Agreement Refinanced Debt as of the date of determination, (iii) except to the extent otherwise permitted under this Agreement
(subject to a dollar for dollar usage of any other basket set forth in Section 7.02, if applicable), such Indebtedness shall
not have a greater principal amount (or shall not have a greater accreted value, if applicable) than the principal amount (or accreted
value, if applicable) of the Credit Agreement Refinanced Debt, plus accrued interest, fees and premiums (including tender
premium) and penalties (if any) thereon and fees, expenses, original issue discount and upfront fees incurred in connection with
such Refinancing, (iv) such Credit Agreement Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued
interest, fees and premiums (if any) in connection therewith shall be paid, within one (1) Business Day after the date such Credit
Agreement Refinancing Indebtedness is issued, incurred or obtained with the Net Proceeds received from the incurrence or issuance
of such Indebtedness and (v) any mandatory prepayments of (I) any Permitted Junior Priority Refinancing Debt or Permitted Unsecured
Refinancing Debt may not be made except to the extent that prepayments are not prohibited hereunder and to the extent required
hereunder or pursuant to the terms of any Permitted Equal Priority Refinancing Debt, first made or offered to the holders of the
Term Loans constituting First Lien Obligations and any such Permitted Equal Priority Refinancing Debt, and (II) any Permitted Equal
Priority Refinancing Debt in respect of events described in Section 2.05(2)(a), (b) and (d)(i), may be made
on a pro rata basis or less than a pro rata basis with each Class of Term Loans constituting First Lien Obligations
under Section 2.05(2)(a), (b) and (d)(i); provided, further, that “Credit Agreement Refinancing
Indebtedness” may be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term
indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clause (ii) of the preceding proviso
in this definition so long as (x) such credit facility includes customary “rollover” provisions and (y) assuming such
credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply
with clause (ii) above) and in which case, on or prior to the first anniversary of the incurrence of such “bridge”
or other interim credit facility, clause (v) of the preceding proviso in this definition shall not prohibit the inclusion
of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions.



    	25



    	



    


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


 


“Credit Party”
means the Administrative Agent, the Collateral Agent, each Issuing Bank and any other Lender.


 


“Cure Amount”
has the meaning specified in Section 8.04(1).


 


“Cure Expiration
Date” has the meaning specified in Section 8.04(1)(a).


 


“Debt Representative”
means, with respect to any series of Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar
agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case
may be, and each of their successors in such capacities.


 


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


 


“Declined Proceeds”
has the meaning specified in Section 2.05(2)(g).


 


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


 


“Default Rate”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans that are Revolving
Loans, plus (c) 2.00% per annum; provided that, with respect to the outstanding principal amount of any Loan,
the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such
Loan (giving effect to Section 2.02(3)), plus 2.00% per annum, in each case, to the fullest extent permitted
by applicable Laws.


 


“Defaulting
Lender” means, subject to Section 2.17(2), any Lender that (a) has refused (which refusal may be given verbally
or in writing and has not been retracted) or failed to perform any of its funding obligations hereunder, including in respect of
its Loans or participations in respect of L/C Obligations, within two Business Days of the date required to be funded by it hereunder,
(b) has failed to pay over to the Administrative Agent, any Issuing Bank or any other Lender any other amount required to be paid
by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, (c) has notified the
Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement
to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend
credit, (d) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory
to the Administrative Agent that it will comply with its funding obligations, or (e) has, or has a direct or indirect parent company
that has, either (i) admitted in writing that it is insolvent or (ii) become subject to a Lender-Related Distress Event. Any determination
by the Administrative Agent as to whether a Lender is a Defaulting Lender shall be conclusive absent manifest error.


 


“Designated
Non-Cash Consideration” means the fair market value (as determined by the Borrower in good faith) 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 an Officer’s Certificate, setting forth the basis of such valuation, less the amount of
cash or Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of, or collection or payment on,
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 7.04.



    	26



    	



    


“Designated
Preferred Stock” means Preferred Stock of the Borrower, any Restricted Subsidiary thereof or any Parent Company (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, on or promptly after the issuance date thereof, the cash proceeds of which are excluded from
the calculation set forth in clause (3) of Section 7.05(a).


 


“Determination
Date” has the meaning specified in the definition of “Consolidated EBITDA”.


 


“Discharge”
means, with respect to any Indebtedness, the repayment, prepayment, repurchase (including pursuant to an offer to purchase), redemption,
defeasance or other discharge of such Indebtedness, in any such case in whole or in part.


 


“Discount Prepayment
Accepting Lender” has the meaning assigned to such term in Section 2.05(1)(e)(B)(2).


 


“Discount Range”
has the meaning assigned to such term in Section 2.05(1)(e)(C)(1).


 


“Discount Range
Prepayment Amount” has the meaning assigned to such term in Section 2.05(1)(e)(C)(1).


 


“Discount Range
Prepayment Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant
to Section 2.05(1)(e)(C)(1) substantially in the form of Exhibit J.


 


“Discount Range
Prepayment Offer” means the written offer by a Lender, substantially in the form of Exhibit K, submitted in response
to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.


 


“Discount Range
Prepayment Response Date” has the meaning assigned to such term in Section 2.05(1)(e)(C)(1).


 


“Discount Range
Proration” has the meaning assigned to such term in Section 2.05(1)(e)(C)(3).


 


“Discounted
Prepayment Determination Date” has the meaning assigned to such term in Section 2.05(1)(e)(D)(3).


 


“Discounted
Prepayment Effective Date” means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation
of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five (5) Business Days following the
Specified Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment
Response Date, as applicable, in accordance with Section 2.05(1)(e)(B), Section 2.05(1)(e)(C) or Section 2.05(1)(e)(D),
respectively, unless a shorter period is agreed to between the Borrower and the Auction Agent.


 


“Discounted
Term Loan Prepayment” has the meaning assigned to such term in Section 2.05(1)(e)(A).


 


“disposition”
has the meaning set forth in the definition of “Asset Sale”.


 


“Disqualified
Institution” means (a) any bona fide competitor of the Borrower or its Subsidiaries identified in writing by or
on behalf of the Borrower to (i) the Arrangers on or prior to August 4, 2017, or (ii) the Administrative Agent from time to time
after the Closing Date, (b) those particular banks, financial institutions, other institutional lenders and other Persons identified
in writing by the Borrower to the Arrangers on or prior to August 4, 2017, (c) those persons primarily engaged in private equity,
venture capital or mezzanine or distressed lending identified in writing by or on behalf of the Borrower to (i) the Arrangers on
or prior to August 4, 2017, or (ii) the Administrative Agent from time to time after the Closing Date, (d) any Excluded Affiliate
and (e) any 



    	27



    	



    

Affiliate of the entities described in the preceding clauses (a), (b) or (c) that are either (x)
clearly identifiable as such solely on the basis of the similarity of their name or (y) are identified as such in writing by or
on behalf of the Borrower to (i) the Arrangers on or prior to the Closing Date or (ii) the Administrative Agent from time to time
after the Closing Date (other than bona fide diversified debt funds); provided that any Person that is a Lender and
subsequently becomes a Disqualified Institution (but was not a Disqualified Institution at the time it became a Lender) shall be
deemed to not be a Disqualified Institution hereunder; provided further that any addition to the list of Disqualified Institutions
by written notice to the Administrative Agent from time to time after the Closing Date in accordance with this definition shall
become effective three (3) Business Days after delivery of such notice. The identity of Disqualified Institutions may be communicated
by the Administrative Agent to a Lender upon request, but will not be otherwise posted or distributed to any Person.


 


“Disqualified
Stock” means, 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 redeemable or exchangeable, or upon the happening of any event, matures
or is mandatorily redeemable (other than (i) for any Qualified Equity Interests or (ii) solely as a result of a change of control,
asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund obligation or otherwise, or is redeemable at the
option of the holder thereof (other than (i) for any Qualified Equity Interests or (ii) solely as a result of a change of control,
asset sale, casualty, condemnation or eminent domain), in whole or in part, in each case prior to the date that is 91 days after
the earlier of the then Latest Maturity Date and the date the Loans are no longer outstanding and the Commitments have been terminated;
provided that if such Capital Stock is issued pursuant to any plan for the benefit of future, current or former employees,
directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates
or Immediate Family Members or any permitted transferees thereof) of the Borrower or its Subsidiaries or any Parent Company or
by any such plan to such employees, directors, officers, members of management, consultants or independent contractors (or their
respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof), such Capital Stock
will 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, director’s, officer’s,
management member’s, consultant’s or independent contractor’s termination, death or disability; provided,
further, any Capital Stock held by any future, current or former employee, director, officer, member of management, consultant
or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees
thereof) of the Borrower, any of its Subsidiaries, any Parent Company, or any other entity in which the Borrower or a Restricted
Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of Directors (or the compensation
committee thereof), in each case pursuant to any equity subscription or equity holders’ agreement, management equity plan
or stock option plan or any other management or employee benefit plan or agreement will not constitute Disqualified Stock solely
because it may be required to be repurchased by the Borrower or any Subsidiary in order to satisfy applicable statutory or regulatory
obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s
or independent contractor’s termination, death or disability. For the purposes hereof, the aggregate principal amount of
Disqualified Stock will be deemed to be equal to the greater of its voluntary or involuntary liquidation preference and maximum
fixed repurchase price, determined on a consolidated basis in accordance with GAAP, and the “maximum fixed repurchase price”
of any Disqualified Stock that does not have a fixed repurchase price will be calculated in accordance with the terms of such Disqualified
Stock as if such Disqualified Stock were purchased on any date on which the Consolidated Total Debt, Consolidated First Lien Secured
Debt or Consolidated Secured Debt, as applicable, will be required to be determined pursuant to this Agreement, and if such price
is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined in
good faith by the Borrower.


 


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


 


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


 


“Domestic Subsidiary”
means any direct or indirect Subsidiary of the Borrower that is organized under the Laws of the United States, any state thereof
or the District of Columbia.


 


“ECF Due Date”
has the meaning specified in Section 2.05(2)(a).



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“ECF Payment
Amount” has the meaning specified in Section 2.05(2)(a).


 


“ECF Percentage”
has the meaning specified in Section 2.05(2)(a).


 


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


 


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


 


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


 


“Electronic
System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and
any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent,
the Issuing Bank and any of their respective Related Persons or any other Person, providing for access to data protected by passcodes
or other security system.


 


“Eligible Assignee”
has the meaning specified in Section 10.07(a).


 


“Enterprise
Transformative Event” means any merger, acquisition, Investment, dissolution, liquidation, consolidation or disposition,
in any such case by the Borrower, any Restricted Subsidiary or, following the Company IPO, any Parent Company that is either (a)
not permitted by the terms of any Loan Document immediately prior to the consummation of such transaction or (b) if permitted by
the terms of the Loan Documents immediately prior to the consummation of such transaction, would not provide the Borrower and the
Borrower’s Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation or expansion of
their combined operations following such consummation, as reasonably determined by the Borrower acting in good faith.


 


“Environment”
means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and sub-surface strata, and natural resources
such as wetlands, flora and fauna.


 


“Environmental
Claim” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigations (other than internal reports prepared by any Loan Party or any of its Subsidiaries
(a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an
acquisition or disposition of real estate) or proceedings (hereinafter “Claims”) with respect to any Environmental
Liability or Environmental Law, including (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 pursuant to any Environmental
Law.


 


“Environmental
Laws” means any and all Laws relating to pollution or the protection of the Environment or, to the extent relating to
exposure to hazardous or toxic substances or wastes or human health.


 


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



    	29



    	



    


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


 


“Equal Priority
Intercreditor Agreement” means, to the extent executed in connection with the incurrence of Indebtedness secured by Liens
on the Collateral which are intended to rank equal in priority to the Liens on the Collateral securing the First Lien Obligations
under this Agreement (but without regard to the control of remedies), at the option of the Borrower and the Administrative Agent
acting together in good faith, either (a) an intercreditor agreement substantially in the form of Exhibit G-1 or (b) a customary
intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement
shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral
securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), in each case with such
modifications thereto as the Administrative Agent and the Borrower may agree.


 


“Equity Interests”
means, with respect to any Person, the Capital Stock of such Person and all warrants, options or other rights to acquire Capital
Stock of such Person, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock of such Person.


 


“Equity Offering”
means any public or private sale of common equity or Preferred Stock of the Borrower or any Parent Company (excluding Disqualified
Stock), other than (1)public offerings with respect to the Borrower’s or any Parent Company’s common equity registered
on Form S-4 or Form S-8; (2) issuances to any Restricted Subsidiary of the Borrower; and (3) any such public or private sale that
constitutes an Excluded Contribution.


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that together with any Loan Party is treated as a single employer within
the meaning of Section 414 of the Code or Section 4001 of ERISA. For the avoidance of doubt, when any provisions in this Agreement
relates to a past event or period of time, the term “ERISA Affiliate” includes any Person who was, as to the time of
such past event or period of time, an ERISA Affiliate within the meaning of the preceding sentence.


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan, written notification of any Loan Party or any ERISA
Affiliate concerning the imposition of Withdrawal Liability or written notification that a Multiemployer Plan is “insolvent”
(within the meaning of Section 4245 of ERISA) or has been determined to be in “endangered” or “critical”
status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) the filing under Section 4041(c) of ERISA of
a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination
under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
Plan; (e) the imposition of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or Multiemployer
Plan, other than for the payment of PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any
ERISA Affiliate; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) a failure to satisfy the minimum funding standard
(within the meaning of Section 302 of ERISA or Section 412 of the Code) with respect to a Pension Plan, whether or not waived;
(h) the application for a minimum funding waiver under Section 302(c) of ERISA with respect to a Pension Plan; (i) the imposition
of a lien under Section 303(k) of ERISA or Section 430(k) of the Code with respect to any Pension Plan; (j) a determination that
any Pension Plan is in “at risk” status (within the meaning of Section 303 of ERISA or Section 430 of the Code); or
(k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA)
with respect to any Pension Plan which could result in liability to any Loan Party.



    	30



    	



    


“Escrowed Proceeds”
means the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account with an independent
escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements that permit the release of amounts
on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed
Proceeds” shall include any interest earned on the amounts held in escrow.


 


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


 


“Eurodollar
Rate” means, with respect to any Eurodollar Rate Loan for any Interest Period, the LIBO Screen Rate at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO
Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) then
the Eurodollar Rate shall be the Interpolated Rate; provided that in no event shall the Eurodollar Rate for the Closing
Date Term Loans be less than 1.00%.


 


“Eurodollar
Rate Loan” means a Loan that bears interest at a rate based on the definition of “Adjusted Eurodollar Rate”.


 


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


 


“Excess Cash
Flow” means, for any period, an amount equal to the excess of:


 


(1)    the
sum, without duplication, of:


 


(a)    Consolidated
Net Income of the Borrower for such period;


 


(b)    an
amount equal to the amount of all non-cash charges (including depreciation and amortization) for such period to the extent deducted
in arriving at such Consolidated Net Income, but excluding any such non-cash charges representing an accrual or reserve for potential
cash items in any future period and excluding amortization of a prepaid cash item that was paid in a prior period;


 


(c)    decreases
in Consolidated Working Capital (except as a result of the reclassification of items from short-term to long-term or vice versa)
and, without duplication, decreases in long-term accounts receivable and increases in the long-term portion of deferred revenue
(except as a result of the reclassification of items from short-term to long-term or vice versa), in each case, for such period
(other than any such decreases or increases, as applicable, arising from acquisitions or Asset Sales outside the ordinary course
of assets by the Borrower or any Restricted Subsidiary during such period or the application of recapitalization or purchase accounting);


 


(d)    solely
for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 7.05(a),
the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) (i) to the extent that the declaration or
payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination
permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of
the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar
distributions has been legally waived (or the Borrower reasonably believes such restriction could be waived and is using commercially
reasonable efforts to pursue such waiver) and (ii) the amount of dividends or other distributions or other payments actually paid
in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents), or the amount that could have been paid
in cash or Cash Equivalents without violating any such restriction or requiring any



    	31



    	



    

 such approval, to such Person or a Restricted
Subsidiary thereof in respect of such period, to the extent not already included therein;


 


(e)    the
amount deducted as tax expense in determining Consolidated Net Income to the extent in excess of the sum of, without duplication,
(i) cash taxes paid in such period and (ii) Permitted Tax Distributions made in such Period; and


 


(f)    cash
receipts in respect of Hedge Agreements during such fiscal year to the extent not otherwise included in such Consolidated Net Income;
minus


 


(2)    the
sum, without duplication, of:


 


(a)    an
amount equal to the amount of all non-cash gains and credits (including, to the extent constituting non-cash gains and credits,
amortization of deferred revenue acquired as a result of any Permitted Acquisition or other investment permitted hereunder) included
in arriving at such Consolidated Net Income (but excluding any non-cash gains or credit to the extent representing the reversal
of an accrual or reserve described in clause (1)(b) above) and cash losses, charges (including any reserves or accruals
for potential cash charges in any future period), expenses, costs and fees excluded by virtue of the definition of “Consolidated
Net Income”;


 


(b)    without
duplication of amounts deducted pursuant to clause (k), (n) or (o) below in prior fiscal years, the amount of Capital Expenditures,
Capitalized Software Expenditures or acquisitions of intellectual property made in cash during such period, in each case except
to the extent financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of
the Borrower or any Restricted Subsidiary (unless such Indebtedness has been repaid);


 


(c)    the
aggregate amount of all principal payments of Indebtedness of the Borrower and the Restricted Subsidiaries (including (i) the principal
component of payments in respect of Capitalized Lease Obligations, (ii) all scheduled principal repayments of Loans, Permitted
Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness (or any Indebtedness representing Refinancing Indebtedness
of any of the foregoing in accordance with the corresponding provisions of the governing documentation thereof), in each case to
the extent such payments are permitted hereunder and actually made and (iii) the amount of any scheduled repayment of Term Loans
pursuant to Section 2.07, mandatory prepayment of Term Loans pursuant to Section 2.05(2)(b) (or any Indebtedness
representing Refinancing Indebtedness of any of the foregoing in accordance with the corresponding provisions of the governing
documentation thereof), any mandatory Discharge of Permitted Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness
(or any Indebtedness representing Refinancing Indebtedness of any of the foregoing in accordance with the corresponding provisions
of the governing documentation thereof) pursuant to the corresponding provisions of the governing documentation thereof, in each
case, to the extent required due to an Asset Sale or Casualty Event that resulted in an increase to Consolidated Net Income for
such period and not in excess of the amount of such increase, but excluding (x) all other prepayments of Term Loans, (y) all prepayments
of Revolving Loans and all prepayments in respect of any other revolving credit facility, except to the extent there is an equivalent
permanent reduction in commitments thereunder and (z) payments on any Junior Financing, except in each case to the extent permitted
to be paid pursuant to Section 7.05) made during such period, in each case, except to the extent financed with the proceeds
of Funded Debt (other than any Indebtedness under any revolving credit facilities) of the Borrower or any Restricted Subsidiary
(unless such Indebtedness has been repaid);


 


(d)    an
amount equal to the aggregate net non-cash gain on Asset Sales outside the ordinary course of business by the Borrower or any Restricted
Subsidiary during such period to the extent included in arriving at such Consolidated Net Income and the net cash loss on Asset
Sales to the extent otherwise added to arrive at Consolidated Net Income;



    	32



    	



    


(e)    increases
in Consolidated Working Capital (except as a result of the reclassification of items from short-term to long-term or vice versa)
and, without duplication, increases in long-term accounts receivable and decreases in the long-term portion of deferred revenue
(except as a result of the reclassification of items from short-term to long-term or vice versa), in each case, for such period
(other than any such increases or decreases, as applicable, arising from acquisitions or Asset Sales outside the ordinary course
by the Borrower or any Restricted Subsidiary during such period or the application of recapitalization or purchase accounting);


 


(f)    (i)
cash payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower
and the Restricted Subsidiaries (other than Indebtedness) to the extent such payments are not expensed during such period or are
not deducted in calculating Consolidated Net Income or (ii) non-cash charges incurred in a prior period to the extent such charges
did not reduce Excess Cash Flow in such prior period;


 


(g)    without
duplication of amounts deducted pursuant to clause (k), (n) or (o) below in prior fiscal years, the aggregate amount of cash consideration
paid by the Borrower and the Restricted Subsidiaries (on a consolidated basis) in connection with investments made during such
period (including Permitted Acquisitions, investments constituting Permitted Investments and investments made pursuant to Section
7.05 (in each case, excluding investments in Cash Equivalents)), except to the extent such investments were financed with the proceeds
of Funded Debt (other than any Indebtedness under any revolving credit facilities) of the Borrower or any Restricted Subsidiary
(unless such Indebtedness has been repaid),


 


(h)    without
duplication of amounts deducted pursuant to clause (k), (n) or (o) below in prior fiscal years, the aggregate amount of Restricted
Payments paid in cash during such period (other than Restricted Payments made pursuant to Section 7.05(b)(15)), except to
the extent such Restricted Payments were financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving
credit facilities) of the Borrower or any Restricted Subsidiary (unless such Indebtedness has been repaid);


 


(i)    without
duplication of amounts deducted pursuant to clause (k), (n) or (o) below in prior fiscal years, the aggregate amount of expenditures
(including expenditures for the payment of financing fees, fees, costs, charges and expenses) paid in cash during such period to
the extent that such expenditures are not expensed during such period or are not deducted in calculating Consolidated Net Income,
except to the extent such expenditures were financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving
credit facilities) of the Borrower or any Restricted Subsidiary (unless such Indebtedness has been repaid);


 


(j)    the
aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries
during such period that are made in connection with any prepayment or redemption of Indebtedness to the extent (x) such premium,
make-whole or penalty payments were not expensed during such period or are not deducted in calculating Consolidated Net Income
and (y) such prepayments or redemptions reduced Excess Cash Flow pursuant to clause (2)(c) above or reduced the mandatory
prepayment required by Section 2.05(2)(a);


 


(k)    without
duplication of amounts deducted from Excess Cash Flow in other periods, and at the option of the Borrower, the aggregate consideration
required to be paid in cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract
Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or similar investments
permitted by the terms of this Agreement, Capital Expenditures, Restricted Payments permitted by clauses (1), (2), (3), (4), (14)(h),
(16), (19), (21) and (22) of Section 7.05(b), acquisitions of intellectual property or Permitted Tax Distributions, in each case,
to be consummated or made, as applicable, during the period of two consecutive fiscal quarters of the Borrower following the end
of such period (except to the extent financed with the proceeds of 



    	33



    	



    

Funded Debt (other than Indebtedness under any revolving credit
facilities) of the Borrower or any Restricted Subsidiary (unless such Indebtedness has been repaid)); provided that to the
extent that the aggregate amount (excluding in each case any amount financed with the proceeds of Funded Debt (other than Indebtedness
under any revolving credit facilities) of the Borrower or any Restricted Subsidiary) of such Permitted Acquisitions or other investments,
Capital Expenditures, Restricted Payments, acquisitions of intellectual property or Permitted Tax Distributions during such following
period of two consecutive fiscal quarters of the Borrower is less than the Contract Consideration (excluding in each case any amount
financed with the proceeds of Funded Debt (other than Indebtedness under any revolving credit facilities) of the Borrower or any
Restricted Subsidiary), the amount of such shortfall shall be added to the calculation of Excess Cash Flow, at the end of such
period;


 


(l)    without
duplication of amounts deducted pursuant to clause (k), (n) or (o) of this clause (2) to the definition of Excess Cash Flow in
prior fiscal years, the amount of cash taxes (including penalties and interest) paid or tax reserves set aside or payable (without
duplication) in such period, plus the amount of Permitted Tax Distributions made in such period under Section 7.05(b)(14),
to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period;


 


(m)    cash
expenditures in respect of Hedging Obligations during such fiscal year to the extent not deducted in arriving at such Consolidated
Net Income;


 


(n)    any
fees, expenses or charges incurred during such period (including the Transaction Expenses), or any amortization thereof for such
period, in connection with any acquisition, investment, disposition, incurrence or repayment of Indebtedness, issuance of Equity
Interests, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification
of this Agreement and the other Loan Documents) and including, in each case, any such transaction consummated prior to the Closing
Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such
period as a result of any such transaction, in each case whether or not successful (which amounts to the extent incurred but not
yet paid during such period, if so deducted in accordance with this clause (n), shall not affect the calculation of Excess
Cash Flow in any future period); and


 


(o)    at
the option of the Borrower, any amounts in respect of investments (including Permitted Acquisitions, Investments constituting Permitted
Investments and Investments made pursuant to Section 7.05) that could have been deducted pursuant to clause (g) above
if made in such period, but which are made after the end of such period and prior to the date upon which a mandatory prepayment
for such period would be required under Section 2.05(2)(a) (which amounts, if so deducted in accordance with this clause
(o), shall not affect the calculation of Excess Cash Flow in any future period).


 


For purposes
of calculating Excess Cash Flow for any period, for each Permitted Acquisition or other similar acquisition permitted hereunder
consummated during any such period, (x) the Consolidated Net Income of a target of any Permitted Acquisition shall be included
in such calculation only from and after the date of the consummation of such Permitted Acquisition and (y) for the purposes of
calculating Consolidated Working Capital, at the election of Borrower, the (A) total assets of a target of such Permitted Acquisition
(other than cash and Cash Equivalents), as calculated as at the date of consummation of the applicable Permitted Acquisition, which
may properly be classified as current assets on a consolidated balance sheet of Borrower and the Restricted Subsidiaries in accordance
with GAAP (assuming, for the purpose of this clause (A), that such Permitted Acquisition has been consummated) and (B) the
total liabilities of Borrower and the Restricted Subsidiaries, as calculated as at the date of consummation of the applicable Permitted
Acquisition, which may properly be classified as current liabilities (other than the current portion of any long term liabilities
and accrued interest thereon) on a consolidated balance sheet of Borrower and the Restricted Subsidiaries in accordance with GAAP
(assuming, for the 



    	34



    	



    

purpose of this clause (B), that such Permitted Acquisition has been consummated), shall, in the case
of both immediately preceding clauses (A) and (B), be calculated as the difference between the Consolidated Working
Capital at the end of the applicable fiscal year from the date of consummation of the Permitted Acquisition or other similar acquisition
permitted hereunder.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Excluded Affiliate”
means any Affiliates of the Arrangers that are engaged as principals primarily in private equity, mezzanine financing or venture
capital.


 


“Excluded
Assets” means (i) any fee-owned real property (other than Material Real Property) and any leasehold interest in real
property (it being understood that there shall be no requirement to obtain any landlord waivers, estoppels or collateral access
letters), (ii) motor vehicles and other assets subject to certificates of title, except to the extent a security interest therein
can be perfected by the filing of a UCC financing statement, (iii) all commercial tort claims that are not expected to result in
a judgment or settlement payment in excess of $5,000,000 (as determined by the Borrower in good faith), (iv) any governmental or
regulatory licenses, authorizations, certificates, charters, franchises, approvals and consents (whether Federal, State or otherwise)
to the extent a security interest therein is prohibited or restricted thereby or requires any consent or authorization from a Governmental
Authority not obtained (without any requirement to obtain such consent or authorization) other than to the extent such prohibition
or restriction is ineffective under the UCC notwithstanding such prohibition or restriction; provided
that the Proceeds of any of the assets or property referred to in this clause (iv) that would not otherwise constitute Excluded
Property (but would otherwise constitute Collateral) shall be considered to be Collateral, (v) assets to the extent the pledge
thereof or grant of security interests therein (x) is prohibited or restricted by any applicable Law, rule or regulation, (y) would
cause the destruction, invalidation or abandonment of such asset under applicable Law (solely with respect to any intellectual
property), or (z) requires any consent, approval, license or other authorization of any third party (other than the Borrower or
its Subsidiaries) pursuant to a contract binding on such asset (provided that such requirement existed on the Closing Date
or at the time of the acquisition of such asset and was not incurred in contemplation thereof (other than in the case of capital
leases and purchase money financings)) or Governmental Authority not obtained (without any requirement to obtain
such consent, approval, license or other authorization) after giving effect to the anti-assignment provisions of the UCC;
provided that the Proceeds of any of the assets or property referred to in this clause (v) that would
not otherwise constitute Excluded Property (but would otherwise constitute Collateral) shall be considered to be Collateral, (vi)
margin stock and Equity Interests in any Person other than the wholly owned Restricted Subsidiaries and, until such time as a perfected
security interest for the benefit of the Collateral Agent is required to be established under the Collateral Documents, the Borrower,
(vii) Equity Interests in Immaterial Subsidiaries and Excluded Subsidiaries (other than first tier CFCs and first tier CFC Holdcos
that are both Restricted Subsidiaries and Material Subsidiaries; provided that in the case of any first tier CFC or first
tier CFC Holdco, the pledge of the Equity Interests of such Material Subsidiary shall be subject to clause (viii) below),
(viii) Equity Interests in excess of 65% of the total issued and outstanding Equity Interests of a CFC or CFC Holdco, (ix) any
lease, license or agreement (not otherwise subject to clause (iv) above) or any property that is subject to a purchase money
security interest or similar arrangement, in each case permitted by this Agreement, to the extent that a grant of a security interest
therein (x) would violate or invalidate such lease, license or agreement or purchase money security interest or similar arrangement
or create a right of termination in favor of any other party thereto (other than the Borrower or any of its Subsidiaries) after
giving effect to the applicable anti-assignment provisions of the UCC or (y) would require governmental or regulatory approval,
consent or authorization not obtained (without any requirement to obtain such approval, consent or authorization); provided
that the Proceeds of any of the assets or property referred to in this clause (ix) that would not otherwise constitute Excluded
Property (but would otherwise constitute Collateral) shall be considered to be Collateral, (x) letter of credit rights, except
to the extent perfection of the security interest therein is accomplished by the filing of a UCC financing statement, (xi) any
intent-to-use trademark applications filed in the United States Patent and Trademark Office, pursuant to Section 1(b) of the Lanham
Act, 15 U.S.C. Section 1051, prior to the accepted filing of a “Statement of Use” or an accepted filing of an “Amendment
to Allege Use” to the extent that, and solely during the period in which, the grant of a security interest therein prior
to such accepted filing would impair the validity or enforceability of such intent-to-use trademark applications or the resulting
trademark registrations under applicable federal law, (xii) assets where the burden or cost (including any adverse tax consequences
to the Borrower, any Parent Company or any Restricted Subsidiary) of obtaining a security interest therein or perfection thereof
exceeds the practical benefit to the Lenders 



    	35



    	



    

afforded thereby as reasonably determined between the Borrower and the Administrative
Agent, (xiii) any assets to the extent a security interest in such assets or perfection thereof would result in material adverse
tax consequences to the Borrower, any Parent Company or any Restricted Subsidiary as reasonably determined by the Borrower in good
faith, in consultation with the Administrative Agent, (xiv) any assets located in or governed by any non-U.S. jurisdiction law
or regulation (including any intellectual property to the extent registered in a non-U.S. jurisdiction, but excluding (x) certificated
Equity Interests and intercompany Indebtedness of Foreign Subsidiaries and certain disregarded entities otherwise required to be
pledged pursuant to the Collateral Documents and (y) assets that can be perfected by the filing of a UCC financing statement or
by the filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office),
(xv) cash and Cash Equivalents (except to the extent constituting identifiable Proceeds of Collateral which is perfected by the
filing of a UCC financing statement), deposit, securities, commodities and other accounts, securities entitlements and related
assets held in such account except, in each case, to the extent a security interest therein is perfected by filing of a UCC financing
statement and other than any Cash Collateral, Cash Collateral Account or other cash or assets deposited with a Secured Party as
Collateral, (xvi) escrowed or restricted cash held pursuant to Loan Origination Agreements, Servicing Agreements and/or Merchant
Program Agreements, and (xvii) custodial deposit accounts established and maintained at financial institutions for the benefit
of program participants or individual Bank Partners for the purpose of holding amounts to be disbursed or collections in respect
of loans serviced by a Grantor. As used in this definition, “Proceeds” has the meaning assigned to such term in the
Security Agreement. Notwithstanding anything to the contrary in any Loan Document, it is understood that any loan originated by
a Bank Partner and any interest of a Bank Partner therein, to the extent such loan or interest has not been sold, assigned or otherwise
transferred to the Borrower or a Restricted Subsidiary, shall not constitute Collateral.


 


“Excluded Contribution”
means net cash proceeds or the fair market value of marketable securities or the fair market value of Qualified Proceeds received
by the Borrower from (1) contributions to its common equity capital; (2) dividends, distributions, fees and other payments from
any joint ventures that are not Restricted Subsidiaries; and (3) the sale (other than to a Restricted 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 and that are excluded from the calculation set forth in clause (3)
of Section 7.05(a); provided that Excluded Contributions shall not include Cure Amounts.


 


“Excluded Proceeds”
means, with respect to any Asset Sale or Casualty Event, the sum of, (1) any Net Proceeds therefrom that constitute Declined Proceeds
and (2) any Net Proceeds therefrom that otherwise are waived by the Required Facility Lenders from the requirement to be applied
to prepay the applicable Term Loans pursuant to Section 2.05(2)(b).


 


“Excluded Subsidiaries”
means all of the following, and “Excluded Subsidiary” means any of them:


 


(1)    any
Subsidiary that is not a direct, wholly owned Subsidiary of a Loan Party;


 


(2)    any
Foreign Subsidiary;


 


(3)    any
CFC Holdco;


 


(4)    any
Domestic Subsidiary that is a Subsidiary of any CFC or CFC Holdco;


 


(5)    any
Subsidiary (including any regulated entity that is subject to net worth or net capital or similar capital and surplus restrictions)
that is prohibited or restricted by applicable Law or by Contractual Obligation (including in respect of assumed Indebtedness permitted
hereunder) existing on the Closing Date (or, with respect to any Subsidiary acquired by the Borrower or a Restricted Subsidiary
after the Closing Date (and so long as such Contractual Obligation was not incurred in contemplation of such acquisition), on the
date such Subsidiary is so acquired) from providing a Guaranty or if such Guaranty would require governmental (including regulatory)
or third party (other than any Loan Party or their respective Subsidiaries) consent, approval, license or authorization;



    	36



    	



    


(6)    any
Securitization Subsidiary or any special purpose vehicle (or similar entity) formed for other permitted off-balance sheet financing;


 


(7)    any
Captive Insurance Subsidiary or not-for-profit Subsidiary;


 


(8)    any
Subsidiary that is not a Material Subsidiary;


 


(9)    any
Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the burden or cost (including
any adverse tax consequences) of providing the Guaranty will outweigh the benefits to be obtained by the Lenders therefrom;


 


(10)    any
Unrestricted Subsidiary; and


 


(11)    any
other Subsidiaries as mutually agreed between the Borrower and the Administrative Agent.


 


“Excluded Swap
Obligation” means, with respect to any Loan Party, (a) any obligation to pay or perform under any agreement, contract,
or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (each such
obligation, a “Swap Obligation”), if, and to the extent that, all or a portion of the guarantee of such Loan
Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is
or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission
(or the application or official interpretation of any thereof) (i) by virtue of such Loan Party’s failure for any reason
to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder
(determined after giving effect to Section 3.02 of the Guaranty and any other “keepwell, support or other agreement”
for the benefit of such Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act) at the time the
guarantee of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such Swap
Obligation, or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the
Commodity Exchange Act, because such Loan Party is a “financial entity”, as defined in section 2(h)(7)(C) of the Commodity
Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Loan Party becomes or would
become effective with respect to such Swap Obligation, or (b) any other Swap Obligation designated as an “Excluded Swap Obligation”
of such Loan Party as specified in any agreement between the relevant Loan Parties and hedge counterparty applicable to such Swap
Obligations. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only
to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest becomes excluded
in accordance with the first sentence of this definition.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment
to a Recipient:


 


(1)    any
tax imposed on (or measured by) such Recipient’s net income (however denominated) or franchise taxes, imposed by a jurisdiction
(i) as a result of such Recipient being organized under the laws of or having its principal office or, in the case of any Lender,
applicable Lending Office located in such jurisdiction or (ii) as a result of any other present or former connection between such
Recipient and the jurisdiction (including as a result of such Recipient carrying on a trade or business, having a permanent establishment
or being a resident for tax purposes in such jurisdiction), other than a connection arising solely from such Recipient having executed,
delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security
interest under, engaged in any other transaction pursuant to, or sold or assigned an interest in, any Loan or Loan Document;


 


(2)    any
branch profits tax under Section 884(a) of the Code, or any similar tax imposed by any jurisdiction described in clause (1);



    	37



    	



    


(3)    other
than with respect to and to the extent that any Lender becomes a party hereto pursuant to the Borrower’s request under Section
3.07, any U.S. federal tax that is withheld or required to be withheld on amounts payable to or for the account of a Lender
with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date such Lender (i) acquires
such interest in the applicable Loan or Commitment, or (ii) designates a new Lending Office except, in the case of a Lender that
designates a new Lending Office or is an assignee, to the extent that such Lender (or its assignor, if any) was entitled, immediately
prior to the time of designation of a new Lending Office (or assignment), to receive additional amounts from a Loan Party with
respect to such U.S. federal tax pursuant to Section 3.01;


 


(4)    any
withholding tax attributable to such Lender’s failure to comply with Section 3.01(3); and


 


(5)    any
withholding tax imposed under FATCA.


 


“Existing Credit
Agreement” means that certain Credit Agreement, dated as of February 10, 2017, among GreenSky, LLC, the lenders party
thereto from time to time and JPMorgan, as administrative agent, as amended, restated or otherwise modified from time to time.


 


“Existing Revolving
Class” has the meaning specified in Section 2.16(2).


 


“Existing Stockholders”
means (a) David Zalik, together with his Immediate Family Members; (b) Financial Technology Investors, LLC and its Controlled Investment
Affiliates; (c) Founders Technology Investors, LLC and its Controlled Investment Affiliates; (d) GS Investment Holdings, LLC and
its Controlled Investment Affiliates; (e) TPG Georgia Holdings, L.P. and its Controlled Investment Affiliates; (f) Robert Sheft,
together with his Family Group; and (g) QED Fund II, LLC and its Controlled Investment Affiliates.


 


“Existing Term
Loan Class” has the meaning specified in Section 2.16(1).


 


“Extended Revolving
Commitments” has the meaning specified in Section 2.16(2).


 


“Extended Term
Loans” has the meaning specified in Section 2.16(1).


 


“Extending
Lender” means an Extending Revolving Lender or an Extending Term Lender, as the case may be.


 


“Extending
Revolving Lender” has the meaning specified in Section 2.16(3).


 


“Extending
Term Lender” has the meaning specified in Section 2.16(3).


 


“Extension”
means the establishment of an Extension Series by amending a Loan pursuant to Section 2.16 and the applicable Extension
Amendment.


 


“Extension
Amendment” has the meaning specified in Section 2.16(4).


 


“Extension
Election” has the meaning specified in Section 2.16(3).


 


“Extension
Minimum Condition” means a condition to consummating any Extension that a minimum amount (to be determined and specified
in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.


 


“Extension
Request” means any Term Loan Extension Request or any Revolving Extension Request, as the case may be.



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“Extension
Series” means any Term Loan Extension Series or a Revolving Extension Series, as the case may be.


 


“Facilities”
means the Closing Date Term Loans, the Revolving Facility, a given Extension Series of Extended Revolving Commitments, a given
Class of Other Term Loans, a given Extension Series of Extended Term Loans, a given Class of Incremental Term Loans, any Other
Revolving Loan (or Commitment) or a given Class of Replacement Loans, as the context may require, and “Facility”
means any of them.


 


“fair market
value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined
by the Borrower in good faith.


 


“FATCA”
means Sections 1471 through 1474 of the Code as in effect on the date hereof or any amended or successor version thereof that is
substantively comparable and not materially more onerous to comply with (and, in each case, any current or future regulations promulgated
thereunder or official interpretations thereof), any applicable intergovernmental agreement entered into in respect thereof, and
any provision of law or administrative guidance implementing or interpreting such provisions, including any agreements entered
into pursuant to any such intergovernmental agreement or Section 1471(b)(1) of the Code as of the date hereof (or any amended or
successor version described above).


 


“FCPA”
has the meaning specified in Section 5.01.


 


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


 


“Financial
Covenant” means the covenant specified in Section 7.11(1).


 


“Financial
Covenant Event of Default” has the meaning specified in Section 8.01(2).


 


“Financial
Officer” means, with respect to a Person, the chief financial officer, accounting officer, treasurer, controller or other
senior financial or accounting officer of such Person, as appropriate.


 


“First Lien
Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Secured Debt outstanding
as of the last day of such Test Period, minus the aggregate amount of cash and Cash Equivalents of the Borrower and the
Restricted Subsidiaries on such date that does not (and is not required to) appear as “restricted” on a consolidated
balance sheet of the Borrower and the Restricted Subsidiaries (other than the Net Cash Proceeds of a Permitted Equity Issuance
applied as a Cure Amount) to (b) Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for such Test Period, in each
case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with Section 1.07.


 


“First Lien
Obligations” means the Obligations, the Permitted Incremental Equivalent Debt and the Credit Agreement Refinancing Indebtedness,
in each case, that are, or purported to be, secured by the Collateral on an equal priority basis (but without regard to the control
of remedies) with liens on the Collateral securing the Closing Date Term Loans. For the avoidance of doubt, “First Lien Obligations”
shall include the Closing Date Term Loans.


 


“First Lien/Second
Lien Intercreditor Agreement” means, to the extent executed in connection with the incurrence of Indebtedness secured
by Liens on the Collateral which are intended to rank junior in priority to the Liens on the Collateral securing the First Lien
Obligations under this Agreement (but without regard to the control of remedies), at the option of the Borrower and the Administrative
Agent acting together in good faith, either (a) an intercreditor agreement substantially in the form of Exhibit G-2 or (b)
a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which
agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior in priority to the Liens
on the



    	39



    	



    

 Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), in
each case with such modifications thereto as the Administrative Agent and the Borrower may agree.


 


“Flood Insurance
Laws” means, collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National
Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute
thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the
Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.


 


“floor”
means, with respect to any reference rate of interest, any fixed minimum amount specified for such rate.


 


“Foreign Asset
Sale” has the meaning specified in Section 2.05(2)(h).


 


“Foreign Casualty
Event” has the meaning specified in Section 2.05(2)(h).


 


“Foreign Lender”
means a Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code.


 


“Foreign Plan”
means any employee benefit plan, program or agreement maintained or contributed to by, or entered into with the Borrower or any
Subsidiary of the Borrower primarily with respect to employees employed outside the United States (other than benefit plans, programs
or agreements that are mandated by applicable Laws or subject to ERISA).


 


“Foreign Subsidiary”
means any direct or indirect Restricted Subsidiary of the Borrower that is not a Domestic Subsidiary.


 


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


 


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


 


“Funded Debt”
means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from
the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person,
to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or
lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.


 


“GAAP”
means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant
segment of the accounting profession, as in effect from time to time.


 


Notwithstanding the
foregoing, if at any time any change occurs after the Closing Date in GAAP or in the application thereof on the computation of
any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and the Borrower
shall so request (regardless of whether any such request is given before or after such change), the Administrative Agent, the Lenders
and the Borrower will negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio, requirement
or covenant to preserve the original intent thereof in light of such change in GAAP; provided, further, that until
so amended, (a) such ratio, requirement or covenant shall continue to be computed in accordance with GAAP prior to such change




    	40



    	



    

therein and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents
required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP. Notwithstanding any other provision contained herein the amount of any Indebtedness
under GAAP with respect to Capitalized Lease Obligations and Attributable Indebtedness shall be determined in accordance with the
definition of Capitalized Lease Obligations and Attributable Indebtedness, respectively.


 


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


 


“Granting Lender”
has the meaning specified in Section 10.07(g).


 


“guarantee”
means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct
or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness or other obligations.


 


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


 


“Guarantor”
has the meaning specified in clause (2) of the definition of “Collateral and Guarantee Requirement”. For avoidance
of doubt, the Borrower may, in its sole discretion, cause any Parent Company or Restricted Subsidiary that is not required to be
a Guarantor to Guarantee the Obligations by causing such Parent Company or Restricted Subsidiary to execute a joinder to the Guaranty
(substantially in the form provided therein or as the Administrative Agent, the Borrower and such Guarantor may otherwise agree),
and any such Parent Company or Restricted Subsidiary shall be a Guarantor hereunder for all purposes; provided that (i)
in the case of any Parent Company or Restricted Subsidiary organized in a foreign jurisdiction, the Administrative Agent shall
be reasonably satisfied with the jurisdiction of organization of such Parent Company or Restricted Subsidiary and (ii) the Administrative
Agent shall have received at least two (2) Business Days prior to the effectiveness of such joinder (or such later date as reasonably
agreed by the Administrative Agent) all documentation and other information in respect of such Guarantor required under applicable
“know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.


 


“Guaranty”
means (a) the Guaranty substantially in the form of Exhibit E made by each Subsidiary Guarantor, (b) each other guaranty
and guaranty supplement delivered pursuant to Section 6.11 and (c) 



    	41



    	



    

each other guaranty and guaranty supplement delivered
by any Parent Company or Restricted Subsidiary pursuant to the second sentence of the definition of “Guarantor”.


 


“Hazardous
Materials” means all explosive or radioactive substances or wastes, and all other substances, wastes, pollutants and
contaminants and chemicals in any form, including petroleum or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas and infectious or medical wastes, to the extent any of the foregoing are regulated pursuant
to, or can form the basis for liability under, any Environmental Law.


 


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


 


“Hedge Bank”
means any Person party to a Secured Hedge Agreement that is an Agent, a Lender, an Arranger or an Affiliate of any of the foregoing
on the Closing Date or at the time it enters into such Secured Hedge Agreement, in its capacity as a party thereto, whether or
not such Person subsequently ceases to be an Agent, a Lender, an Arranger or an Affiliate of any of the foregoing.


 


“Hedging Obligations”
means, with respect to any Person, the obligations of such Person under any Hedge Agreement. For the avoidance of doubt, any Permitted
Convertible Indebtedness Call Transaction will not constitute Hedging Obligations.


 


“Honor Date”
has the meaning specified in Section 2.03(3)(a).


 


“Identified
Participating Lenders” has the meaning specified in Section 2.05(1)(e)(C)(3).


 


“Identified
Qualifying Lenders” has the meaning specified in Section 2.05(1)(e)(D)(3).


 


“Immaterial
Subsidiary” means any Restricted Subsidiary of the Borrower that is not a Material Subsidiary.


 


“Immediate
Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote
descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law,
son-in-law and daughter-in-law (including, in each case, adoptive relationships) and any trust, partnership or other bona fide
estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund
that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.


 


“Incremental
Amendment” has the meaning specified in Section 2.14(5).


 


“Incremental
Amounts” has the meaning specified in clause (1) of the definition of Refinancing Indebtedness.


 


“Incremental
Commitments” has the meaning specified in Section 2.14(1).


 


“Incremental
Facility Closing Date” has the meaning specified in Section 2.14(4).



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“Incremental
Lenders” has the meaning specified in Section 2.14(3).


 


“Incremental
Loan” has the meaning specified in Section 2.14(2).


 


“Incremental
Loan Request” has the meaning specified in Section 2.14(1).


 


“Incremental
Revolving Commitments” has the meaning specified in Section 2.14(1).


 


“Incremental
Revolving Lender” has the meaning specified in Section 2.14(3).


 


“Incremental
Term Commitments” has the meaning specified in Section 2.14(1).


 


“Incremental
Term Lender” has the meaning specified in Section 2.14(3).


 


“Incremental
Term Loan” has the meaning specified in Section 2.14(2).


 


“Indebtedness”
means, with respect to any Person, without duplication:


 


(1)    any
indebtedness (including principal and premium) of such Person, whether or not contingent: (a) in respect of borrowed money; (b)(i)
evidenced by bonds, notes, debentures or similar instruments or (ii) letters of credit or bankers’ acceptances (or, without
duplication, reimbursement agreements in respect thereof), except to the extent any such letter of credit or bankers’ acceptance
relate to trade payables and such amounts owing thereunder are satisfied within 60 days of incurrence; (c) representing the deferred
and unpaid balance of the purchase price of any property (including Capitalized Lease Obligations) due more than twelve months
after such property is acquired, except (i) any such balance that constitutes an obligation in respect of a commercial letter of
credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii)
any earn-out obligations until such obligation is reflected as a liability on the balance sheet (excluding any footnotes thereto)
of such Person in accordance with GAAP and is not paid within 60 days after becoming due and payable and (iii) accruals for payroll
and other liabilities accrued in the ordinary course of business; or (d) representing the net obligations under any Hedging Obligations;
if and to the extent that any of the foregoing Indebtedness (other than obligations in respect of letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance
with GAAP; provided that Indebtedness of any Parent Company appearing upon the balance sheet of the Borrower solely by reason
of push-down accounting under GAAP will be excluded;


 


(2)    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 (1) of this definition of a third 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


 


(3)    to
the extent not otherwise included, the obligations of the type referred to in clause (1) of this definition of a third Person
secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided
that the amount of such Indebtedness will be the lesser of (i) the fair market value of such asset encumbered thereby at such date
of determination as determined by such Person in good faith and (ii) the unpaid amount of such Indebtedness of such other Person;


 


provided that
notwithstanding the foregoing, Indebtedness will be deemed not to include:


 


(i)Contingent
Obligations incurred in the ordinary course of business or consistent with industry practice;



    	43



    	



    


(ii)reimbursement
obligations under commercial letters of credit (provided that unreimbursed amounts under commercial letters of credit will
be counted as Indebtedness three (3) Business Days after such amount is drawn);


 


(iii)other
than with respect to the relevant Securitization Subsidiary, obligations under or in respect of Qualified Securitization Facilities;


 


(iv)accrued
expenses;


 


(v)deferred
or prepaid revenues;


 


(vi)asset
retirement obligations and obligations in respect of reclamation and workers compensation (including pensions and retiree medical
care); and


 


(vii)obligations
to fund escrows, loss reserves and similar items with respect to the Bank Partner Loan Portfolio;


 


provided, further, that
Indebtedness will be calculated without giving effect to the effects of Accounting Standards Codification Topic No. 815, Derivatives
and Hedging, and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness
for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness;
provided further, however, that, notwithstanding the foregoing, (A) intercompany Indebtedness owed to any Loan Party
or Restricted Subsidiary and obligations to the extent constituting Indebtedness that is expressly non-recourse to such Person
shall not constitute “Indebtedness” for purposes of the calculation of Consolidated First Lien Secured Debt, Consolidated
Secured Debt or Consolidated Total Debt or for purposes of Section 8.01(5) and (B) in no event shall the following constitute Indebtedness:
(x) obligations to fund escrows, loss reserves and similar items with respect to the Bank Partner Loan Portfolios, trade accounts
payable (to the extent not more than 60 days past due), deferred revenues, liabilities associated with customer prepayments and
deposits and any such obligations incurred under ERISA, in each case incurred in the ordinary course of business, (y) operating
leases, (z) customary obligations under employment agreements and deferred compensation and (z) deferred revenue and deferred tax
liabilities.


 


“Indemnified
Liabilities” has the meaning specified in Section 10.05.


 


“Indemnitees”
has the meaning specified in Section 10.05.


 


“Independent
Assets or Operations” means, with respect to any Parent Company, as of any date of determination, that Parent Company’s
total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding
in each case amounts related to its investment in the Borrower and the Restricted Subsidiaries), determined in accordance with
GAAP and that would be reflected on a balance sheet of such Parent Company prepared as of such date, is more than 3.0% of such
Parent Company’s corresponding consolidated amount.


 


“Independent
Financial Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing
that, in the good faith judgment of the Borrower, is qualified to perform the task for which it has been engaged.


 


“Information”
has the meaning specified in Section 10.09.


 


“Intellectual
Property Security Agreements” has the meaning specified in the Security Agreement.


 


“Intercompany
Note” means the Intercompany Note, dated as of the Closing Date, substantially in the form of Exhibit Q executed
by the Borrower and each Restricted Subsidiary of the Borrower party thereto.



    	44



    	



    


“Intercreditor
Agreement” means any First Lien/Second Lien Intercreditor Agreement and any Equal Priority Intercreditor Agreement that
may be executed from time to time.


 


“Interest Payment
Date” means, (a) as to any Loan of any Class other than a Base Rate Loan, the last day of each Interest Period applicable
to such Loan and the applicable Maturity Date of the Loans of such Class; provided that if any Interest Period for a Eurodollar
Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; and (b) as to any Base Rate Loan of any Class, the last Business Day of each March, June, September
and December and the applicable Maturity Date of the Loans of such Class.


 


“Interest Period”
means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to
or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent consented
to by each applicable Lender, twelve months (or such period of less than one month as may be consented to by each applicable Lender),
as selected by the Borrower in its Committed Loan Notice; provided that:


 


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


 


(2)    any
Interest Period (other than an Interest Period having a duration of less than one month) that begins on the last Business Day of
a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and


 


(3)    no
Interest Period shall extend beyond the applicable Maturity Date for the Class of Loans of which such Eurodollar Rate Loan is a
part.


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places
as the LIBO 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 LIBO Screen Rate for the longest
period for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen
Rate for the shortest period (for which that LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each
case, at such time.


 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent)
by S&P, or an equivalent rating by any other Rating Agency selected by the Borrower.


 


“Investment
Grade Securities” means:


 


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


 


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


 


(3)    investments
in any fund that invests substantially all of its assets in investments of the type described in clauses (1) and (2)
of this definition which fund may also hold immaterial amounts of cash pending investment or distribution; and


 


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



    	45



    	



    


“Investments”
means, 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, credit card and debit card receivables,
trade credit, advances to customers, commission, travel and similar advances to employees, directors, officers, members of management,
consultants and independent contractors, in each case made in the ordinary course of business or consistent with industry practice),
purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person.
For purposes of the definitions of “Permitted Investments” and “Unrestricted Subsidiary” and Section
7.05, (1) “Investments” will 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
will 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, minus (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 (2) any property transferred to or from an Unrestricted Subsidiary will
be valued at its fair market value at the time of such transfer; provided that, in the event that any Investment is made by the
Borrower or any Restricted Subsidiary in any Person through substantially concurrent interim transfers of any amount through any
other Restricted Subsidiaries, then such other substantially concurrent interim transfers shall be disregarded for purposes of
Section 7.05 if the Borrower or such Restricted Subsidiary would have been permitted to make such Investment directly in such Person
pursuant to Section 7.05. The amount of any Investment outstanding as of any time shall be the original cost of such Investment
(which, in the case of any Investment constituting the contribution of an asset or property, shall be based on the Borrower’s
good faith estimate of the fair market value of such asset or property at the time such Investment is made) plus the cost of all
additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect
to such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received
in cash by the Borrower or a Restricted Subsidiary in respect of such Investment.


 


“IP Rights”
has the meaning specified in Section 5.15.


 


“IPO”
means any transaction whereby, or upon the consummation of which, the Borrower’s, or any Parent Company’s common Equity
Interests are, or may thereafter be, offered or sold (whether through an initial primary underwritten public offering or in connection
with or solely pursuant to a secondary public offering, but other than a public offering pursuant to a registration statement on
Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act.


 


“IRS”
means the Internal Revenue Service of the United States.


 


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


 


“Issuing Bank”
means JPMorgan in its capacity as an issuer of Letters of Credit hereunder and solely with respect to its L/C Commitment, together
with its permitted successors and assigns and any other Revolving Lender that becomes an Issuing Bank in accordance with Section
2.03(12); provided that in no event shall JPMorgan be required to issue commercial letters of credit. Any Issuing Bank
may, with the consent of the Borrower, arrange for one or more Letters of Credit to be issued by an Affiliate of such Issuing Bank,
in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by
such Affiliate.


 


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


 


“JPMorgan”
has the meaning assigned to such term in the introductory paragraph of this agreement.


 


“Junior Financing”
has the meaning specified in the definition of “Restricted Payment”.



    	46



    	



    


“Junior Financing
Documentation” means any documentation governing any Junior Financing.


 


“Junior Lien
Debt” has the meaning specified in clause (39) of the definition of “Permitted Liens”.


 


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


 


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


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed prior to the Honor
Date or refinanced as a Revolving Borrowing.


 


“L/C Commitment”
means, with respect to any Person, the amount set forth opposite the name of such Person on Schedule 2.01 under the caption
“L/C Commitment”.


 


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


 


“L/C Expiration
Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the applicable
Revolving Facility (or, if such day is not a Business Day, the next preceding Business Day).


 


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


 


“L/C Sublimit”
means an amount equal to the lesser of (a) $10,000,000 and (b) the Aggregate Adjusted Revolving Commitment Amount. The L/C Sublimit
is part of, and not in addition to, the Revolving Facility.


 


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


 


“Laws”
means, collectively, all international, foreign, federal, state and local laws (including common law), statutes, treaties, rules,
guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities and executive orders, including
the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements
with, any Governmental Authority.


 


“Legal Holiday”
means Saturday, Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or
at the place of payment.


 


“Lender”
has the meaning specified in the introductory paragraph to this Agreement and, as context requires (including for purposes of the
definition of “Secured Parties”), includes any Issuing Bank and their respective successors and assigns as permitted
hereunder, each of which is referred to herein as a “Lender”. For the



    	47



    	



    

 avoidance of doubt, each Additional Lender is
a Lender to the extent any such Person has executed and delivered a Refinancing Amendment, an Incremental Amendment or an amendment
in respect of Replacement Loans, as the case may be, and to the extent such Refinancing Amendment, Incremental Amendment or amendment
in respect of Replacement Loans shall have become effective in accordance with the terms hereof and thereof, and each Extending
Lender shall continue to be a Lender. As of the Closing Date, Schedule 2.01 sets forth the name of each Lender. Notwithstanding
the foregoing, no Disqualified Institution that purports to become a Lender hereunder (notwithstanding the provisions of this Agreement
that prohibit Disqualified Institutions from becoming Lenders) without the Borrower’s written consent shall be entitled to
any of the rights or privileges enjoyed by the other Lenders with respect to voting, information and lender meetings; provided
that the Loans of any such Disqualified Institution shall not be excluded for purposes of making a determination of Required Lenders
if the action in question affects such Disqualified Institution in a disproportionately adverse manner than its effect on the other
Lenders; provided, further, that if any assignment or participation is made to any Disqualified Institution without the
Borrower’s prior written consent in violation of clause (v) of Section 10.07(b) the Borrower may, at its sole
expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate any Revolving
Commitment of such Disqualified Institution and repay all obligations of the Borrower owing to such Disqualified Institution in
connection with such Revolving Commitment, (B) in the case of outstanding Term Loans held by Disqualified Institutions, purchase
or prepay such Term Loan by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution
paid to acquire such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts)
payable to it hereunder (provided, that the Borrower shall not use the proceeds from any Term Loans or Revolving Loans to
prepay Term Loans held by Disqualified Institutions) and/or (C) require such Disqualified Institution to assign, without recourse
(in accordance with and subject to the restrictions contained in Section 10.07), all of its interest, rights and obligations
under this Agreement to one or more Eligible Assignees at the lesser of (x) the principal amount thereof and (y) the amount that
such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued
fees and all other amounts (other than principal amounts) payable to it hereunder; provided that such assignment does not
conflict with applicable Laws.


 


“Lender-Related
Distress Event” means, with respect to any Lender or any direct or indirect parent company of such Lender (each, a “Distressed
Person”), (a) that such Distressed Person is or becomes subject to a voluntary or involuntary case under any Debtor Relief
Law, (b) a custodian, conservator, receiver, or similar official is appointed for such Distressed Person or any substantial part
of such Distressed Person’s assets, (c) such Distressed Person is subject to a forced liquidation, 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 or its assets to be, insolvent or bankrupt or (d) that such Distressed Person becomes the subject of
a Bail-in Action; 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 direct or indirect parent company of a 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 attachment on its assets
or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts
or agreements made with such Lender.


 


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


 


“Letter of
Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby
letter of credit; provided, however, that any commercial letter of credit issued hereunder shall provide solely for
cash payment upon presentation of a sight draft.


 


“LIBO Screen
Rate” means, for any day and time, with respect to any Eurodollar Rate Loan 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 U.S. 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 either of such Reuters pages, on any
successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service



    	48



    	



    


that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided
that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.


 


“Lien”
means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest
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 will an operating lease be deemed to constitute
a Lien.


 


“Limited Condition
Transactions” means any Permitted Acquisition or other investment permitted hereunder by the Borrower or one or more
of its Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third-party financing.


 


“Loan”
means an extension of credit under Article II by a Lender (x) to the Borrower in the form of a Term Loan or (y) to the Borrower
in the form of a Revolving Loan.


 


“Loan Documents”
means, collectively, (a) this Agreement, (b) the Notes, (c) any Refinancing Amendment, Incremental Amendment, Extension Amendment
or amendment in respect of Replacement Loans, (d) the Guaranty, (e) the Collateral Documents, (f) the Intercreditor Agreements
and (g) each L/C Application.


 


“Loan Increase”
means a Term Loan Increase or Revolving Commitment Increase.


 


“Loan Origination
Agreements” means those certain Loan Origination Agreements entered into between the Borrower and/or one or more of its
Restricted Subsidiaries and any Bank Partner regarding the sourcing of loans on behalf of such Bank Partner by the Borrower and/or
any such Restricted Subsidiary, as each such agreement is in effect from time to time.


 


“Loan Parties”
means, collectively (a) the Borrower and (b) each Guarantor.


 


“Loans Held
For Sale” means loans originated by a Bank Partner, or certain assets, receivables or other rights with respect to such
loans, that are purchased by a Loan Party in anticipation of resale to a third party.


 


“Management
Stockholders” means the officers, directors and other members of management of the Borrower as of the Closing Date (and
their Controlled Investment Affiliates and Immediate Family Members) who, as of the Closing Date, beneficially own or have the
right to acquire, directly or indirectly, Equity Interests of the Borrower (or any Parent Company).


 


“Margin Stock”
has the meaning set forth in Regulation U of the Board, or any successor thereto.


 


“Market Capitalization”
means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of the Public Parent
(or of the Borrower, if common Equity Interests of the Borrower are issued pursuant to the Company IPO) on the date of the declaration
of a Restricted Payment permitted pursuant to Section 7.05(b)(8), multiplied by (ii) the arithmetic mean of
the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests
are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.


 


“Material Adverse
Effect” means any event, circumstance or condition that has had a materially adverse effect on (a) the business, operations,
assets or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) the ability of the Loan Parties
(taken as a whole) to perform their payment obligations under the Loan Documents or (c) the rights and remedies of the Lenders,
the Collateral Agent or the Administrative Agent under the Loan Documents.


 


“Material Domestic
Subsidiary” means any Domestic Subsidiary that is a Material Subsidiary.



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“Material Foreign
Subsidiary” means any Foreign Subsidiary that is a Material Subsidiary.


 


“Material Real
Property” means any fee-owned real property located in the United States and owned by any Loan Party with a fair market
value in excess of $3,000,000 on the Closing Date (if owned by a Loan Party on the Closing Date) or at the time of acquisition
(if acquired by a Loan Party after the Closing Date); provided that for the avoidance of doubt, Material Real Property will
not include any Excluded Assets (excluding for this purpose clause (i) of the definition of “Excluded Assets”).


 


“Material Subsidiary”
means, as of the Closing Date and thereafter at any date of determination, each Restricted Subsidiary of the Borrower (a) whose
Total Assets at the last day of the most recent Test Period (when taken together with the Total Assets of the Restricted Subsidiaries
of such Subsidiary at the last day of the most recent Test Period) were equal to or greater than 5.0% of Total Assets of the Borrower
and the Restricted Subsidiaries at such date or (b) whose gross revenues for such Test Period (when taken together with the gross
revenues of the Restricted Subsidiaries of such Subsidiary for such Test Period) were equal to or greater than 5.0% of the consolidated
gross revenues of the Borrower and the Restricted Subsidiaries for such Test Period, in each case determined in accordance with
GAAP; provided that if at any time and from time to time after the date which is 30 days after the Closing Date (or such
longer period as the Administrative Agent may agree in its reasonable discretion), Domestic Subsidiaries that are not Guarantors
solely because they do not meet the thresholds set forth in the preceding clause (a) or (b) when combined with Foreign
Subsidiaries and CFC Holdcos the equity interests of which are Excluded Assets solely because they do not meet the thresholds set
forth in the preceding clause (a) or (b) comprise in the aggregate more than (when taken together with the Total
Assets of the Restricted Subsidiaries of such Subsidiaries at the last day of the most recent Test Period) 5.0% of Total Assets
of the Borrower and the Restricted Subsidiaries as of the last day of the most recent Test Period or more than (when taken together
with the gross revenues of the Restricted Subsidiaries of such Subsidiaries for such Test Period) 5.0% of the consolidated gross
revenues of the Borrower and the Restricted Subsidiaries for such Test Period, then the Borrower shall, not later than sixty (60)
days after the date by which financial statements for such Test Period were required to be delivered pursuant to this Agreement
(or such longer period as the Administrative Agent may agree in its reasonable discretion), (i) designate in writing to the Administrative
Agent one or more Restricted Subsidiaries as “Material Subsidiaries” to the extent required such that the foregoing
condition ceases to be true and (ii) comply with the provisions of Section 6.11 with respect to any such Subsidiaries (to
the extent applicable).


 


“Maturity Date”
means (i) with respect to the Closing Date Term Loans that have not been extended pursuant to Section 2.16, the seventh
anniversary of the Closing Date (the “Original Term Loan Maturity Date”), (ii) with respect to the Closing Date
Revolving Facility, to the extent not extended pursuant to Section 2.16, the fifth anniversary of the Closing Date (the
“Original Revolving Facility Maturity Date”), (iii) with respect to any Class of Extended Term Loans or Extended
Revolving Commitments, the final maturity date as specified in the applicable Extension Amendment, (iv) with respect to any Other
Term Loans or Other Revolving Commitments, the final maturity date as specified in the applicable Refinancing Amendment, (v) with
respect to any Class of Replacement Loans, the final maturity date as specified in the applicable amendment to this Agreement in
respect of such Replacement Loans and (vi) with respect to any Incremental Loans or Incremental Revolving Commitments, the final
maturity date as specified in the applicable Incremental Amendment; provided, in each case, that if such day is not a Business
Day, the applicable Maturity Date shall be the Business Day immediately succeeding such day.


 


“Maximum Rate”
has the meaning specified in Section 10.11.


 


“Merchant Program
Agreements” means those certain GreenSky Merchant Program Agreements.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor to its rating agency business.


 


“Mortgage Policies”
has the meaning specified in Section 6.11(2)(b)(ii).


 


“Mortgaged
Properties” has the meaning specified in paragraph (5) of the definition of “Collateral and Guarantee Requirement”.



    	50



    	



    


“Mortgages”
means collectively, the deeds of trust, trust deeds, hypothecs, deeds to secure debt and mortgages made by the Loan Parties in
favor or for the benefit of the Collateral Agent for the benefit of the Secured Parties in form and substance reasonably satisfactory
to the Collateral Agent, including such modifications as may be required by local laws, pursuant to Section 6.11.


 


“Multiemployer
Plan” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which
any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or, during the preceding five plan years, has
made or been obligated to make contributions.


 


“Net Income”
means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction
in respect of Preferred Stock dividends.


 


“Net Proceeds”
means:


 


(1)    with
respect to any Asset Sale or any Casualty Event, the aggregate cash and Cash Equivalents received by the Borrower or any Restricted
Subsidiary in respect of any Asset Sale or Casualty Event, including any cash and Cash Equivalents received upon the sale or other
disposition of any Designated Non-Cash Consideration received in any Asset Sale, net of the actual costs relating to such Asset
Sale or Casualty Event and the sale or disposition of such Designated Non-Cash Consideration, including legal, accounting and investment
banking fees, payments made in order to obtain a necessary consent or required by applicable Law, brokerage and sales commissions,
title insurance premiums, related search and recording charges, survey costs and mortgage recording tax paid in connection therewith,
all dividends, distributions or other payments required to be made to minority interest holders in Restricted Subsidiaries as a
result of any such Asset Sale or Casualty Event by a Restricted Subsidiary, the amount of any purchase price or similar adjustment
claimed by any Person to be owed by the Borrower or any Restricted Subsidiary, until such time as such claim will have been settled
or otherwise finally resolved, or paid or payable by the Borrower or any Restricted Subsidiary, in either case in respect of such
Asset Sale or Casualty Event, any relocation expenses incurred as a result thereof, costs and expenses in connection with unwinding
any Hedging Obligation in connection therewith, other fees and expenses, including title and recordation expenses, in the case
of any Asset Sale or Casualty Event by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Proceeds
thereof attributable to minority interests and not available for distribution to or for the account of Borrower or a wholly owned
Restricted Subsidiary as a result thereof, taxes paid or payable as a result thereof (provided that, to the extent payment of such
taxes would constitute or give rise to a Restricted Payment, such payment is permitted pursuant to Section 7.05) or any transactions
occurring or deemed to occur to effectuate a payment under this Agreement, amounts required to be applied to the repayment of principal,
premium, if any, and interest on Indebtedness (other than the First Lien Obligations and Indebtedness secured by Liens that are
expressly subordinated to the Liens securing the Obligations) secured by a Lien on such assets and required to be paid as a result
of such transaction and any deduction of appropriate amounts to be provided by the Borrower or any Restricted Subsidiary as a reserve
in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Borrower
or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit
liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction;
provided that no such net cash proceeds shall constitute Net Proceeds under this clause (1) in any fiscal year until
the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $3,000,000 (and thereafter only net cash proceeds
in excess of such amount shall constitute Net Proceeds under this clause (1)); and


 


(2)    (a)
with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Restricted Subsidiary, any Permitted Equity
Issuance by the Borrower or any contribution to the common equity capital of the Borrower, the excess, if any, of (i) the sum of
the cash and Cash Equivalents received in connection with such incurrence or issuance over (ii) all taxes paid or reasonably estimated
to be payable, and all fees (including investment banking fees, attorneys’ fees, accountants’ fees, underwriting fees
and discounts), commissions, costs and other out-of-pocket expenses and other customary expenses incurred, in each case by the
Borrower or such Restricted Subsidiary in connection with such incurrence or 



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issuance and (b) with respect to any Permitted Equity
Issuance by any Parent Company, the amount of cash from such Permitted Equity Issuance contributed to the capital of the Borrower.


 


“Non-Consenting
Lender” has the meaning specified in Section 3.07.


 


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


 


“Non-Excluded
Taxes” means all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of
any obligation of any Loan Party under any Loan Document.


 


“Non-Extension
Notice Date” has the meaning specified in Section 2.03(2)(c).


 


“Non-Recourse
Indebtedness” means Indebtedness that is non-recourse to the Borrower and the Restricted Subsidiaries.


 


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


 


“Notice of
Intent to Cure” has the meaning specified in Section 8.04.


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


“NYFRB Rate”
means, 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 Banking Day, for the immediately preceding Banking Day); provided
that, if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate
for a federal funds transaction quoted at 11:00 a.m. on such day received to the Administrative Agent from a Federal funds broker
of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero,
such rate shall be deemed to be zero for purposes of this Agreement.


 


“Obligations”
means all:


 


(1)    advances
to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with
respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest, fees and other amounts that accrue after the commencement
by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest, fees and other amounts are allowed claims in such proceeding;


 


(2)    obligations
(other than Excluded Swap Obligations) of any Loan Party or Restricted Subsidiary arising under any Secured Hedge Agreement; and


 


(3)    Cash
Management Obligations under each Secured Cash Management Agreement. Without limiting the generality of the foregoing, the Obligations
of the Loan Parties under the Loan Documents (and any of their Subsidiaries to the extent they have obligations under the Loan
Documents) include the obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges,
expenses, fees (including Letter of Credit fees), Attorney Costs, indemnities and other amounts payable by any Loan Party under
any Loan Document.


 


Notwithstanding the
foregoing, (a) unless otherwise agreed to by the Borrower and any applicable Hedge Bank or Cash Management Bank, the obligations
of the Borrower or any Subsidiary under any Secured Hedge Agreement and under any Secured Cash Management Agreement shall be secured
and guaranteed pursuant to the Collateral Documents and the Guaranty only to the extent that, and for so long as, the other Obligations
are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement
and any other Loan Document shall not require the consent of the holders of Hedging Obligations under



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 Secured Hedge Agreements
or of the holders of Cash Management Obligations under Secured Cash Management Agreements.


 


“OFAC”
has the meaning specified in Section 5.17.


 


“Offered Amount”
has the meaning specified in Section 2.05(1)(e)(D)(1).


 


“Offered Discount”
has the meaning specified in Section 2.05(1)(e)(D)(1).


 


“Officer”
means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Vice President of Finance,
the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer
or the Secretary of the Borrower or any other Person, as the case may be.


 


“Officer’s
Certificate” means a certificate signed on behalf of a Person by an Officer of such Person.


 


“OID”
means original issue discount.


 


“Opinion of
Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Administrative Agent. Counsel
may be an employee of or counsel to the Borrower or the Administrative Agent.


 


“ordinary course
of business” means activity conducted in the ordinary course of business of the Borrower and any Restricted Subsidiary.


 


“Organizational
Documents” means (1) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (2) with respect to any limited liability
company, the certificate or articles of formation or organization and operating agreement; and (3) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation
or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable,
any certificate or articles of formation or organization of such entity.


 


“Original Revolving
Facility Maturity Date” has the meaning specified in the definition of “Maturity Date”.


 


“Original Term
Loan Maturity Date” has the meaning specified in the definition of “Maturity Date”.


 


“Other Applicable
ECF” means Excess Cash Flow or a comparable measure as determined in accordance with the documentation governing Other
Applicable Indebtedness.


 


“Other Applicable
Indebtedness” means Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other Indebtedness
secured on a pari passu basis with the Obligations, together with Refinancing Indebtedness in respect of any of the foregoing
that is secured on a pari passu basis with the Obligations.


 


“Other Applicable
Net Proceeds” means Net Proceeds or a comparable measure as determined in accordance with the documentation governing
Other Applicable Indebtedness.


 


“Other Commitments”
means Other Revolving Commitments and/or Other Term Loan Commitments.



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“Other Loans”
means one or more Classes of Other Revolving Loans and/or Other Term Loans that result from a Refinancing Amendment.


 


“Other Revolving
Commitments” means one or more Classes of Revolving Commitments hereunder that result from a Refinancing Amendment.


 


“Other Revolving
Loans” means one or more Classes of Revolving Loans that result from a Refinancing Amendment.


 


“Other Taxes”
means all present or future stamp or documentary Taxes, intangible, recording, filing, excise (that is not based on net income),
property or similar Taxes arising from any payment made under, from the execution, delivery, performance, enforcement or registration
of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, excluding, for
the avoidance of doubt, any such Taxes that are Excluded Taxes (other than Excluded Taxes imposed with respect to an assignment
under Section 3.07).


 


“Other Term
Loan Commitments” means one or more Classes of Term Loan commitments hereunder that result from a Refinancing Amendment.


 


“Other Term
Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.


 


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


 


“Overnight
Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings
by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth
on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding
rate (from and after such date as the NYFRB shall commence to publish such composite rate).


 


“Parent Company”
means any Person that is a direct or indirect parent (which may be organized as, among other things, a partnership) of the Borrower,
provided that, if such Person, directly or indirectly, has Independent Assets or Operations, then any obligations or other amounts
paid or incurred by or otherwise attributable to the Borrower or any Restricted Subsidiary on behalf of such Person, including,
without limitation, amounts permitted to be paid pursuant to Section 7.05, shall be limited to such obligations directly attributable
to the ownership, assets, liabilities or operation Borrower and its Subsidiaries.


 


“Pari Passu
Lien Debt” has the meaning specified in clause (39) of the definition of “Permitted Liens”.


 


“Participant”
has the meaning specified in Section 10.07(d).


 


“Participant
Register” has the meaning specified in Section 10.07(e).


 


“Participating
Lender” has the meaning specified in Section 2.05(1)(e)(C)(2).



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“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Plan”
means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer
Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which
any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or has sponsored, maintained or made contributions
to at any time in the preceding five plan years.


 


“Perfection
Certificate” has the meaning specified in the Security Agreement.


 


“Permitted
Acquisition” has the meaning specified in clause (3) of the definition of “Permitted Investments”.


 


“Permitted
Asset Swap” means the substantially 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 any Restricted Subsidiary and another Person; provided
that any cash or Cash Equivalents received in connection with a Permitted Asset Swap that constitutes an Asset Sale must be
applied in accordance with Section 2.05(2)(b)(i).


 


“Permitted
Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) on
the Borrower’s common equity purchased by the Borrower in connection with the issuance of any Convertible Indebtedness; provided
that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Borrower from the sale of
any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Borrower from the sale of such Convertible
Indebtedness issued in connection with the Permitted Bond Hedge Transaction.


 


“Permitted
Convertible Indebtedness Call Transaction” means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.


 


“Permitted
Equal Priority Refinancing Debt” means any secured Indebtedness incurred by the Borrower and/or any Guarantor in the
form of one or more series of senior secured notes, bonds or debentures or first lien secured loans (and, if applicable, any Registered
Equivalent Notes issued in exchange therefor); provided that (i) such Indebtedness is secured by Liens on all or a portion
of the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations under
this Agreement (but without regard to the control of remedies) and is not secured by any property or assets of the Borrower or
any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in
the provisos to the definition of “Credit Agreement Refinancing Indebtedness”, (iii) the only obligors in respect of
such Indebtedness shall be the Borrower and/or the Guarantors and (iv) the applicable Loan Parties, the holders of such Indebtedness
(or their Debt Representative) and the Administrative Agent and/or Collateral Agent shall be party to an Intercreditor Agreement
providing that the Liens on the Collateral securing such obligations shall rank equal in priority to the Liens on the Collateral
securing the First Lien Obligations under this Agreement (but without regard to the control of remedies).


 


“Permitted
Equity Issuance” means any sale or issuance of any Qualified Equity Interests of the Borrower or any Parent Company.


 


“Permitted
Holder” means (a) one or more of the Existing Stockholders and Management Stockholders, (b) any group (within the meaning
of Section 13(d)(3) of the Exchange Act) of which any of the foregoing are members; provided that in the case of such group
and without giving effect to the existence of such group or any other group, such Existing Stockholders and Management Stockholders
that are members of such group, collectively, have, directly or indirectly, beneficial ownership of more than 50.0% of the aggregate
ordinary voting power represented by the then issued and outstanding Equity Interests of the Borrower and (c) any Person acting
in the capacity of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection
with a public or private offering of Capital Stock (other than Disqualified Stock) of the Borrower or any Parent Company, other
than, in the case of this clause (c), any Person acting in the capacity of an



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 underwriter in connection with (1) public offerings
with respect to the Borrower’s or any Parent Company’s common equity registered on Form S-4 or Form S-8, (2) issuances
of any Capital Stock of the Borrower or any Parent Company to any Restricted Subsidiary of the Borrower, and (3) any public or
private offering of Capital Stock of the Borrower or any Parent Company that constitutes an Excluded Contribution.


 


“Permitted
Incremental Equivalent Debt” means Indebtedness issued, incurred or otherwise obtained by the Borrower and/or any Guarantor
in respect of one or more series of senior unsecured notes, senior secured first lien or junior lien notes or subordinated notes
(in each case issued in a public offering, Rule 144A or other private placement or bridge financing in lieu of the foregoing (and
any Registered Equivalent Notes issued in exchange therefor)), first lien or junior lien loans, unsecured or subordinated loans
or secured or unsecured mezzanine Indebtedness that, in each case, if secured, will be secured by Liens on the Collateral on an
equal priority (but without regard to the control of remedies) or junior priority basis with the Liens on Collateral securing the
First Lien Obligations under this Agreement, and that are issued or made in lieu of Incremental Commitments; provided that:


 


(i)    the
terms of any such Indebtedness (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates),
interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms)
shall either, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence
of such Indebtedness (as determined by the Borrower in good faith) or (B) if otherwise not consistent with the terms of the Closing
Date Term Loans, not be materially more restrictive to the Borrower (as reasonably determined by the Borrower in good faith), when
taken as a whole, than the terms of the Closing Date Term Loans, except to the extent necessary to provide for (1) covenants and
other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans or (2) subject to the immediately
succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary
contained herein, if any such terms of such Indebtedness contain a Previously Absent Financial Maintenance Covenant that is in
effect prior to the applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant
shall be included for the benefit of the Revolving Facility;


 


(ii)    the
aggregate principal amount of all Permitted Incremental Equivalent Debt shall not exceed the Available Incremental Amount at the
time of incurrence (it being understood that for purposes of this clause (ii), references in Section 2.14(4)(c)(B)
(other than the first proviso thereto) to Incremental Loans or Incremental Revolving Commitments shall be deemed to be references
to Permitted Incremental Equivalent Debt);


 


(iii)    such
Permitted Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party;


 


(iv)    in
the case of Permitted Incremental Equivalent Debt that is secured, the obligations in respect thereof shall not be secured by any
Lien on any asset of the Borrower or any Restricted Subsidiary other than any asset constituting Collateral;


 


(v)    if
such Permitted Incremental Equivalent Debt is secured, such Permitted Incremental Equivalent Debt shall be subject to the applicable
Intercreditor Agreement(s);


 


(vi)    such
Permitted Incremental Equivalent Debt, (a) shall not mature earlier than the Latest Maturity Date and (b) shall have a Weighted
Average Life to Maturity not shorter than longest remaining Weighted Average Life to Maturity of the Term Loans outstanding on
the date of incurrence of such Permitted Incremental Equivalent Debt;


 


(vii)    any
mandatory prepayments of (I) any Permitted Incremental Equivalent Debt that comprises junior lien or unsecured notes or loans may
not be made except to the extent that prepayments of such debt are not prohibited hereunder and to the extent required hereunder
or pursuant to the terms of any Permitted Incremental Equivalent Debt that is secured on a pari passu basis with the First
Lien Obligations under this Agreement, first made or offered to the holders of the Term Loans constituting First Lien



    	56



    	



    

 Obligations
and any such Permitted Incremental Equivalent Debt that is secured on a pari passu basis with the First Lien Obligations
under this Agreement, and (II) any Permitted Incremental Equivalent Debt that is secured on a pari passu basis with the
First Lien Obligations under this Agreement in respect of events described in Section 2.05(2)(a), (b) and (d)(i)
may be made on a pro rata basis or less than a pro rata basis with the Term Loans constituting First Lien Obligations;
and


 


(viii)    in
the case of Permitted Incremental Equivalent Debt secured by a Lien on the Collateral ranking pari passu with the
First Lien Obligations under this Agreement, the All-In Yield of the Closing Date Term Loans shall be subject to the adjustment
in the manner set forth in the proviso to Section 2.14(5)(c) (to the extent then applicable to Incremental Term Loans),
determined for purposes of this clause (viii) as if the Permitted Incremental Equivalent Debt were Incremental Term Loans;


 


provided, further, that “Permitted
Incremental Equivalent Debt” may be incurred in the form of a bridge or other interim credit facility intended to be refinanced
or replaced with long term indebtedness (so long as such credit facility includes customary “rollover provisions” that
satisfy the requirements of clause (vi) above following such rollover), in which case, on or prior to the first anniversary
of the incurrence of such “bridge” or other credit facility, clause (vi) of the first proviso in this definition
shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment,
repurchase or redemption provisions.


 


“Permitted
Indebtedness” means Indebtedness permitted to be incurred in accordance with Section 7.02.


 


“Permitted
Investments” means:


 


(1)    any
Investment in the Borrower or any Restricted Subsidiary; provided that the aggregate amount of investments by Loan Parties
in Restricted Subsidiaries that are not Loan Parties pursuant to this clause (1) shall not exceed the greater of (i) $15,000,000
and (ii) 10% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries determined at the time of making of such Investment
for the most recently ended Test Period (calculated on a pro forma basis);


 


(2)    any
Investment(s) in Cash Equivalents or Investment Grade Securities and Investments that were Cash Equivalents or Investment Grade
Securities when made;


 


(3)    (a)
any Investment by the Borrower or any Restricted Subsidiary in any Person that is engaged (directly or through entities that will
be Restricted Subsidiaries) in a Similar Business if, as a result of such Investment, (i) such Person becomes a Restricted Subsidiary
or (ii) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into,
or transfers or conveys substantially all of its assets or assets constituting a business unit, a line of business or a division
of such Person to, or is liquidated into, the Borrower or a Restricted Subsidiary (a “Permitted Acquisition”);
provided that (I) immediately after giving pro forma effect to any such Investment, no Event of Default will have
occurred and be continuing and before or substantially contemporaneously with the making of such Investment, the Borrower will
deliver to the Administrative Agent an Officer’s Certificate of the Borrower, in form and substance reasonably satisfactory
to the Administrative Agent and the Borrower, certifying that all of the requirements in this clause (3) have been or will
be satisfied on or prior to the consummation of such Investment and (II) the aggregate amount of investments by Loan Parties in
Restricted Subsidiaries that are not Loan Parties pursuant to this clause (3) shall not exceed the greater of (i) $15,000,000
and (ii) 10% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries determined at the time of making of such Investment
for the most recently ended Test Period (calculated on a pro forma basis); and


 


(b)    any
Investment held by such Person described in the preceding clause (a); provided that such Investment was not acquired
by such Person in contemplation of such acquisition, merger, amalgamation, consolidation, transfer or conveyance;



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(4)    any
Investment in securities or other assets not constituting Cash Equivalents or Investment Grade Securities and received in connection
with an Asset Sale made in accordance with Section 7.04 or any other disposition of assets not constituting an Asset Sale;


 


(5)    any
Investment existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date, in each of the foregoing
cases with respect to any such Investment or binding commitment in effect on the Closing Date in excess of $5,000,000 individually
and $15,000,000 in the aggregate for all such Investments and binding commitments, as set forth on Schedule 7.05, or an
Investment consisting of any extension, modification, replacement, renewal or reinvestment of any Investment or binding commitment
existing on the Closing Date; provided that the amount of any such Investment or binding commitment may be increased only
(a) as required by the terms of such Investment or binding commitment as in existence on the Closing Date (including as a result
of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (b) as otherwise
permitted hereunder;


 


(6)    any
Investment acquired by the Borrower or any Restricted Subsidiary:


 


(a)    in
exchange for any other Investment, accounts receivable or indorsements for collection or deposit held by the Borrower or any Restricted
Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of, or settlement of
delinquent accounts and disputes with or judgments against, the issuer of such other Investment or accounts receivable (including
any trade creditor or customer);


 


(b)    in
satisfaction of judgments against other Persons;


 


(c)    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; or


 


(d)    as
a result of the settlement, compromise or resolution of (i) litigation, arbitration or other disputes or (ii) obligations of trade
creditors or customers that were incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary, including
pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;


 


(7)    Hedging
Obligations permitted under Section 7.02(b)(10);


 


(8)    Investments
of any Person existing at the time such Person becomes a Restricted Subsidiary of the Borrower or consolidates or merges with the
Borrower or any Restricted Subsidiary (including in connection with a Permitted Acquisition), so long as such investments were
not made in contemplation of such Person becoming a Restricted Subsidiary or of such merger;


 


(9)    Investments
the payment for which consists of Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Company; provided
that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section
7.05(a);


 


(10)    (a)
guarantees of Indebtedness permitted under Section 7.02, performance guarantees and Contingent Obligations incurred in the
ordinary course of business or consistent with industry practice, and (b) the creation of Liens on the assets of the Borrower or
any Restricted Subsidiary in compliance with Section 7.01;


 


(11)    any
transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section
7.07(b) (except transactions described in clauses (2), (5), (9), (15) or (22) of such Section);



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(12)    Investments
consisting of (x) purchases and acquisitions of inventory, supplies, material, services, equipment or similar assets or (y) the
contribution, licensing or sublicensing of intellectual property, including pursuant to joint marketing arrangements with other
Persons, in the ordinary course of business or consistent with industry practice; provided that any of the foregoing pursuant to
this subclause (y) that is outside of the ordinary course of business (i) shall not materially interfere with the business or operations
of the Borrower and the Restricted Subsidiaries, taken as a whole and (ii) if done by a Loan Party to or in favor of any of its
Affiliates that is not a Loan Party shall be on terms not materially less favorable to such Loan Party than those that would have
been obtained at such time in a comparable transaction by such Loan Party with a Person other than an Affiliate of the Borrower
on an arm’s-length basis or, if in the good faith judgment of the Borrower no comparable transaction is available with which
to compare such transaction, such transaction is otherwise fair to the applicable Loan Party from a financial point of view;


 


(13)    Investments,
taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed
(as of the date such Investment is made) the greater of (i) $50,000,000 and (ii) 33% of Consolidated EBITDA of the Borrower and
the Restricted Subsidiaries determined at the time of making of such Investment for the most recently ended Test Period (calculated
on a pro forma basis);


 


(14)    Investments
in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower, are necessary or advisable
to effect any Qualified Securitization Facility (including distributions or payments of Securitization Fees) or any repurchase
obligation in connection therewith (including the contribution or lending of Cash Equivalents to Subsidiaries to finance the purchase
of such assets from the Borrower or any Restricted Subsidiary or to otherwise fund required reserves);


 


(15)    loans
and advances to, or guarantees of Indebtedness of, officers, directors, employees, consultants, independent contractors and members
of management not in excess of $3,500,000, in the aggregate in any fiscal year of the Borrower;


 


(16)    loans
and advances to employees, directors, officers, members of management, independent contractors and consultants for business-related
travel expenses, moving expenses, payroll advances and other similar expenses or payroll expenses, in each case incurred in the
ordinary course of business or consistent with past practice or to future, present and former employees, directors, officers, members
of management, independent contractors and consultants (and their Controlled Investment Affiliates and Immediate Family Members)
to fund such Person’s purchase of Equity Interests of the Borrower or any Parent Company;


 


(17)    advances,
loans or extensions of trade credit or prepayments to suppliers or loans or advances made to distributors by the Borrower or any
Restricted Subsidiary, in each case, (i) in the ordinary course of business, (ii) consistent with past practice or (iii) consistent
with industry practice;


 


(18)    any
Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities
arising in the ordinary course of business or consistent with industry practice; provided that any of the foregoing that is outside
of the ordinary course of business shall not materially interfere with the business or operations of the Borrower and the Restricted
Subsidiaries, taken as a whole;


 


(19)    Investments
consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with industry practice;


 


(20)    Investments
made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts;



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(21)    Investments
in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar
deposits entered into as a result of the operations of the business (i) in the ordinary course of business or (ii) consistent with
industry practice;


 


(22)    the
purchase or other acquisition of any Indebtedness of the Borrower or any Restricted Subsidiary to the extent not otherwise prohibited
hereunder;


 


(23)    Investments
in Unrestricted Subsidiaries or joint ventures, taken together with all other Investments made pursuant to this clause (23)
that are at that time outstanding, without giving effect to the sale of an Unrestricted Subsidiary or joint venture to the extent
the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, Cash Equivalents or marketable
securities, not to exceed (as of the date such Investment is made) the greater of (i) $15,000,000 and (ii) 10% of Consolidated
EBITDA of the Borrower and the Restricted Subsidiaries determined at the time of making of such Investment for the most recently
ended Test Period (calculated on a pro forma basis);


 


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


 


(25)    any
Investment by any Captive Insurance Subsidiary in connection with its provision of insurance to the Borrower or any of its Subsidiaries,
which Investment is made in the ordinary course of business or consistent with industry practice of such Captive Insurance Subsidiary,
or by reason of applicable Law, rule, regulation or order, or that is required or approved by any regulatory authority having jurisdiction
over such Captive Insurance Subsidiary or its business, as applicable;


 


(26)    Investments
constituting Loans Held For Sale;


 


(27)    Investments
consisting of assets relating to non-qualified deferred payment plans in the ordinary course of business or consistent with industry
practice;


 


(28)    intercompany
current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business or consistent
with industry practice in connection with the cash management operations of the Borrower and its Subsidiaries;


 


(29)    acquisitions
of obligations of one or more directors, officers or other employees or consultants or independent contractors of any Parent Company,
the Borrower, or any Subsidiary of the Borrower in connection with such director’s, officer’s, employee’s consultant’s
or independent contractor’s acquisition of Equity Interests of the Borrower or any Parent Company, to the extent no cash
is actually advanced by the Borrower or any Restricted Subsidiary to such directors, officers, employees, consultants or independent
contractors in connection with the acquisition of or discharge of any such obligations;


 


(30)    Investments
constituting promissory notes or other non-cash proceeds of dispositions of assets to the extent permitted under Section 7.04;


 


(31)    Investments
resulting from pledges and deposits permitted pursuant to the definition of “Permitted Liens”;


 


(32)    loans
and advances to any Parent Company 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 in cash to such Parent Company
in accordance with Section 7.05 at such time, such Investment being treated for purposes of the applicable clause of Section
7.05, including any limitations, as if a Restricted Payment were made pursuant to such applicable clause;



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(33)    any
other Investments if, on a pro forma basis after giving effect to such Investment, the First Lien Net Leverage Ratio would
be equal to or less than 2.00 to 1.00 as of the last day of the Test Period most recently ended;


 


(34)    Permitted
Bond Hedge Transactions;


 


(35)    any
Investment made by any Restricted Subsidiary that is not a Loan Party to the extent that such Investment is financed with the proceeds
received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary permitted under this Agreement; and


 


(36)    Investments
of the type described in clauses (9) and (10) of the definition of Cash Equivalents; provided that such Investments shall be permitted
to have maturities of up to ten (10) years.


 


“Permitted
Junior Priority Refinancing Debt” means secured Indebtedness incurred by the Borrower and/or any Guarantor in the form
of one or more series of junior lien secured notes, bonds or debentures or junior lien secured loans (and, if applicable, any Registered
Equivalent Notes issued in exchange therefor); provided that (i) such Indebtedness is secured by a Lien on all or a portion
of the Collateral on a junior priority basis to the Liens on Collateral securing the First Lien Obligations under this Agreement
and is not secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such
Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing
Indebtedness”, (iii) the holders of such Indebtedness (or their Debt Representative) and the Administrative Agent and/or
the Collateral Agent shall be party to an Intercreditor Agreement providing that the Liens on Collateral securing such obligations
shall rank junior to the Liens on Collateral securing the First Lien Obligations under this Agreement, and (iv) the only obligors
in respect of such Indebtedness shall be the Borrower and/or the Guarantors.


 


“Permitted
Liens” means, with respect to any Person:


 


(1)    Liens
created pursuant to any Loan Document;


 


(2)    Liens,
pledges or deposits made in connection with:


 


(a)    workers’
compensation laws, unemployment insurance, health, disability or employee benefits or other social security laws or similar legislation
or regulations;


 


(b)    insurance-related
obligations (including in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification
obligations of (including obligations in respect of letters of credit, bank guarantees or similar documents or instruments for
the benefit of) insurance carriers providing property, casualty or liability insurance or otherwise supporting the payment of items
set forth in the foregoing clause (a); or


 


(c)    bids,
tenders, contracts, statutory obligations, surety, indemnity, warranty, release, appeal or similar bonds, or with regard to other
regulatory requirements, completion guarantees, stay, customs and appeal bonds, performance bonds, bankers’ acceptance facilities,
and other obligations of like nature (including those to secure health, safety and environmental obligations) (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, Cash Equivalents 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, contested taxes or import or customs duties and obligations in respect
of letters of credit, bank guarantees, completion guarantees or similar instruments that have been posted to support the same,
in each case incurred in the ordinary course of business or consistent with industry practice;


 


(3)    Liens
imposed by law, such as landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s, construction,
mechanics’ or other similar Liens, or landlord Liens specifically created by contract (a) for sums not yet overdue for a
period of more than sixty (60) days or, if more than sixty (60) 



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days overdue, are unfiled and no other action has been taken to
enforce such Liens or (b) being contested in good faith by appropriate actions or other Liens arising out of or securing judgments
or awards against such Person with respect to which such Person will then be proceeding with an appeal or other proceedings for
review if such Liens are adequately bonded or adequate reserves with respect thereto are maintained on the books of such Person
in accordance with GAAP;


 


(4)    Liens
for taxes, assessments or other governmental charges not yet overdue for a period of more than thirty (30) days or not yet payable,
not required to be paid under Section 6.04 or not subject to penalties for nonpayment or which are being contested in good faith
by appropriate actions if adequate reserves with respect thereto are maintained on the books of such Person in accordance with
GAAP;


 


(5)    [reserved];


 


(6)    survey
exceptions, encumbrances, ground leases, easements, restrictions, protrusions, encroachments or reservations of, or rights of others
for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other
similar purposes, or zoning, building codes or other restrictions (including 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 real properties or related fixtures that were not incurred in connection with Indebtedness and that do not in the aggregate
materially impair their use in the operation of the business of such Person and exceptions on Mortgage Policies insuring Liens
granted on Mortgaged Properties;


 


(7)    Liens
securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clause
(4), (6), (13), (15), (23) or (31) of Section 7.02(b) or, with respect to assumed
Indebtedness not incurred in contemplation of the relevant acquisition, Disqualified Stock or Preferred Stock only, clause (14)(b)
of Section 7.02(b); provided that:


 


(a)    Liens
securing obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to such
clause (13) relate only to obligations relating to Refinancing Indebtedness that is secured by Liens on the same assets
as the assets securing the Refinanced Debt (as defined in the definition of Refinancing Indebtedness), plus improvements,
accessions, proceeds or dividends or distributions in respect thereof and after-acquired property, or serves to refund, refinance,
extend, replace, renew or defease Indebtedness, Disqualified Stock or Preferred Stock incurred under clause (4) or (13)
of Section 7.02(b);


 


(b)    Liens
securing obligations relating to Indebtedness or Disqualified Stock permitted to be incurred pursuant to such clause (23)
or (31) extend only to the assets of Subsidiaries that are not Guarantors;


 


(c)    Liens
securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to such
clause (4) extend only to the assets so purchased, replaced, leased or improved and proceeds and products thereof; provided,
further, that individual financings of assets provided by a counterparty may be cross-collateralized to other financings
of assets provided by such counterparty; and


 


(d)    Liens
securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be assumed pursuant to such
clause (14)(b) are solely on acquired property or the assets of the acquired entity (other than after acquired property
that is (A) affixed or incorporated into the property covered by such Lien, (B) after acquired property subject to a Lien securing
such Indebtedness, the terms of which Indebtedness require or include a pledge of after acquired property (it being understood
that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for
such acquisition) and (C) the proceeds and products thereof).



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(8)    Liens
existing, or provided for under binding contracts existing, on the Closing Date (provided that any such Lien securing obligations
in an aggregate amount on the Closing Date in excess of $5,000,000 shall be set forth on Schedule 7.01);


 


(9)    Liens
on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided that such
Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary;


 


(10)    Liens
on property or other assets at the time the Borrower or a Restricted Subsidiary acquired the property or such other assets, including
any acquisition by means of a merger, amalgamation or consolidation with or into the Borrower or any Restricted Subsidiary (provided
that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger
or consolidation) and any replacement, extension or renewal of any such Lien (to the extent the Indebtedness and other obligations
secured by such replacement, extension or renewal Liens are permitted by this Agreement); provided that such replacement,
extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement,
extension or renewal;


 


(11)    Liens
securing obligations in respect of Indebtedness or other obligations of a Restricted Subsidiary owing to the Borrower or another
Restricted Subsidiary permitted to be incurred in accordance with Section 7.02;


 


(12)    Liens
securing (x) Hedging Obligations and (y) obligations in respect of Cash Management Services;


 


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


 


(14)    leases,
subleases, licenses or sublicenses (or other agreement under which the Borrower or any Restricted Subsidiary has granted rights
to end users to access and use the Borrower’s or any Restricted Subsidiary’s products, technologies or services) that
do not (a) materially interfere with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole
or (b) secure any Indebtedness; provided that any lease, sublease, license or sublicense pursuant to this clause (14) by a Loan
Party to any of its Affiliates that is not a Loan Party outside of the ordinary course of business shall be on terms not materially
less favorable to such Loan Party than those that would have been obtained at such time in a comparable transaction by such Loan
Party with a Person other than an Affiliate of the Borrower on an arm’s-length basis or, if in the good faith judgment of
the Borrower no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair
to the applicable Loan Party from a financial point of view;


 


(15)    Liens
arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments
or accounts entered into by the Borrower and the Restricted Subsidiaries in the ordinary course of business or consistent with
industry practice or purported Liens evidenced by the filing of precautionary Uniform Commercial Code (or equivalent statutes)
financing statements or similar public filings;


 


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


 


(17)    Liens
on equipment or vehicles of the Borrower or any Restricted Subsidiary granted in the ordinary course of business;


 


(18)    Liens
on Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility and Liens on any receivables
transferred in connection with a Receivables Financing



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 Transaction, including Liens on such receivables resulting from precautionary
UCC filings or from re-characterization or any such sale as a financing or a loan;


 


(19)    Liens
to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive modification, refinancing,
refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness, Disqualified Stock or Preferred Stock
secured by any Lien referred to in clauses (7), (8), (9), (10) or this clause (19) of this definition;
provided that: (a) such new Lien shall have equal or junior priority and will be limited to all or part of the same property
that was subject to the original Lien (plus improvements, accessions, proceeds or dividends or distributions in respect
thereof and after-acquired property) and (b) the Indebtedness, Disqualified Stock or Preferred Stock secured by such Lien at such
time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount
of the Indebtedness, Disqualified Stock or Preferred Stock described under such clauses (7), (8), (9), (10)
or this clause (19) at the time the original Lien became a Permitted Lien hereunder, plus (ii) any accrued and unpaid
interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid dividends on
the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (iii) the amount of
any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced
Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue
discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified
Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock
or Disqualified Stock;


 


(20)    deposits
made or other security provided to secure liability to insurance brokers, carriers, underwriters or self-insurance arrangements,
including Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(21)    other
Liens securing obligations in an aggregate outstanding amount not to exceed (as of the date any such Lien is incurred) the greater
of (i) $45,000,000 and (ii) 25% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries determined at the time of
incurrence of such Lien for the most recently ended Test Period (calculated on a pro forma basis), which, at the election
of the Borrower, shall be subject to the applicable Intercreditor Agreement(s);


 


(22)    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;


 


(23)    (a)
the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business,
(b) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course
of business and (c) Liens arising by operation of law under Article 2 of the Uniform Commercial Code;


 


(24)    Liens
securing judgments for the payment of money not constituting an Event of Default under Section 8.01(7);


 


(25)    Liens
(a) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on items in the course of collection,
(b) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business or consistent
with industry practice and (c) in favor of banking or other institutions or other electronic payment service providers arising
as a matter of law or under general terms and conditions encumbering deposits or margin deposits or other funds maintained with
such institution (including the right of setoff) and that are within the general parameters customary in the banking industry;


 


(26)    Liens
deemed to exist in connection with Investments in repurchase agreements permitted under this Agreement; provided that such
Liens do not extend to assets other than those that are subject to such repurchase agreements;



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(27)    Liens
that are contractual rights of setoff (a) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar
obligations or (b) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted
Subsidiary, in any such case of this clause (27), in the ordinary course of business or consistent with industry practice;


 


(28)    Liens
on cash proceeds (as defined in Article 9 of the Uniform Commercial Code) of assets sold that were subject to a Lien permitted
hereunder;


 


(29)    any
encumbrance or restriction (including put and call arrangements, tag, drag, purchase options, right of first refusal and similar
rights) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;


 


(30)    Liens
(a) on cash advances or cash earnest money deposits in favor of the seller of any property to be acquired in an Investment permitted
under this Agreement to be applied against the purchase price for such Investment and (b) consisting of a letter of intent or an
agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 7.04;


 


(31)    ground
leases, subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by the Borrower or any
of its Subsidiaries are located;


 


(32)    Liens
on Capital Stock or other securities of an Unrestricted Subsidiary;


 


(33)    any
interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s
or sublicensor’s interest under leases or licenses entered into by the Borrower or any of the Restricted Subsidiaries as
a lessee, sublessee, licensee or sublicensee in the ordinary course of business or consistent with industry practice; provided
that any of the foregoing pursuant to this clause (33) that is outside of the ordinary course of business (i) shall not materially
interfere with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole, and (ii) any such
lease or license between a Loan Party and any of its Affiliates that is not a Loan Party shall be on terms not materially less
favorable to such Loan Party than those that would have been obtained at such time in a comparable transaction by such Loan Party
with a Person other than an Affiliate of the Borrower on an arm’s-length basis or, if in the good faith judgment of the Borrower
no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the applicable
Loan Party from a financial point of view;


 


(34)    deposits
of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Subsidiaries in the ordinary course
of business or consistent with industry practice of the Borrower and such Subsidiary to secure the performance of the Borrower’s
or such Subsidiary’s obligations under the terms of the lease for such premises;


 


(35)    rights
of set-off, banker’s liens, netting arrangements and other Liens arising by operation of law or by the terms of documents
(to the extent such terms are within the general parameters customary in the banking industry) of banks, other financial institutions
or other electronic payment service providers in relation to the maintenance or administration of deposit accounts, securities
accounts, cash management arrangements or in connection with the issuance of letters of credit, bank guarantees or other similar
instruments;


 


(36)    Liens
on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided that such satisfaction or discharge is
permitted under this Agreement;


 


(37)    receipt
of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the
related inventory and proceeds thereof and Liens on property or assets under construction arising from progress or partial payments
by a third party relating to such property or assets;



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(38)    Liens
on all or any portion of the Collateral (but no other assets) to secure obligations in respect of (a) Indebtedness permitted to
be incurred pursuant to Section 7.02(b); provided that after giving pro forma effect to the incurrence of
the then proposed Indebtedness (and without netting any cash received from the incurrence of such proposed Indebtedness), (i) if
such Indebtedness is secured on a (x) pari passu basis with the Liens that secure the First Lien Obligations under this
Agreement (“Pari Passu Lien Debt”), the First Lien Net Leverage Ratio would be no greater than 2.00 to 1.00
or (y) junior basis to the Liens that secure the First Lien Obligations (“Junior Lien Debt”), the Secured Net
Leverage Ratio would be no greater than 2.25 to 1.00, (ii) such Liens are in each case subject the applicable Intercreditor Agreement(s),
(iii) if such Liens secure Indebtedness that is secured on a pari passu basis with the First Lien Obligations under this
Agreement, then the Borrower shall comply with the “most favored nation” pricing provisions of Section 2.14(5)(c)
(to the extent then applicable to Incremental Term Loans) as if such Indebtedness were Incremental Term Loans incurred pursuant
to Section 2.14, (iv) shall have a maturity date that is no earlier than the Original Term Loan Maturity Date and shall
have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Closing Date Term
Loans, and (b) any Refinancing Indebtedness in respect of Pari Passu Lien Debt or Junior Lien Debt (but subject to the foregoing
clause (iii));


 


(39)    agreements
to subordinate any interest of the Borrower or any Restricted Subsidiary in any accounts receivable or other proceeds, in any such
case, arising from inventory consigned by the Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the
ordinary course of business or consistent with industry practice; provided that any of the foregoing pursuant to this clause that
is outside of the ordinary course of business shall not materially interfere with the business or operations of the Borrower and
the Restricted Subsidiaries, taken as a whole;


 


(40)     Liens
arising pursuant to Section 107(l) of the Comprehensive Environmental Response, Compensation and Liability Act or similar provision
of any Environmental Law;    


 


(41)    Liens
disclosed by the title insurance reports or policies delivered on or prior to the Closing Date and any replacement, extension or
renewal of any such Lien (to the extent the Indebtedness and other obligations secured by such replacement, extension or renewal
Liens are permitted by this Agreement); provided that such replacement, extension or renewal Liens do not cover any property
other than the property that was subject to such Liens prior to such replacement, extension or renewal;


 


(42)    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
its 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;


 


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


 


(44)    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;


 


(45)    zoning,
building and other similar land use restrictions, including site plan agreements, development agreements and contract zoning agreements;


 


(46)    if
a loan included in a Bank Partner Loan Portfolio is determined not to create an ownership interest of the Bank Partner in such
loan and the acquisition, custody or maintenance of such loan is re-characterized as a security interest in such loan in favor
of the Bank Partner, the Lien with respect to such security interest;


 


(47)    Liens
on all or any portion of the Collateral (but no other assets) securing (i) Permitted Incremental Equivalent Debt, (ii) Permitted
Equal Priority Refinancing Debt or (iii) Permitted Junior 



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Priority Refinancing Debt, and, in each case, Liens securing any Refinancing
Indebtedness in respect thereof;


 


(48)    Liens
on the assets of Restricted Subsidiaries that are not Loan Parties securing Indebtedness or other obligations of such Restricted
Subsidiaries or any other Restricted Subsidiaries that are not Loan Parties that is permitted by Section 7.02 or otherwise
not prohibited by this Agreement;


 


(49)    Liens
on assets of Restricted Subsidiaries that are Foreign Subsidiaries (i) securing Indebtedness and other obligations of such Foreign
Subsidiaries or (ii) to the extent arising mandatorily under applicable Law;


 


(50)    Liens
on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters, trustee,
escrow agent or arrangers thereof) or on cash set aside at the time of the incurrence of any Indebtedness or government securities
purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such
Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose; and


 


(51)    Liens
on cash or Cash Equivalents deposited as security for the Borrower’s or any Restricted Subsidiary’s reimbursement obligations
with respect to letters of credit to the extent (i) such Indebtedness is permitted under Section 7.02(b)(2) and (ii) the
aggregate amount of such cash and Cash Equivalents deposited as security therefor does not exceed 105% of the face amount of such
letters of credit.


 


If any Liens securing
obligations are incurred to refinance liens securing obligations initially incurred in reliance on a Basket measured by reference
to a percentage of Consolidated EBITDA, and such refinancing would cause the percentage of Consolidated EBITDA to be exceeded if
calculated based on the Consolidated EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA will not be
deemed to be exceeded to the extent the principal amount of such obligations secured by such newly incurred Lien does not exceed
the sum of (x) the principal amount of such obligations secured by such Liens being refinanced, plus (y) any accrued and
unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid dividends
on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (z) the amount of
any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced
Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue
discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified
Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock
or Disqualified Stock.


 


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


 


“Permitted
Ratio Debt” has the meaning specified in Section 7.02(a).


 


“Permitted
Tax Distributions” means:


 


(A)     for
so long as the Borrower is treated as a partnership for U.S. federal income tax purposes, quarterly cash distributions to the equity
holders of Borrower equal to the product of (1) the maximum combined U.S. federal, New York State and New York City tax rate applicable
to an individual or a corporation, whichever is higher, and (2) the taxable income of the Borrower allocated to any direct or indirect
equity holder for such quarterly estimated tax period, in each of cases (1) and (2), determined in the manner described in the
next sentence (the “Applicable Tax”). The Applicable Tax shall be determined (i) by taking into account the
character of income (e.g., as ordinary income or long-term or short-term capital gain) allocated to each holder, (ii) by taking
into account the deductibility of state and local income taxes for U.S. federal income tax purposes, (iii) without taking into
account any adjustments under Sections 734 or 743 of the Code and (iv) without taking into account any items of income or gain
allocated to the holders pursuant to Section 704(c) of the Code (or in accordance with the



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 principles of Section 704(c) of the
Code); provided that for purposes of this Agreement, the Applicable Tax for any quarter shall be determined by taking into account
any adjustments under Sections 734 or 743 of the Code if (x) an Event of Default has occurred, is continuing or would result from
such Permitted Tax Distribution and (y) the Required Lenders have not waived such Event of Default. Permitted Tax Distributions
shall not exceed, quarterly, an amount equal to Borrower’s good faith estimate of the Applicable Tax with respect to such
quarter, and additional Permitted Tax Distributions may be made annually after the end of Borrower’s taxable year, to the
extent necessary, so that the amount of the Permitted Tax Distributions made for such taxable year equals the aggregate Applicable
Tax for such year. If, at any time, the amount of Permitted Tax Distributions that have been made by Borrower exceeds the aggregate
Applicable Tax for all prior quarters, then such excess shall reduce the amount of Permitted Tax Distributions that are permitted
to be made with respect to subsequent quarters. For purposes of determining the amount of any Permitted Tax Distributions with
respect to a holder, proper adjustments shall be made so as to avoid duplication of any amounts previously permitted to be distributed
pursuant to Section 7.05(b)(24) of this Agreement; and


 


(B)     for
any taxable period for which the Borrower is a member of a consolidated, combined or similar tax group for U.S. federal and/or
applicable state or local income tax purposes of which a direct or indirect parent of Borrower is the common parent (a “Tax
Group”), quarterly cash distributions to enable such common parent to pay the portion of any U.S. federal, state and
local income taxes (as applicable) of such Tax Group for such taxable period that are attributable to the income of the Borrower
and its Subsidiaries; provided that the amount of such distributions for any taxable period shall not exceed the amount
of such taxes that the Borrower and/or its Subsidiaries, as applicable, would have paid had Borrower and/or its Subsidiaries, as
applicable, been a stand-alone taxpayer (or a stand-alone group).


 


“Permitted
Unsecured Refinancing Debt” means unsecured Indebtedness incurred by the Borrower and/or the Guarantors in the form of
one or more series of senior unsecured notes, bonds or debentures or unsecured loans (and, if applicable, any Registered Equivalent
Notes issued in exchange therefor); provided that (i) such Indebtedness satisfies the applicable requirements set forth
in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” and (ii) the only obligors in respect
of such Indebtedness are the Borrower and/or the Guarantors.


 


“Permitted
Warrant Transaction” means any call option on, or warrant or right to purchase (or substantively equivalent derivative
transaction) the Borrower’s or a Public Parent’s common equity sold by the Borrower or a Parent Company substantially
concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction.


 


“Person”
means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust,
unincorporated organization, government or any agency or political subdivision thereof or any other entity.


 


“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Foreign Plan, established
or maintained by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA,
any ERISA Affiliate.


 


“Platform”
has the meaning specified in Section 6.02.


 


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


 


“Preferred
Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution or
winding up.


 


“Previously
Absent Financial Maintenance Covenant” means, at any time (x) any financial maintenance covenant that is not included
in this Agreement at such time and (y) any financial maintenance covenant that is included in this Agreement at such time but with
covenant levels and component definitions (to the extent relating to such financial maintenance covenant) in this Agreement that
are less restrictive on the Borrower and the Restricted Subsidiaries than those in the applicable Incremental Amendment, Refinancing
Amendment, 



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Extension Amendment or amendment in respect of Replacement Loans or any documents relating to Credit Agreement Refinancing
Indebtedness, Permitted Incremental Equivalent Debt or Refinancing Indebtedness.


 


“Prime Rate”
means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate
in effect at its office located at 270 Park Avenue, New York, New York; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.


 


“Private-Side
Information” means any information with respect to any Parent Company, the Borrower and their respective Subsidiaries
that is not Public-Side Information.


 


“Projections”
means the projections of the Borrower dated July 17, 2017, together with any supplement or update to such projections delivered
by or on behalf of the Borrower to the Arrangers on or prior to the Closing Date, taken as a whole.


 


“Pro Rata Share”
means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Commitments (or, if the Revolving Commitments have terminated in full, Revolving Exposure)
and, if applicable and without duplication, Term Loans of such Lender at such time and the denominator of which is the amount of
the Aggregate Commitments (or, if the Revolving Commitments have terminated in full, Revolving Exposure) and, if applicable and
without duplication, Term Loans at such time; provided that when used with respect to (i) Commitments, Loans, interest and
fees under the Revolving Facility, “Pro Rata Share”, shall mean with respect to any Lender such Lender’s Applicable
Percentage and (ii) Commitments, Loans and interest under any Term Facility, “Pro Rata Share”, shall mean, with respect
to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which
is the amount of the Term Commitments and Term Loans of such Lender under such Term Facility at such time and the denominator of
which is the amount of the aggregate Term Commitments and Term Loans under such Term Facility at such time.


 


“Public Company
Costs” means the initial costs relating to establishing compliance with the Sarbanes-Oxley Act of 2002, as amended, and
other expenses arising out of or incidental to the Borrower’s or its Restricted Subsidiaries’ initial establishment
of compliance with the obligations of a reporting company, including costs, fees and expenses (including legal, accounting and
other professional fees) relating to compliance with provisions of the Securities Act and the Exchange Act.


 


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


 


“Public Parent”
means any Parent Company that (a) has consummated the Company IPO, (ii) is required to make periodic filings with the SEC under
Section 13 or 15 of the Exchange Act with respect to its Equity Interests and (iii) is not a direct or indirect Subsidiary of any
other Person that is required to make periodic filings with the SEC under Section 13 or 15 of the Exchange Act with respect to
its Equity Interests.


 


“Public-Side
Information” means (i) at any time prior to any Parent Company, the Borrower or any of its Subsidiaries becoming the
issuer of any Traded Securities, information that is (a) of a type that would be required by applicable Law to be publicly disclosed
in connection with an issuance by any Parent Company, the Borrower or any of its Subsidiaries of its debt or equity securities
pursuant to a registered public offering made at such time or (b) not material to make an investment decision with respect to securities
of any Parent Company, the Borrower or any of its Subsidiaries (for purposes of United States federal and state securities laws),
and (ii) at any time on and after any Parent Company, the Borrower or any of its Subsidiaries becoming the issuer of any Traded
Securities, information that does not constitute material non-public information (within the meaning of United States federal and
state securities laws) with respect to any Parent Company, the Borrower or any of its Subsidiaries or any of their respective securities.


 


“Purchase Money
Obligations” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement
of property (real or personal) or assets (other than Capital Stock), and whether acquired through the direct acquisition of such
property or assets, or otherwise.



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


 


“Qualified
Equity Interests” means any Equity Interests that are not Disqualified Stock.


 


“Qualified
Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in,
a Similar Business.


 


“Qualified
Securitization Facility” means any Securitization Facility (1) constituting a securitization financing facility that
meets the following conditions: (a) the Board of Directors will have determined in good faith that such Securitization Facility
(including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable
to the Borrower and the applicable Restricted Subsidiary or Securitization Subsidiary, (b) the obligations under such Securitization
Facility are nonrecourse to the Borrower or any Restricted Subsidiary (other than a Securitization Subsidiary) but may include
Standard Securitization Undertakings, (c) all sales or contributions of Securitization Assets and related assets to the applicable
Person or Securitization Subsidiary are made at fair market value (as determined in good faith by the Borrower) and are received
by the Borrower or a Restricted Subsidiary or (2) constituting a receivables financing facility.


 


“Qualifying
Lender” has the meaning specified in Section 2.05(1)(e)(D)(3).


 


“Quarterly
Financial Statements” means the unaudited consolidated balance sheets and related unaudited statements of operations
and cash flows of GreenSky, LLC and its subsidiaries for the fiscal quarters ended March 31, 2017 and June 30, 2017.


 


“Rating Agencies”
means Moody’s and S&P, or if Moody’s or S&P (or both) does not make a rating on the relevant obligations publicly
available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Borrower and reasonably
acceptable to the Administrative Agent that will be substituted for Moody’s or S&P (or both), as the case may be.


 


“Receivables
Financing Transaction” means any transaction or series of transactions entered into by the Borrower or any Restricted
Subsidiary pursuant to which such party consummates a “true sale” of its receivables to a non-related third party on
market terms as determined in good faith by the Borrower; provided that such Receivables Financing Transaction is (i) non-recourse
to the Borrower and the Restricted Subsidiaries and their assets, other than any recourse solely attributable to a breach by the
Borrower or any Restricted Subsidiary of representations and warranties that are customarily made by a seller in connection with
a “true sale” of receivables on a non-recourse basis and (ii) consummated pursuant to customary contracts, arrangements
or agreements entered into with respect to the “true sale” of receivables on market terms for similar transactions.


 


“Recipient”
means (a) any Agent, (b) any Lender or (c) any Issuing Bank, as applicable.


 


“Reference
Rate” means (x) with respect to the calculation of the All-In Yield in the case of Loans of an applicable Class that
includes a Eurodollar Rate floor, an interest rate per annum equal to the rate per annum equal to the Eurodollar
Rate and (y) with respect to the calculation of the All-In Yield in the case of Loans of an applicable Class that includes a Base
Rate floor, the interest rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the
rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime
rate” and (c) the Eurodollar Rate on such day for an Interest Period of one (1) month plus 1.00% (or, if such day
is not a Business Day, the immediately preceding Business Day).


 


“Refinance”
has the meaning assigned in the definition of “Refinancing Indebtedness”, and “Refinancing” and
“Refinanced” have meanings correlative to the foregoing.



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“Refinanced
Debt” has the meaning assigned to such term in the definition of “Refinancing Indebtedness”.


 


“Refinancing
Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent
(solely as such amendment relates to any Additional Lender providing any portion of the Other Loans or Other Commitments pursuant
to such amendment) and the Borrower executed by each of (a) the Borrower and (b) each Additional Lender and Lender that agrees
to provide any portion of the Other Loans or Other Commitments being incurred or provided pursuant thereto, in accordance with
Section 2.15.


 


“Refinancing
Indebtedness” means (x) Indebtedness incurred by the Borrower or any Restricted Subsidiary, (y) Disqualified Stock issued
by the Borrower or any Restricted Subsidiary or (z) Preferred Stock issued by any Restricted Subsidiary which, in each case, serves
to extend, replace, refund, refinance, renew or defease (“Refinance”) any Indebtedness, Disqualified Stock or
Preferred Stock, including any Refinancing Indebtedness, so long as:


 


(1)    the
principal amount (or accreted value, if applicable) of such new Indebtedness, the amount of such new Preferred Stock or the liquidation
preference of such new Disqualified Stock does not exceed (a) the principal amount of (or accreted value, if applicable) Indebtedness,
the amount of Preferred Stock or the liquidation preference of Disqualified Stock being so extended, replaced, refunded, refinanced,
renewed or defeased (such Indebtedness, Disqualified Stock or Preferred Stock, the “Refinanced Debt”), plus
(b) any accrued and unpaid interest on, or any accrued and unpaid dividends on, such Refinanced Debt, plus (c) the amount
of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced
Debt and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred
in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or to Refinance such Refinanced
Debt (such amounts in clause (b) and (c), the “Incremental Amounts”);


 


(2)    such
Refinancing Indebtedness has:


 


(a)    Weighted
Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is not less than the remaining Weighted Average
Life to Maturity of the applicable Refinanced Debt; and


 


(b)    final
scheduled maturity date equal to or later than the final scheduled maturity date of the Refinanced Debt (or, if earlier, the date
that is 91 days after the Latest Maturity Date of the Loans);


 


(3)    to
the extent such Refinancing Indebtedness Refinances (a) Subordinated Indebtedness (other than Subordinated Indebtedness assumed
or acquired in an acquisition and not created in contemplation thereof), unless such Refinancing constitutes a Restricted Payment
permitted by Section 7.05, such Refinancing Indebtedness is subordinated to the Loans or the Guaranty thereof at least to
the same extent as the applicable Refinanced Debt, (b) Junior Lien Debt, such Refinancing Indebtedness is (i) unsecured or (ii)
secured by Liens that are subordinated to the Liens that secure the Loans or the Guaranty thereof, in each case at least to the
same extent as the applicable Refinanced Debt pursuant to an Intercreditor Agreement unless such Refinancing Indebtedness is secured
by a Lien that is not so subordinated that is permitted by Section 7.01, or (c) Disqualified Stock or Preferred Stock, such
Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively;


 


(4)    the
only obligors in respect of such Refinancing Indebtedness shall be the Borrower and/or the Guarantors;


 


(5)    such
Refinancing Indebtedness shall not be secured by any assets or property of the Borrower or any Restricted Subsidiary that does
not secure the Refinanced Debt being Refinanced (plus 



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improvements, accessions, proceeds or dividends or distributions in
respect thereof and after-acquired property); and


 


(6)     if
the incurrence of the Refinanced Debt was subject to provisions hereunder restricting the addition of Previously Absent Financial
Maintenance Covenants, the incurrence of the Refinancing Indebtedness with respect thereto shall be subject to the same restrictions.


 


provided that Refinancing Indebtedness
will not include:


 


(a)    Indebtedness,
Disqualified Stock or Preferred Stock of a Subsidiary of the Borrower that is not a Guarantor that refinances Indebtedness or Disqualified
Stock of the Borrower;


 


(b)    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 a Guarantor; or


 


(c)    Indebtedness
or Disqualified Stock of the Borrower or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances
Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;


 


provided, further, that
(x) clause (2) of this definition will not apply to any Refinancing of any Indebtedness other than Indebtedness incurred
under clauses (2) and (30) of Section 7.02(b) (including any successive Refinancings thereof incurred under
clause (13) of Section 7.02(b)) and any Junior Financing (other than Junior Financing assumed or acquired in an Investment
or acquisition and not created in contemplation thereof), Disqualified Stock and Preferred Stock and (y) Refinancing Indebtedness
may be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term indebtedness
(and such bridge or other interim credit facility shall be deemed to satisfy clause (2) of this definition so long as (x)
such credit facility includes customary “rollover” provisions and (y) assuming such credit facility were to be extended
pursuant to such “rollover” provisions, such extended credit facility would comply with clause (2) of this definition).


 


“Refunding
Capital Stock” has the meaning specified in Section 7.05(b)(2).


 


“Register”
has the meaning specified in Section 10.07(c).


 


“Registered
Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction
under the Securities Act, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor
pursuant to an exchange offer registered with the SEC.


 


“Rejection
Notice” has the meaning specified in Section 2.05(2)(g).


 


“Related Business
Assets” means assets (other than Cash Equivalents) used or useful in a Similar Business; provided that any assets
received by the Borrower or a Restricted Subsidiary in exchange for assets transferred by the Borrower or a Restricted Subsidiary
will 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 is or would become a Restricted Subsidiary.


 


“Related Indemnified
Person” of an Indemnitee means (1) any controlling Person or controlled Affiliate of such Indemnitee, (2) the respective
directors, officers, partners, employees, advisors or successors of such Indemnitee or any of its controlling Persons or controlled
Affiliates and (3) the respective agents, trustees and other representatives of such Indemnitee or any of its controlling Persons
or controlled Affiliates, in the case of this clause (3), acting at the instructions of such Indemnitee, controlling Person
or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling Person in this definition
pertains to a controlled Affiliate or controlling Person involved in the negotiation of this Agreement or the syndication of the
Facilities. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), as used with respect to any Person, means the possession,
directly or indirectly, of



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 the power to direct or cause the direction of the management or policies of such Person, whether through
the ownership of voting securities, by agreement or otherwise.


 


“Related Person”
means, with respect to any Person, (a) any Affiliate of such Person, (b) the respective directors, officers, partners, employees,
advisors, agents, trustees and other representatives of such Person or any of its Affiliates and (c) the successors and permitted
assigns of such Person or any of its Affiliates.


 


“Release”
means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching
into or migration through the Environment.


 


“Replaced Loans”
has the meaning specified in Section 10.01.


 


“Replacement
Loans” has the meaning specified in Section 10.01.


 


“Reportable
Event” means, with respect to any Pension Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations
issued thereunder, other than events for which the thirty (30) day notice period has been waived.


 


“Repricing
Transaction” means (i) the prepayment, refinancing, substitution, replacement or conversion of all or a portion of the
Closing Date Term Loans with the incurrence by the Borrower or any other Subsidiary of any senior secured first lien term loans
under any credit facilities the primary purpose of which is to reduce the All-In Yield of such Indebtedness relative to the Closing
Date Term Loans so repaid, refinanced, substituted, replaced or converted (as determined in good faith by the Borrower) and (ii)
any amendment to this Agreement the primary purpose of which is to reduce the All-In Yield applicable to the Closing Date Term
Loans (as determined in good faith by the Borrower), excluding, in each case, for avoidance of doubt, any such reductions in connection
with (a) a Change of Control or (b) an Enterprise Transformative Event.


 


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


 


“Required Facility
Lenders” means, as of any date of determination, with respect to one or more Facilities, Lenders having more than 50%
of the sum of (a) the Total Outstandings under such Facility or Facilities (with the aggregate amount of each Lender’s risk
participation and funded participation in L/C Obligations under such Facility or Facilities being deemed “held” by
such Lender for purposes of this definition) and (b) the aggregate unused Commitments under such Facility or Facilities; provided
that the unused Commitments of, and the portion of the Total Outstandings under such Facility or Facilities held or deemed held
by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Facility Lenders; provided,
further, that, to the same extent specified in Section 10.07(i) with respect to determination of Required Lenders,
the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Facility Lenders
unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than its effect on the other
Lenders.


 


“Required Lenders”
means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate
amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by
such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Commitments;
provided that the unused Term Commitment and unused Revolving Commitment of, and the portion of the Total Outstandings held
or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided,
further, that the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination of
Required Lenders unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than its effect
on the other Lenders.


 


“Required Revolving
Facility Lenders” means the Required Facility Lenders under the Revolving Facility.



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“Responsible
Officer” means, with respect to a Person, the chief executive officer, chief operating officer, president, executive
vice president, chief financial officer, treasurer or assistant treasurer or other similar officer or Person performing similar
functions, of such Person and, solely for purposes of notices given pursuant to Article II, any other officer or employee
of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other
officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and
the Administrative Agent. With respect to any document delivered by a Loan Party on the Closing Date, Responsible Officer includes
any secretary or assistant secretary of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer
of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action
on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan
Party. Unless otherwise specified, all references herein to a “Responsible Officer” shall refer to a Responsible Officer
of the Borrower.


 


“Restricted
Investment” means any Investment other than any Permitted Investment(s).


 


“Restricted
Payment” has the meaning specified in Section 7.05.


 


“Restricted
Subsidiary” means, at any time, any direct or indirect Subsidiary of the Borrower (including any Foreign Subsidiary)
that is not then an Unrestricted Subsidiary; provided that notwithstanding the foregoing, in no event will any Securitization
Subsidiary be considered a Restricted Subsidiary for purposes of Section 8.01(5), (6) or (7); provided,
further, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary
will be included in the definition of “Restricted Subsidiary”. Wherever the term “Restricted Subsidiary”
is used herein with respect to any Subsidiary of a referenced Person that is not the Borrower, then it will be construed to mean
a Person that would be a Restricted Subsidiary of the Borrower on a pro forma basis following consummation of one or a series
of related transactions involving such referenced Person and the Borrower (unless such transaction would include a designation
of a Subsidiary of such Person as an Unrestricted Subsidiary on a pro forma basis in accordance with this Agreement).


 


“Retained Excess
Cash Flow Amount” shall mean, initially, $0, which amount shall be increased on each ECF Due Date, so long as Excess
Cash Flow for such fiscal year is greater than $0 and any payment required pursuant to Section 2.05(2)(a) has been offered
to be made on such date, by an amount (to the extent positive) equal to the remainder of (A) the amount of Excess Cash Flow for
such fiscal year, minus (B) the applicable ECF Prepayment Amount for the respective fiscal year.


 


“Revolving
Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar
Rate Loans, having the same Interest Period, made by each of the Revolving Lenders pursuant to Section 2.01(2).


 


“Revolving
Commitment” means, as to each Revolving Lender, its obligation to (1) make Revolving Loans to the Borrower pursuant to
Section 2.01(2) and (2) purchase participations in L/C Obligations in respect of Letters of Credit in an aggregate principal
amount at any one time outstanding not to exceed the amount specified opposite such Lender’s name on Schedule 2.01
under the caption “Revolving Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes
a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate
Revolving Commitments of all Revolving Lenders as of the Closing Date is $100,000,000, as such amount may be adjusted from time
to time in accordance with the terms of this Agreement.


 


“Revolving
Commitment Increase” has the meaning specified in Section 2.14(1).


 


“Revolving
Exposure” means, as to each Revolving Lender, the sum of the amount of the Outstanding Amount of such Revolving Lender’s
Revolving Loans and its Applicable Percentage of the amount of the L/C Obligations.


 


“Revolving
Extension Request” has the meaning provided in Section 2.16(2).



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“Revolving
Extension Series” has the meaning provided in Section 2.16(2).


 


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


 


“Revolving
Lender” means, at any time, any Lender that has a Revolving Commitment at such time or, if Revolving Commitments have
terminated, Revolving Exposure.


 


“Revolving
Loan” has the meaning specified in Section 2.01(2) and includes Revolving Loans under the Closing Date Revolving
Facility, Other Revolving Loans and Loans made pursuant to Extended Revolving Commitments.


 


“Revolving
Note” means a promissory note of the Borrower payable to any Revolving Lender or its registered assigns, in substantially
the form of Exhibit B-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Lender resulting
from the Revolving Loans made by such Revolving Lender.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global, Inc., and any successor to its rating
agency business.


 


“Same Day Funds”
means disbursements and payments in immediately available funds.


 


“Sanctions”
has the meaning specified in Section 5.17.


 


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


 


“Secured Cash
Management Agreement” means any Cash Management Agreement that is entered into by and between the Borrower or any Restricted
Subsidiary and a Cash Management Bank; and designated in writing by the Borrower to the Administrative Agent as a “Secured
Cash Management Agreement”.


 


“Secured Hedge
Agreement” means any Hedge Agreement with respect to Hedging Obligations permitted under Section 7.02 that is
(a) entered into by and between any Loan Party or Restricted Subsidiary and any Hedge Bank and (b) designated in writing by the
Borrower to the Administrative Agent as a “Secured Hedge Agreement”.


 


“Secured Indebtedness”
means any Indebtedness of the Borrower or any Restricted Subsidiary secured by a Lien.


 


“Secured Net
Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Secured Debt outstanding as of
the last day of such Test Period, minus, the aggregate amount of cash and Cash Equivalents of the Borrower and the Restricted
Subsidiaries on such date that does not (and is not required to) appear as “restricted” on a consolidated balance sheet
of the Borrower and the Restricted Subsidiaries (other than the Net Proceeds of a Permitted Equity Issuance applied as a Cure Amount)
to (b) Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for such Test Period, in each case on a pro forma
basis with such pro forma adjustments as are appropriate and consistent with Section 1.07.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, each Issuing Bank, each Hedge Bank, each Cash
Management Bank, each Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from
time to time pursuant to Section 9.01(2) or 9.07.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.



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“Securitization
Assets” means (a) the accounts receivable, royalty or other revenue streams and other rights to payment and other assets
related thereto subject to a Qualified Securitization Facility and the proceeds thereof and (b) contract rights, lockbox accounts
and records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable
in a securitization financing.


 


“Securitization
Facility” means any transaction or series of securitization financings that may be entered into by the Borrower or any
Restricted Subsidiary pursuant to which the Borrower or any such Restricted Subsidiary may sell, convey or otherwise transfer,
or may grant a security interest in, Securitization Assets to either (a) a Person that is not the Borrower or a Restricted Subsidiary
or (b) a Securitization Subsidiary that in turn sells such Securitization Assets to a Person that is not the Borrower or a Restricted
Subsidiary, or may grant a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries.


 


“Securitization
Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest
issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel) paid to
a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility.


 


“Securitization
Repurchase Obligation” shall mean any obligation of a seller (or any guaranty of such obligation) of Securitization Assets
in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation,
warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject
to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action
by or any other event relating to the seller.


 


“Securitization
Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization
Facilities and other activities reasonably related thereto.


 


“Security Agreement”
means, collectively, the Pledge and Security Agreement executed by the Loan Parties and the Collateral Agent, substantially in
the form of Exhibit F, together with supplements or joinders thereto executed and delivered pursuant to Section 6.11.


 


“Servicing
Agreements” means the Servicing Agreements between the Borrower or any of its Restricted Subsidiaries and any Bank Partner
in effect from time to time.


 


“Similar Business”
means (1) any business conducted or proposed to be conducted by the Borrower or any Restricted Subsidiary on the Closing Date or
(2) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to (including
non-core incidental businesses acquired in connection with any Permitted Investment), or a reasonable extension, development or
expansion of, the businesses that the Borrower and the Restricted Subsidiaries conduct or propose to conduct on the Closing Date.


 


“Solicited
Discount Proration” has the meaning specified in Section 2.05(1)(e)(D)(3).


 


“Solicited
Discounted Prepayment Amount” has the meaning specified in Section 2.05(1)(e)(D)(1).


 


“Solicited
Discounted Prepayment Notice” means a written notice of the Borrower of Solicited Discounted Prepayment Offers made pursuant
to Section 2.05(1)(e)(D) substantially in the form of Exhibit L.


 


“Solicited
Discounted Prepayment Offer” means the written offer by each Lender, substantially in the form of Exhibit O, submitted
following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.


 


“Solicited
Discounted Prepayment Response Date” has the meaning specified in Section 2.05(1)(e)(D)(1).



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“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date:


 


(1)    the
fair value of the assets of such Person exceeds its debts and liabilities, subordinated, contingent or otherwise,


 


(2)    the
present fair saleable value of the property of such Person is greater than the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become
absolute and matured,


 


(3)    such
Person is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and
matured and


 


(4)    such
Person is not engaged in, and is not about to engage in, business for which it has unreasonably small capital.


 


The amount of any contingent liability
at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.


 


“SPC”
has the meaning specified in Section 10.07(g).


 


“Specified
Discount” has the meaning specified in Section 2.05(1)(e)(B)(1).


 


“Specified
Discount Prepayment Amount” has the meaning specified in Section 2.05(1)(e)(B)(1).


 


“Specified
Discount Prepayment Notice” means a written notice of the Borrower’s Offer of Specified Discount Prepayment made
pursuant to Section 2.05(1)(e)(B) substantially in the form of Exhibit N.


 


“Specified
Discount Prepayment Response” means the written response by each Lender, substantially in the form of Exhibit P,
to a Specified Discount Prepayment Notice.


 


“Specified
Discount Prepayment Response Date” has the meaning specified in Section 2.05(1)(e)(B)(1).


 


“Specified
Discount Proration” has the meaning specified in Section 2.05(1)(e)(B)(3).


 


“Specified
Distribution” means a dividend or distribution to the holders of the Equity Interests of the Borrower in an aggregate
amount not to exceed $350,000,000.


 


“Specified
Transaction” means:


 


(1)    solely
for the purposes of determining the applicable cash balance, any contribution of capital, including as a result of an Equity Offering,
to the Borrower, in each case, in connection with an acquisition or Investment;


 


(2)    any
designation of operations or assets of the Borrower or a Restricted Subsidiary as discontinued operations (as defined under GAAP);


 


(3)    any
Investment that results in a Person becoming a Restricted Subsidiary;


 


(4)    any
designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary in compliance with this Agreement;



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(5)    any
purchase or other acquisition of a business of any Person, of assets constituting a business unit, line of business or division
of any Person;


 


(6)    any
Asset Sale (without regard to any de minimis thresholds set forth therein) (a) that results in a Restricted Subsidiary ceasing
to be a Subsidiary of the Borrower or (b) of a business, business unit, line of business or division of the Borrower or a Restricted
Subsidiary, in each case whether by merger, amalgamation, consolidation or otherwise;


 


(7)    any
operational changes identified by the Borrower that have been made by the Borrower or any Restricted Subsidiary during the Test
Period;


 


(8)    any
borrowing of Incremental Loans or Permitted Incremental Equivalent Debt (or establishment of Incremental Commitments); or


 


(9)    any
Restricted Payment or other transaction that by the terms of this Agreement requires a financial ratio to be calculated on a pro
forma basis.


 


“Standard Securitization
Undertakings” shall mean representations, warranties, covenants and indemnities entered into by the Borrower or any Restricted
Subsidiary which the Borrower has determined in good faith to be customary in a Securitization Facility and do not have the effect
of Guaranteeing the repayment of any such Securitization Facility or limiting the loss or credit risk of lenders or purchasers
with respect to payment or performance by the obligors of the accounts receivable so transferred, including, without limitation,
those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase
Obligation shall be deemed to be a Standard Securitization Undertaking.


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect
to the Adjusted Eurodollar Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation
D of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurodollar Rate Loans shall
be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.
The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Submitted
Amount” has the meaning specified in Section 2.05(1)(e)(C)(1).


 


“Submitted
Discount” has the meaning specified in Section 2.05(1)(e)(C)(1).


 


“Subordinated
Indebtedness” means any Indebtedness of any Loan Party that by its terms is subordinated in right of payment to the Obligations
of such Loan Party arising under the Loans or the Guaranty.


 


“Subsidiary”
means, with respect to any Person:


 


(1)    any
corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, members of management or trustees thereof is at the time of determination
owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination
thereof; and



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(2)    any
partnership, joint venture, limited liability company or similar entity of which:


 


(a)    more
than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise; and


 


(b)    such
Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.


 


Unless otherwise specified,
all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries
of the Borrower.


 


“Subsidiary
Guarantor” means any Guarantor that is a Restricted Subsidiary of the Borrower.


 


“Successor
Borrower” has the meaning specified in Section 7.03(4).


 


“Supplemental
Administrative Agent” and “Supplemental Administrative Agents” have the meanings specified in Section
9.15(1).


 


“Swap Obligation”
has the meaning specified in the definition of “Excluded Swap Obligation”.


 


“Tax”
means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (including backup withholding)
of any nature and whatever called, imposed by any Governmental Authority, including any interest, additions to tax and penalties
applicable thereto.


 


“Tax Indemnitee”
as defined in Section 3.01(5).


 


“Tax Receivable
Agreement” means an agreement to be dated on or about the date of the Company IPO between the Public Parent and the pre-Company
IPO equity holders of the Borrower, relating to payment by the Public Parent to such pre-Company IPO equity holders of tax benefits
relating to increases in tax basis resulting from acquisitions by the Public Parent of equity interests in the Borrower from such
pre-Company IPO equity holders, and having terms and conditions that are not materially less favorable to the Lenders than those
commonly found in tax receivable agreements that have been publicly filed with the SEC with respect to similarly-situated taxpayers.


 


“Term Borrowing”
means a Borrowing of any Term Loans.


 


“Term Commitment”
means, as to each Term Lender, its obligation to make a Term Loan to the Borrower hereunder, expressed as an amount representing
the maximum principal amount of the Term Loan to be made by such Term Lender under this Agreement, as such commitment may be (a)
reduced from time to time pursuant to this Agreement and (b) reduced or increased from time to time pursuant to (i) assignments
by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment,
(iv) an Extension Amendment or (v) an amendment in respect of Replacement Loans. The initial amount of each Term Lender’s
Term Commitment is specified on Schedule 2.01 under the caption “Closing Date Term Loan Commitment” or, otherwise,
in the Assignment and Assumption (or Affiliated Lender Assignment and Assumption), Incremental Amendment, Refinancing Amendment,
Extension Amendment or amendment in respect of Replacement Loans pursuant to which such Lender shall have assumed its Commitment,
as the case may be.


 


“Term Facility”
means any Facility consisting of Term Loans of a single Class and/or Term Commitments with respect to such Class of Term Loans.


 


“Term Lender”
means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.



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“Term Loan”
means any Closing Date Term Loan, Incremental Term Loan, Other Term Loan, Extended Term Loan or Replacement Loan, as the context
may require.


 


“Term Loan
Cross Default” has the meaning specified in Section 8.01(2).


 


“Term Loan
Extension Request” has the meaning provided in Section 2.16(1).


 


“Term Loan
Extension Series” has the meaning provided in Section 2.16(1).


 


“Term Loan
Increase” has the meaning specified in Section 2.14(1).


 


“Term Note”
means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit
B-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by
such Term Lender.


 


“Termination
Conditions” means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification
obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the
termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding
Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing
Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another
agreement reasonably acceptable to the applicable Issuing Bank).


 


“Test Period”
in effect at any time means the most recent period of four consecutive fiscal quarters of the Borrower ended on or prior to such
time (taken as one accounting period) in respect of which, subject to Section 1.07(1), financial statements for each quarter
or fiscal year in such period have been or are required to be delivered pursuant to Section 6.01(1) or (2), as applicable;
provided that, prior to the first date that financial statements have been or are required to be delivered pursuant to Section
6.01(1) or (2), the Test Period in effect shall be the period of four consecutive full fiscal quarters of the Borrower
ended on or about June 30, 2017.


 


“Threshold
Amount” means $30,000,000.


 


“Total Assets”
means, at any time, the total assets of the Borrower and the Restricted Subsidiaries, determined on a consolidated basis in accordance
with GAAP, as shown on the then most recent balance sheet of the Borrower or such other Person as may be available (as determined
in good faith by the Borrower) (and, in the case of any determination relating to any Specified Transaction, on a pro forma
basis including any property or assets being acquired in connection therewith).


 


“Total
Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt outstanding as
of the last day of such Test Period, minus, the aggregate amount of cash and Cash Equivalents of the Borrower and the
Restricted Subsidiaries on such date that does not (and is not required to) appear as “restricted” on a
consolidated balance sheet of the Borrower and the Restricted Subsidiaries (other than the Net Proceeds of a Permitted Equity
Issuance applied as a Cure Amount) to (b) Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for such Test
Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent
with Section 1.07.


 


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


 


“Traded Securities”
means any debt or equity securities issued pursuant to a public offering or Rule 144A offering.


 


“Transaction
Expenses” means any fees, expenses, costs or charges incurred or paid by the Borrower or any Restricted Subsidiary or,
to the extent in respect of amounts that constitute Restricted Payments permitted by Section 7.05, any Parent Company, in any such
case, in connection with the Transactions, including 



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any expenses in connection with hedging transactions, payments to officers,
employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase
or rollover of, or modifications to, stock options or restricted stock.


 


“Transactions”
means, collectively, the Specified Distribution, the funding of the Closing Date Term Loans, the Closing Date Refinancing and the
payment of the Transaction Expenses.


 


“Treasury Capital
Stock” has the meaning assigned to such term in Section 7.05(b)(2)(a).


 


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


 


“UCP”
means, 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).


 


“Uniform Commercial
Code” or “UCC” means the Uniform Commercial Code or any successor provision thereof as the same may
from time to time be in effect in the State of New York or the Uniform Commercial Code or any successor provision thereof (or similar
code or statute) of another jurisdiction, to the extent it may be required to apply to the perfection or priority of any Lien on
or otherwise with regard to any item or items of Collateral.


 


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


 


“United States
Tax Compliance Certificate” has the meaning specified in Section 3.01(3)(b)(iii).


 


“Unreimbursed
Amount” has the meaning specified in Section 2.03(3)(a).


 


“Unrestricted
Subsidiary” means:


 


(1)    any
Subsidiary of the Borrower which at the time of determination is an Unrestricted Subsidiary (as designated by the Borrower, as
provided below); and


 


(2)    any
Subsidiary of an Unrestricted Subsidiary.


 


The Borrower may designate:


 


(a)    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 (other than solely any Subsidiary of the Subsidiary to be so designated);
provided that:


 


(i)     such
designation shall be deemed an Investment;


 


(ii)    each
of (i) the Subsidiary to be so designated and (ii) 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 (other than Equity Interests
in an Unrestricted Subsidiary); and


 


(iii)    immediately
after giving effect to such designation, no Event of Default will have occurred and be continuing; and



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(b)    any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:


 


(i)    immediately
after giving effect to such designation, no Event of Default will have occurred and be continuing; and


 


(ii)    such
designation shall be deemed an incurrence by the Borrower and the Restricted Subsidiaries any of Indebtedness or liens of such
Unrestricted Subsidiary immediately prior to giving effect to such designation.


 


Any such designation
by the Borrower will be notified by the Borrower to the Administrative Agent by promptly filing with the Administrative Agent an
Officer’s Certificate certifying that such designation complied with the foregoing provisions. The designation of any Unrestricted
Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness and Liens
of such Subsidiary existing at such time. As of the Closing Date, the only Unrestricted Subsidiary of the Borrower is GreenSky,
Inc., a Delaware corporation.


 


“Unused Bank
Partner Commitments” means, collectively at any date of determination, the aggregate amount of all unused Bank Partner
Commitments as of such date


 


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


 


“USA PATRIOT
Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001 (Title III of Public Law No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.


 


“Weighted Average
Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be,
at any date, the quotient obtained by dividing (1) the sum of the products of the number of years (calculated to the nearest one-twenty-fifth)
from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or
similar payment with respect to such Disqualified Stock or Preferred Stock, multiplied by the amount of such payment, by
(2) the sum of all such payments; provided that for purposes of determining the Weighted Average Life to Maturity of any
Indebtedness (the “Applicable Indebtedness”), the effects of any amortization or prepayments made on such Applicable
Indebtedness prior to the date of such determination will be disregarded.


 


“wholly owned”
means, with respect to any Subsidiary of any Person, a Subsidiary of such Person one hundred percent (100%) of the outstanding
Equity Interests of which (other than (x) directors’ qualifying shares and (y) shares of Capital Stock of Foreign Subsidiaries
issued to foreign nationals as required by applicable Law) is at the time owned by such Person or by one or more wholly owned Subsidiaries
of such Person.


 


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


 


“Withholding
Agent” means the applicable Loan Party and the Administrative Agent.


 


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


 


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


 


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



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


 


(3)    References
in this Agreement to an Exhibit, Schedule, Article, Section, Annex, clause or subclause refer (a) to the appropriate Exhibit or
Schedule to, or Article, Section, clause or subclause in this Agreement or (b) to the extent such references are not present in
this Agreement, to the Loan Document in which such reference appears, in each case as such Exhibit, Schedule, Article, Section,
Annex, clause or subclause may be amended or supplemented from time to time.


 


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


 


(5)    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.


 


(6)    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”.


 


(7)    Article
and Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement or any other Loan Document.


 


(8)    The
word “or” is not intended to be exclusive unless expressly indicated otherwise.


 


(9)    With
respect to any Default or Event of Default, the words “exists”, “is continuing” or similar expressions
with respect thereto shall mean that the Default or Event of Default has occurred and has not yet been cured or waived.


 


(10)    For
purposes of determining compliance with any Section of Article VII, in the event that any Lien, Investment, Indebtedness,
Asset Sale, Restricted Payment, Affiliate Transaction, Contractual Obligation or prepayment of Indebtedness meets the criteria
of one or more of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion
thereof) at any time, shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion
at such time. For purposes of determining compliance with the incurrence of any Credit Agreement Refinancing Indebtedness or Refinancing
Indebtedness that restricts the amount of such Indebtedness relative to the amount of Credit Agreement Refinanced Debt or Refinanced
Debt, respectively, the Borrower and Restricted Subsidiaries may incur an incremental principal amount of Credit Agreement Refinancing
Indebtedness or Refinancing Indebtedness in such refinancing to the extent that the excess portion of the Credit Agreement Refinancing
Indebtedness or Refinancing Indebtedness would otherwise be permitted to be incurred in accordance with this Agreement.


 


(11)    For
purposes hereof, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers
to such Person consolidated with its Restricted Subsidiaries and excludes from such consolidation any Unrestricted Subsidiary as
if such Unrestricted Subsidiary were not an Affiliate of such Person.


 


(12)    For
purposes hereof, the term “consistent with industry practice” means “consistent with industry practice on terms
determined pursuant to the reasonable business judgment of the relevant Loan Party or Restricted Subsidiary, as applicable”.


 


SECTION
1.03    Accounting Terms. 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, 



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except as otherwise specifically prescribed
herein. Unless the context indicates otherwise, any reference to a “fiscal year” or a “fiscal quarter”
shall refer to a fiscal year ending June 30 or fiscal quarter ending September 30, December 31, March 31 or June 30 of the Borrower.
Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed,
and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial
Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar
result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value”,
as defined therein.


 


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


 


SECTION
1.05    References to Agreements, Laws, Etc. Unless otherwise expressly provided herein,
(1) references to Organizational Documents, agreements (including the Loan Documents) and other contractual instruments shall
be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but
only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by
any Loan Document; and (2) references to any Law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Law.


 


SECTION
1.06    Times of Day and Timing of Payment and Performance. Unless otherwise specified, (1)
all references herein to times of day shall be references to New York time (daylight or standard, as applicable) and (2) when
the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required
on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period”)
or performance shall extend to the immediately succeeding Business Day.


 


SECTION
1.07    Pro Forma and Other Calculations.


 


(1)    Notwithstanding
anything to the contrary herein, financial ratios and tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage
Ratio and the Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.07; provided
that notwithstanding anything to the contrary in clauses (2), (3), (4) or (5) of this Section 1.07,
when calculating the First Lien Net Leverage Ratio for purposes of (a) the definition of “Applicable Rate”, (b) Section
2.05(2)(a) and (c) the Financial Covenant (other than for the purpose of determining pro forma compliance with the Financial
Covenant), the events described in this Section 1.07 that occurred subsequent to the end of the applicable Test Period shall
not be given pro forma effect; provided however that voluntary prepayments made pursuant to Section 2.05(1)
during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow
required to be repaid pursuant to Section 2.05(2)(a) for any prior fiscal year) shall be given pro forma effect after
such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.05(2)(a) is due for purposes of
calculating the First Lien Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if
any. In addition for purposes of determining pro forma compliance with the Financial Covenant, if no Test Period with an
applicable level cited in the Financial Covenant has passed, the applicable level shall be the level for the first Test Period
cited in the Financial Covenant with an indicated level.


 


(2)    For
purposes of calculating any financial ratio or test (or Consolidated EBITDA or Total Assets), Specified Transactions (and, subject
to clause (4) below, the incurrence or repayment of any Indebtedness in connection therewith) that have been made (a) during
the applicable Test Period or (b) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation
of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any
increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified
Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last day of the
applicable Test Period). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted
Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any



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 Restricted Subsidiary since the beginning
of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.07,
then such financial ratio or test (or Consolidated EBITDA or Total Assets) shall be calculated to give pro forma effect
thereto in accordance with this Section 1.07.


 


(3)    Whenever
pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith
by a Financial Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings,
operating expense reductions and synergies projected by the Borrower in good faith to result from or relating to any Specified
Transaction (including the Transactions and, for the avoidance of doubt, acquisitions occurring prior to the Closing Date) which
is being given pro forma effect that have been realized or are expected to be realized and for which the actions necessary
to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which
substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) (calculated on
a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first
day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of
such period and “run-rate” means the full recurring benefit for a period that is associated with any action taken,
committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings
expected to result from the elimination of a public target’s compliance costs with public company requirements), whether
prior to or following the Closing Date, net of the amount of actual benefits realized during such period from such actions, and
any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during
any subsequent Test Period in which the effects thereof are expected to be realized) relating to such Specified Transaction; provided
that (a) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (b) such
actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken
no later than twenty-four (24) months after the date of such Specified Transaction (or such actions are undertaken or implemented
prior to the consummation of such Specified Transaction), and (c) no amounts shall be added to the extent duplicative of any amounts
that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma
adjustment or otherwise, with respect to such period.


 


(4)    In
the event that (a) the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees), issues or repays (including
by redemption, repurchase, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (other than Indebtedness
incurred or repaid under any revolving credit facility or line of credit unless such Indebtedness has been permanently repaid and
not replaced), (b) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock or (c) any Restricted
Subsidiary issues, repurchases or redeems Preferred Stock, in each case included in the calculations of any financial ratio or
test, (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously
with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving
pro forma effect to such incurrence, issuance, repayment or redemption of Indebtedness, issuance or repurchase or redemption
of Disqualified Stock or Preferred Stock, in each case to the extent required, as if the same had occurred on the last day of the
applicable Test Period, in which case such incurrence, issuance, repayment or redemption of Indebtedness or issuance, repurchase
or redemption of Disqualified Stock or Preferred Stock, in each case will be given effect, as if the same had occurred on the first
day of the applicable Test Period); provided, however, that at the election of the Borrower, the pro forma
calculation will not give effect to any Indebtedness incurred on such determination date pursuant to the provisions described in
Section 7.02(c).


 


(5)    Interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of
the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 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 determined to have been based upon the rate actually chosen, or if none, then based upon such
optional rate chosen as the Borrower or applicable Restricted Subsidiary may designate.


 


(6)    Notwithstanding
anything to the contrary in this Section 1.07 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, no pro forma effect shall
be given to any discontinued operations (and the 



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Consolidated 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.


 


(7)    Any
determination of Total Assets shall be made by reference to the last day of the Test Period most recently ended for which internal
financial statements of the Borrower are available (as determined in good faith by the Borrower) on or prior to the relevant date
of determination.


 


(8)    Notwithstanding
anything in this Agreement or any Loan Document to the contrary, when (a) calculating any applicable ratio, Consolidated Net Income
or Consolidated EBITDA in connection with the incurrence of Indebtedness, the issuance of Disqualified Stock or Preferred Stock,
the creation of Liens, the making of any Asset Sale, the making of an Investment, the making of a Restricted Payment, the designation
of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or the repayment of Indebtedness, Disqualified Stock or
Preferred Stock, (b) determining compliance with any provision of this Agreement which requires that no Default or Event of Default
has occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires
compliance with any representations and warranties set forth herein or (d) determining the satisfaction of all other conditions
precedent to the incurrence of Indebtedness, the issuance of Disqualified Stock or Preferred Stock, the creation of Liens, the
making of any Asset Sale, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a
Restricted Subsidiary or an Unrestricted Subsidiary or the repayment of Indebtedness, Disqualified Stock or Preferred Stock, in
each case in connection with a Limited Condition Transaction, the date of determination of such ratio or other provisions, determination
of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with
any representations or warranties or the satisfaction of any other conditions shall, at the option of the Borrower (the Borrower’s
election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”, which
LCT Election may be in respect of one or more of clauses (a), (b), (c) and (d) above), be deemed to
be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered
into (the “LCT Test Date”). If on a pro forma basis after giving effect to such Limited Condition Transaction
and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified
Stock or Preferred Stock, and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited
Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT
Test Date for which internal financial statements are available, the Borrower could have taken such action on the relevant LCT
Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with,
unless an Event of Default pursuant to Section 8.01(1), or, solely with respect to the Borrower, Section 8.01(6)
shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, (i) if, following
the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including
due to fluctuations in Consolidated EBITDA or other components of such ratio) or other provisions at or prior to the consummation
of the relevant Limited Condition Transactions, such ratios and other provisions will not be deemed to have been exceeded or failed
to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction
is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation
of such Limited Condition Transaction or related Specified Transactions, unless, other than if an Event of Default pursuant to
Section 8.01(1), or, solely with respect to the Borrower, Section 8.01(6), shall be continuing on such date, the
Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition
Transaction or related Specified Transactions is consummated. If the Borrower has made an LCT Election for any Limited Condition
Transaction, then in connection with any subsequent calculation of any ratio, Basket availability or compliance with any other
provision hereunder (other than actual compliance with the Financial Covenant) on or following the relevant LCT Test Date and prior
to the earliest of the date on which such Limited Condition Transaction is consummated, the date that the definitive agreement
for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or the
date the Borrower makes an election pursuant to the immediately preceding sentence, any such ratio, Basket or compliance with any
other provision hereunder shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other
transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock,
and the use of proceeds thereof) had been consummated on the LCT Test Date. Notwithstanding anything in this Agreement or any Loan
Document to the contrary, if the Borrower or its Restricted Subsidiaries (x) incurs Indebtedness, issues Disqualified Stock or
Preferred Stock, creates Liens, makes Asset Sales, makes Investments, makes Restricted Payments, designates any



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 Subsidiary as a
Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection
with any Limited Condition Transaction under a ratio-based Basket and (y) incurs Indebtedness, issues Disqualified Stock or Preferred
Stock, creates Liens, makes Asset Sales, Investments or Restricted Payments, designates any as a Restricted Subsidiary or an Unrestricted
Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with such Limited Condition Transaction
under a non-ratio-based Basket (which shall occur within five Business Days of the events in clause (x) above), then the
applicable ratio will be calculated with respect to any such action under the applicable ratio-based Basket without regard to any
such action under such non-ratio-based Basket made in connection with such Limited Condition Transaction.


 


SECTION
1.08    Available Amount Transaction. If more than one action occurs on any given date the permissibility
of the taking of which is determined hereunder by reference to the amount specified in clause (3) of Section 7.05(a)
immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently
and in no event may any two or more such actions be treated as occurring simultaneously, i.e., each transaction must be permitted
under clause (3) of Section 7.05(a) as so calculated.


 


SECTION
1.09    Guaranties of Hedging Obligations. Notwithstanding anything else to the contrary in
any Loan Document, no non-Qualified ECP Guarantor shall be required to guarantee or provide security for Excluded Swap Obligations,
and any reference in any Loan Document with respect to such non-Qualified ECP Guarantor guaranteeing or providing security for
the Obligations shall be deemed to be all Obligations other than the Excluded Swap Obligations.


 


SECTION
1.10    Currency Generally.


 


(1)    The
Borrower shall determine in good faith the Dollar equivalent amount of any utilization or other measurement denominated in a currency
other than Dollars for purposes of compliance with any Basket. For purposes of determining compliance with any Basket under Article
VII or VIII with respect to any amount expressed in a currency other than Dollars, no Default shall be deemed to have
occurred solely as a result of changes in rates of currency exchange occurring after the time such Basket utilization occurs or
other Basket measurement is made (so long as such Basket utilization or other measurement, at the time incurred, made or acquired,
was permitted hereunder). Except with respect to any ratio calculated under any Basket, any subsequent change in rates of currency
exchange with respect to any prior utilization or other measurement of a Basket previously made in reliance on such Basket (as
the same may have been reallocated in accordance with this Agreement) shall be disregarded for purposes of determining any unutilized
portion under such Basket.


 


(2)    For
purposes of determining the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and the Total Net Leverage Ratio, the amount
of Indebtedness and cash and Cash Equivalents shall reflect the currency translation effects, determined in accordance with GAAP,
of Hedging Obligations permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the
date of determination of the Dollar equivalent of such Indebtedness.


 


SECTION
1.11    Letters of Credit. Unless otherwise specified herein, the amount of a Letter of Credit
at any time shall be deemed to be the amount of the stated amount of such Letter of Credit in effect at such time after giving
effect to any automatic reductions to such stated amount pursuant to the terms of the applicable Letter of Credit after the occurrence
of any applicable condition (including the expiration of any applicable period); provided, however, that with respect
to any Letter of Credit that, by its terms or the terms of any Issuing Bank Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the amount of the
maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount
is in effect at such time.



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Article II


 


The Commitments
and Borrowings


 


SECTION
2.01    The Loans.


 


(1)    Term
Borrowings. Subject to the terms and conditions set forth in Section 4.01 hereof, each Term Lender severally agrees
to make to the Borrower on the Closing Date one or more Closing Date Term Loans denominated in Dollars in an aggregate principal
amount equal to such Term Lender’s Closing Date Term Loan Commitment on the Closing Date. Amounts borrowed under this Section
2.01(1) and repaid or prepaid may not be reborrowed. The Closing Date Term Loans may be Base Rate Loans or Eurodollar Rate
Loans, as further provided herein.


 


(2)    Revolving
Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans denominated
in Dollars from its applicable Lending Office (each such loan, a “Revolving Loan”) to the Borrower from time
to time, on any Business Day during the period from the Closing Date until the Maturity Date, in an aggregate principal amount
not to exceed at any time outstanding the amount of such Lender’s Adjusted Revolving Commitment Amount; provided that
after giving effect to any Revolving Borrowing, (i) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus
such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s
Adjusted Revolving Commitment Amount and (ii) the aggregate Outstanding Amount of all Revolving Loans and the aggregate Outstanding
Amount of all L/C Obligations shall not exceed the Aggregate Adjusted Revolving Commitment Amount. Within the limits of each Lender’s
Adjusted Revolving Commitment Amount, and subject to the other terms and conditions hereof, the Borrower may borrow under this
Section 2.01(2), prepay under Section 2.05 and reborrow under this Section 2.01(2). Revolving Loans may be
Base Rate Loans or Eurodollar Rate Loans, as further provided herein.


 


SECTION
2.02    Borrowings, Conversions and Continuations of Loans.


 


(1)    Each
Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each
continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice, on behalf of the Borrower, to
the Administrative Agent (provided that the notice in connection with any Permitted Acquisition or other transaction permitted
under this Agreement, may be conditioned on the closing of such Permitted Acquisition or other transaction, as applicable), which
may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice by the Borrower must
be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be received
by the Administrative Agent not later than (a) 11:00 a.m., three (3) Business Days prior to the requested date of any Borrowing
or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans and (b) 1:00 p.m., on the
requested date of any Borrowing of Base Rate Loans or any conversion of Eurodollar Rate Loans to Base Rate Loans; provided that
the notice referred to in subclause (a) above may be delivered not later than 1:00 p.m., one (1) Business Day prior to the
Closing Date in the case of the Closing Date Term Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(1)
must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed
and signed by a Responsible Officer of the Borrower. Except as provided in Sections 2.14, 2.15 and 2.16, each
Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple
amount of $250,000 in excess thereof. Except as provided in Sections 2.03(3), 2.14, 2.15 and 2.16,
each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple amount of $100,000
in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify


 


(i)    whether
the Borrower is requesting a Term Borrowing, a Revolving Borrowing, a conversion of Term Loans or Revolving Loans from one Type
to the other or a continuation of Eurodollar Rate Loans;


 


(ii)    the
requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day);



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(iii)    the
principal amount of Loans to be borrowed, converted or continued;


 


(iv)    the
Class and Type of Loans to be borrowed or to which existing Term Loans or Revolving Loans are to be converted;


 


(v)    if
applicable, the duration of the Interest Period with respect thereto; and


 


(vi)    wire
instructions of the account(s) to which funds are to be disbursed.


 


If the Borrower fails
to specify a Type of Loan to be made in a Committed Loan Notice, then the applicable Loans shall be made as Eurodollar Rate Loans
with an Interest Period of one (1) month. If the Borrower fails to give a timely notice requesting a conversion or continuation,
then the applicable Loans shall be made or continued as the same Type of Loan, which if a Eurodollar Rate Loan, shall have a one-month
Interest Period. Any such automatic continuation of Eurodollar Rate Loans shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion
to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will
be deemed to have specified an Interest Period of one (1) month.


 


(2)    Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share
or other applicable share provided for under this Agreement of the applicable Class of Loans, and if no timely notice of a conversion
or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic
continuation of Eurodollar Rate Loans or continuation of Loans described in Section 2.02(1). In the case of each Borrowing,
each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative
Agent’s Office not later than 3:00 p.m., on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction
of the applicable conditions set forth in Article IV for any Borrowing, the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the Administrative Agent either by (a) crediting the account(s)
of the Borrower on the books of the Administrative Agent with the amount of such funds or (b) wire transfer of such funds, in each
case in accordance with instructions provided by the Borrower to (and reasonably acceptable to) the Administrative Agent; provided
that if on the date the Committed Loan Notice with respect to a Borrowing under a Revolving Facility is given by the Borrower,
there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any
such L/C Borrowings and second, to the Borrower as provided above.


 


(3)    Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for
such Eurodollar Rate Loan, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith.
Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent at the direction of the Required
Facility Lenders under the applicable Facility may require by notice to the Borrower that no Loans under such Facility may be converted
to or continued as Eurodollar Rate Loans.


 


(4)    The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative
Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative
Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining
the Base Rate promptly following the public announcement of such change.


 


(5)    After
giving effect to all Term Borrowings, all Revolving Borrowings, all conversions of Term Loans or Revolving Loans from one Type
to the other, and all continuations of Term Loans or Revolving Loans as the same Type, there shall not be more than ten (10) Interest
Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment
of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment
in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(5) shall increase
by three (3) Interest Periods for each applicable Class so established.



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


 


(7)    Unless
the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing, or, in the case of any Borrowing
of Base Rate Loans, prior to 1:30 p.m., New York time, on the date of such Borrowing, that such Lender will not make available
to the Administrative Agent such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such
Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share and such other applicable share available
to the Administrative Agent on the date of such Borrowing in accordance with paragraph (2) above, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative
Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the
Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower
until the date such amount is repaid to the Administrative Agent at (a) in the case of the Borrower, the interest rate applicable
at the time to the Loans comprising such Borrowing and (b) in the case of such Lender, the Overnight Bank Funding Rate plus
any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance with the foregoing.
A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(7)
shall be conclusive in the absence of manifest error. If the Borrower and such Lender shall both pay all or any portion of the
principal amount in respect of such Borrowing or interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to the Borrower the amount of such Borrowing or interest paid by the Borrower for such
period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute
such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower
may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 


SECTION
2.03    Letters of Credit.


 


(1)    The
Letter of Credit Commitments.


 


(a)    Subject
to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Revolving
Lenders set forth in this Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date
until the L/C Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower (provided that
any such Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously
issued by it, in accordance with Section 2.03(2), and (B) to honor drawings under the Letters of Credit and (ii) the Revolving
Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no
Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated
to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Exposure of any Revolving
Lender would exceed such Lender’s Adjusted Revolving Commitment Amount, (y) the Outstanding Amount of the L/C Obligations
would exceed the L/C Sublimit or (z) the Outstanding Amount of the L/C Obligations issued by such Issuing Bank would exceed its
L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain
Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit
to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.


 


(b)    An
Issuing Bank shall be under no obligation to issue any Letter of Credit if:


 


(i)    any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing
Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank or any directive (whether or not having the
force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or direct that such Issuing
Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such
Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital 



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requirement (for which such Issuing Bank
is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed
loss, cost or expense which was not applicable on the Closing Date (for which such Issuing Bank is not otherwise compensated hereunder);


 


(ii)    subject
to Section 2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the
date of issuance or last renewal, unless (A) each Appropriate Lender has approved of such expiration date or (B) the Outstanding
Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter
of credit reasonably satisfactory to the applicable Issuing Bank;


 


(iii)    the
expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless (A) each Appropriate Lender has
approved of such expiration date or (B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit
has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank;


 


(iv)    the
issuance of such Letter of Credit would violate any policies of such Issuing Bank applicable to letters of credit generally; or


 


(v)    any
Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery
of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such
Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the
Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C
Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.


 


(c)    An
Issuing Bank shall be under no obligation to amend any Letter of Credit if (i) such Issuing Bank would have no obligation at such
time to issue such Letter of Credit in its amended form under the terms hereof or (ii) the beneficiary of such Letter of Credit
does not accept the proposed amendment to such Letter of Credit.


 


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


 


(a)    Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an Issuing Bank
(with a copy to the Administrative Agent) in the form of a L/C Application, appropriately completed and signed by a Responsible
Officer of the Borrower. Such L/C Application must be received by the relevant Issuing Bank and the Administrative Agent not later
than 1:00 p.m., at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be, or,
in each case, such later date and time as the relevant Issuing Bank may agree in a particular instance in its sole discretion.
In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail reasonably
satisfactory to the relevant Issuing Bank:


 


(i)    the
proposed issuance date of the requested Letter of Credit (which shall be a Business Day);


 


(ii)    the
amount thereof;


 


(iii)    the
expiry date thereof;


 


(iv)    the
name and address of the beneficiary thereof;


 


(v)    the
documents to be presented by such beneficiary in case of any drawing thereunder;



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(vi)    the
full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and


 


(vii)    such
other matters as the relevant Issuing Bank may reasonably request.


 


In the case of a request
for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory
to the relevant Issuing Bank:


 


(A)    the
Letter of Credit to be amended;


 


(B)    the
proposed date of amendment thereof (which shall be a Business Day);


 


(C)    the
nature of the proposed amendment; and


 


(D)    such
other matters as the relevant Issuing Bank may reasonably request.


 


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


 


(c)    If
the Borrower so requests in any applicable L/C Application, the relevant Issuing Bank 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 relevant Issuing Bank to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later
than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon by the relevant
Issuing Bank and the Borrower at the time such Letter of Credit is issued. Unless otherwise agreed in such Letter of Credit, the
Borrower shall not be required to make a specific request to the relevant Issuing Bank for any such extension. Once an Auto-Extension
Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) the relevant
Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the applicable L/C Expiration
Date, unless the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized
or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank; provided that the relevant
Issuing Bank shall not permit any such extension if (i) the relevant Issuing Bank has determined that it would have no obligation
at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section
2.03(1)(b) or otherwise) or (ii) it has received notice (which may be by telephone or in writing) on or before the day that
is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Lender or the Borrower
that one or more of the applicable conditions specified in Section 4.02 will not be satisfied on the applicable date of
the Credit Extension.


 


(d)    Promptly
after issuance of any Letter of Credit or any amendment to a Letter of Credit, the relevant Issuing Bank will also deliver to the
Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.



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(3)    Drawings
and Reimbursements; Funding of Participations.


 


(a)    Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant Issuing
Bank shall promptly notify the Borrower and the Administrative Agent thereof (including the date on which such payment is to be
made). Not later than 12:00 p.m. on the first Business Day immediately following any payment by an Issuing Bank under a Letter
of Credit with notice to the Borrower (each such date, an “Honor Date”), the Borrower shall reimburse, or cause
to be reimbursed, such Issuing Bank, in each case, through the Administrative Agent in an amount equal to the amount of such drawing;
provided that, if such reimbursement is not made on the date of drawing, the Borrower shall pay interest to the relevant
Issuing Bank on such amount at the rate applicable to Base Rate Loans (without duplication of interest payable on L/C Borrowings).
The relevant Issuing Bank shall notify the Borrower of the amount of the drawing promptly following the determination thereof.
If the Borrower fails to so reimburse, or cause to be reimbursed, such Issuing Bank by such time, the Administrative Agent shall
promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”),
and the amount of such Appropriate Lender’s Applicable Percentage thereof. In such event, in the case of an Unreimbursed
Amount under a Letter of Credit, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be
disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified
in Section 2.02 for the principal amount of Base Rate Loans but subject to the requirements for the amount of the unutilized
portion of the Revolving Commitments under the applicable Revolving Facility of the Appropriate Lenders, the Adjusted Revolving
Commitment Amount of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a
Committed Loan Notice). Any notice given by an Issuing Bank or the Administrative Agent pursuant to this Section 2.03(3)(a)
may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation
shall not affect the conclusiveness or binding effect of such notice.


 


(b)    Each
Appropriate Lender (including any Lender acting as an Issuing Bank) shall upon any notice pursuant to Section 2.03(3)(a)
make funds available to the Administrative Agent for the account of the relevant Issuing Bank in Dollars at the Administrative
Agent’s Office for payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00
p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section
2.03(3)(c), each Appropriate Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base
Rate Loan to the Borrower in such amount and, for the avoidance of doubt, the making of such Base Rate Loans in an aggregate amount
equal to such Unreimbursed Amount shall satisfy the Borrower’s reimbursement obligations with respect thereof. The Administrative
Agent shall remit the funds so received to the relevant Issuing Bank.


 


(c)    With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions
set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from
the relevant Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate
Lender’s payment to the Administrative Agent for the account of the relevant Issuing Bank pursuant to Section 2.03(3)(b)
shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender
in satisfaction of its participation obligation under this Section 2.03.


 


(d)    Until
each Appropriate Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(3) to reimburse the relevant
Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage
of such amount shall be solely for the account of the relevant Issuing Bank.


 


(e)    Each
Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse an Issuing Bank for amounts drawn under
Letters of Credit, as contemplated by this Section 2.03(3), shall be absolute and unconditional and shall not be affected
by any circumstance, including


 


(i)    any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant Issuing Bank, the Borrower
or any other Person for any reason whatsoever;



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(ii)    the
occurrence or continuance of a Default; or


 


(iii)    any
other occurrence, event or condition, whether or not similar to any of the foregoing;


 


provided that each Revolving Lender’s
obligation to make Revolving Loans pursuant to this Section 2.03(3) is subject to the conditions set forth in Section
4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise
impair the obligation of the Borrower to reimburse the relevant Issuing Bank for the amount of any payment made by such Issuing
Bank under any Letter of Credit, together with interest as provided herein.


 


(f)    If
any Revolving Lender fails to make available to the Administrative Agent for the account of the relevant Issuing Bank any amount
required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(3) by the time specified in
Section 2.03(3)(b), such Issuing Bank shall be entitled to recover from such Lender (acting through the Administrative Agent),
on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to such Issuing Bank at a rate per annum equal to the Overnight Bank Funding Rate from time to
time in effect. A certificate of the relevant Issuing Bank submitted to any Revolving Lender (through the Administrative Agent)
with respect to any amounts owing under this Section 2.03(3)(f) shall be conclusive absent manifest error.


 


(4)    Repayment
of Participations.


 


(a)    If,
at any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such
Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(3), the Administrative Agent receives
for the account of such Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly
from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the amount received by the Administrative
Agent.


 


(b)    If
any payment received by the Administrative Agent for the account of an Issuing Bank pursuant to Section 2.03(3)(a) or Section
2.03(3)(b) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant
to any settlement entered into by such Issuing Bank in its discretion), each Appropriate Lender shall pay to the Administrative
Agent for the account of such Issuing Bank its Applicable 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 Overnight Bank Funding Rate from time to time in effect. The Obligations of the Revolving Lenders under this Section
2.03(4)(b) shall survive the payment in full of the Obligations and the termination of this Agreement.


 


(5)    Obligations
Absolute. The obligation of the Borrower to reimburse the relevant Issuing Bank for each drawing under each Letter of Credit
issued by it 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:


 


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


 


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


 


(c)    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 



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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;


 


(d)    any
payment by the relevant Issuing Bank 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 relevant Issuing Bank under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver
or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in
connection with any proceeding under any Debtor Relief Law;


 


(e)    any
exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the
Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or


 


(f)    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, any Loan Party;


 


provided that the foregoing shall
not excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that
are caused by acts or omissions by such Issuing Bank constituting gross negligence, bad faith or willful misconduct on the part
of such Issuing Bank as determined in a final and non-appealable judgment by a court of competent jurisdiction.


 


(6)    Role
of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note,
writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed,
sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or
made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and
its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s
option, counsel of the Administrative Agent or the Borrower). Each Lender and the Borrower agrees that, in paying any drawing under
a Letter of Credit, the relevant Issuing Bank 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 Issuing Banks, any Related
Person of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be
liable to any Lender for


 


(a)    any
action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the
Required Facility Lenders in respect of the Revolving Commitments, as applicable;


 


(b)    any
action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable
judgment by a court of competent jurisdiction; or


 


(c)    the
due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application.


 


The Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided
that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it
may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons
of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable
or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5); provided
that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and such
Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential,
damages



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 suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith
or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, 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 a final and non-appealable judgment by a court of competent jurisdiction.
In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing
Bank shall 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.


 


Each Revolving Lender
shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective
directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful
misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, 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 a final and non-appealable judgment by a court
of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action
taken or omitted to be taken by such indemnitees hereunder.


 


(7)    Cash
Collateral. Subject to Section 2.17(1)(d), if:


 


(a)    as
of any L/C Expiration Date, any applicable Letter of Credit may for any reason remain outstanding and partially or wholly undrawn;


 


(b)    any
Event of Default occurs and is continuing and the Administrative Agent, upon the direction of the Required Facility Lenders in
respect of the Revolving Facility, requires the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02;
or


 


(c)    an
Event of Default set forth under Section 8.01(6) occurs and is continuing;


 


the Borrower will Cash Collateralize, or
cause to be Cash Collateralized, the then Outstanding Amount of all relevant L/C Obligations (in an amount equal to such Outstanding
Amount determined as of the date of such Event of Default or the applicable L/C Expiration Date, as the case may be), and shall
do so not later than 2:00 p.m. on (i) in the case of the immediately preceding clauses (a) or (b), (x) the Business
Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 p.m. or (y) if clause (x)
above does not apply, the Business Day immediately following the day that the Borrower receives such notice and (ii) in the case
of the immediately preceding clause (c), the Business Day on which an Event of Default set forth under Section 8.01(6)
occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. At any time that there shall exist
a Defaulting Lender, immediately upon the request of the Administrative Agent or the applicable Issuing Bank, the Borrower will
Cash Collateralize all Fronting Exposure (after giving effect to Section 2.17(1)(d) and any Cash Collateral provided by
the Defaulting Lender). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Revolving
Lenders, a security interest in all such Cash Collateral. Cash Collateral shall be maintained in blocked accounts at the Administrative
Agent and may be invested in readily available Cash Equivalents selected by the Administrative Agent in its sole discretion. If
at any time the Administrative Agent determines that any funds held as Cash Collateral are expressly subject to any right or claim
of any Person other than the Loan Parties or the Administrative Agent (in its capacity as the depository bank and on behalf of
the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all relevant L/C Obligations,
the Borrower will, forthwith upon demand by the Administrative Agent, pay, or cause to be paid, to the Administrative Agent, as
additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to
the excess of (A) such aggregate Outstanding Amount over (B) the total amount of funds, if any, then held as Cash Collateral that
the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter
of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable
Law, to reimburse the relevant Issuing Bank. To the extent the amount of any Cash Collateral exceeds the then Outstanding 



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Amount
of such relevant L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall promptly be
refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of
Credit pursuant to this Section 2.03(7) is cured or otherwise waived, then so long as no other Event of Default has occurred
and is continuing, the amount of any Cash Collateral pledged to Cash Collateralize such Letter of Credit shall promptly be refunded
to the Borrower.


 


(8)    [Reserved].


 


(9)    Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent, for the account of each Revolving Lender for the applicable
Revolving Facility in accordance with its Applicable Percentage, a Letter of Credit fee for each Letter of Credit issued pursuant
to this Agreement equal to the Applicable Rate set forth in the “Eurodollar Rate and Letter of Credit Fees” column
of the chart in the definition of “Applicable Rate” times the daily maximum amount then available to be drawn under
such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount
decreases or increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any
Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which
such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Bank pursuant to this Section
2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward
adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(1)(d),
with the balance of such fee, if any, payable to the applicable Issuing Bank for its own account. Such Letter of Credit fees shall
be computed on a quarterly basis in arrears on the basis of a 360-day year and actual days elapsed. Such Letter of Credit fees
shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date
to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. If there is any change
in the Applicable Rate set forth in the “Eurodollar Rate and Letter of Credit Fees” column of the chart in the definition
of “Applicable Rate” during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.


 


(10)    Fronting
Fee and Documentary and Processing Charges Payable to Issuing Banks. The Borrower shall pay directly to each Issuing Bank for
its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank equal to 0.125% per annum
(or such other lower amount as may be mutually agreed by the Borrower and the applicable Issuing Bank) of the maximum amount then
available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit
if such maximum amount increases or decreases periodically pursuant to the terms of such Letter of Credit) or such lesser fee as
may be agreed with such Issuing Bank. Such fronting fees shall be computed on a quarterly basis in arrears on the basis of a 360-day
year and actual days elapsed. Such fronting fees shall be due and payable on the last Business Day of each March, June, September
and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date
and thereafter on demand. In addition, the Borrower shall pay, or cause to be paid, directly to each Issuing Bank for its own account
with respect to each Letter of Credit issued by such Issuing Bank the customary issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of such Issuing Bank relating to letters of credit as from time to time in effect.
Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.


 


(11)    Conflict
with L/C Application. Notwithstanding anything else to the contrary in this Agreement or any L/C Application, in the event
of any conflict between the terms hereof and the terms of any L/C Application, the terms hereof shall control.


 


(12)    Addition
of an Issuing Bank. There may be one or more Issuing Banks under this Agreement from time to time. After the Closing Date,
a Revolving Lender reasonably acceptable to the Borrower and the Administrative Agent may become an additional Issuing Bank hereunder
pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Lender. The Administrative Agent
shall notify the Revolving Lenders of any such additional Issuing Bank.


 


(13)    Provisions
Related to Extended Revolving Commitments. If the L/C Expiration Date in respect of any Class of Revolving Commitments occurs
prior to the expiry date of any Letter of Credit, then (a) if 



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consented to by the Issuing Bank which issued such Letter of Credit,
if one or more other Classes of Revolving Commitments in respect of which the L/C 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 Lenders to purchase participations therein and to make Revolving Loans and payments
in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders
pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate
principal amount of the unutilized Aggregate Adjusted Revolving Commitment Amount thereunder at such time (it being understood
that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately
preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such
Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior
to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn
and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit,
such Letter(s) of Credit shall be backstopped by a “back-to-back” letter of credit reasonably satisfactory to the applicable
Issuing Bank or the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7).


 


(14)    Letter
of Credit Reports. For so long as any Letter of Credit issued by an Issuing Bank that is not the Administrative Agent is outstanding,
such Issuing Bank shall deliver to the Administrative Agent on the last Business Day of each calendar month, and on each date that
an L/C Credit Extension occurs with respect to any such Letter of Credit, a report in the form of Exhibit R, appropriately
completed with the information for every outstanding Letter of Credit issued by such Issuing Bank.


 


(15)    Letters
of Credit Issued for 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 Subsidiary of the Borrower, the Borrower shall be obligated to reimburse, or cause
to be reimbursed, the applicable Issuing Bank 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 Subsidiary inures to the benefit of the Borrower, and
that the Borrower’s businesses derives substantial benefits from the businesses of each Subsidiary.


 


(16)    Applicability
of ISP and UCP. Unless otherwise expressly agreed by the relevant Issuing Bank 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 UCP shall apply to each
commercial Letter of Credit.


 


SECTION
2.04    [Reserved].


 


SECTION
2.05    Prepayments.


 


(1)    Optional.


 


(a)    The
Borrower may, upon notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any
Class or Classes of Term Loans and any Class or Classes of Revolving Loans in whole or in part without premium (except as set forth
in Section 2.18) or penalty; provided that:


 


(i)    such
notice must be received by the Administrative Agent not later than (A) 1:00 p.m., three (3) Business Days prior to any date of
prepayment of Eurodollar Rate Loans and (B) 12:00 p.m., on the date of prepayment of Base Rate Loans;


 


(ii)    any
prepayment of Eurodollar Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof
or, if less, the entire principal amount thereof then outstanding; and


 


(iii)    any
prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or,
if less, the entire principal amount thereof then outstanding.



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Each such notice shall
specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will
promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share
of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied
by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of
each prepayment of the Loans pursuant to this Section 2.05(1), the Borrower may in its sole discretion select the Borrowing
or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate
Lenders in accordance with their respective Pro Rata Shares.


 


(b)    [Reserved].


 


(c)    Notwithstanding
anything to the contrary contained in this Agreement, the Borrower may rescind (or delay the date of prepayment identified in)
any notice of prepayment under Section 2.05(1)(a) by written notice to the Administrative Agent not later than 12:00 p.m.,
on such prepayment date if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility
or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.


 


(d)    Voluntary
prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal
thereof in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction,
in direct order of maturity). Each prepayment in respect of any Term Loans pursuant to this Section 2.05 may be applied
to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an
Existing Term Loan Class pursuant to this Section 2.05 without any requirement to prepay Extended Term Loans that were converted
or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 2.05 without
any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans.
In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal
or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the scheduled
installments of principal in direct order of maturity on a pro rata basis among Term Loan Classes.


 


(e)    Notwithstanding
anything in any Loan Document to the contrary, so long as (x) no Event of Default has occurred and is continuing and (y) no proceeds
of Revolving Loans are used for this purpose, any Borrower Party may (i) purchase outstanding Term Loans on a non-pro rata
basis through open market purchases or (ii) prepay the outstanding Term Loans (which Term Loans shall, for the avoidance of doubt,
be automatically and permanently canceled immediately upon such purchase or prepayment), which in the case of clause (ii)
only shall be prepaid without premium or penalty on the following basis:


 


(A)    Any
Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of
Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted
Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance
with this Section 2.05(1)(e) and without premium or penalty.


 


(B)    (1)
Any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five
(5) Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment
Notice; provided that (I) any such offer shall be made available, at the sole discretion of the applicable Borrower Party,
to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any
such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”)
with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount
to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified
Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such
event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(B)), (III) the
Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and



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 whole increments of $1,000,000
in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The
Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form
of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its
delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Lenders (the
“Specified Discount Prepayment Response Date”).


 


(2)    Each
Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response
Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount
and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of
such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by
a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not
received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the
applicable Borrower Offer of Specified Discount Prepayment.


 


(3)    If
there is at least one Discount Prepayment Accepting Lender, the relevant Borrower Party will make a prepayment of outstanding Term
Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding
amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection
(2) above; provided that if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment
Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount
Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment
Accepting Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction
Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”).
The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response
Date, notify (I) the relevant Borrower Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment
Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each
Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Term Loans to be
prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration,
if any, and confirmation of the principal amount, Class and Type of Term Loans of such Lender to be prepaid at the Specified Discount
on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the applicable Borrower
Party and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified
in such notice to the applicable Borrower Party shall be due and payable by such Borrower Party on the Discounted Prepayment Effective
Date in accordance with subsection (F) below (subject to subsection (J) below).


 


(C)    (1)
Any Borrower Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5)
Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Discount Range Prepayment
Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Borrower Party, to (x)
each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice
shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”),
the Class or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount
Range”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid
by such Borrower Party (it being understood that different Discount Ranges or Discount Range Prepayment Amounts may be offered
with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant
to the terms of this Section 2.05(1)(e)(C)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount
not less than $5,000,000 and whole



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 increments of $1,000,000 in excess thereof and (IV) unless rescinded, each such solicitation
by the applicable Borrower Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent
will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range
Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m.,
on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response
Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to
par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment
of any or all of its then outstanding Term Loans of the applicable Class or Classes and the maximum aggregate principal amount
and Classes of such Lender’s Term Loans (the “Submitted Amount”) such Term Lender is willing to have prepaid
at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount
Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term
Loans at any discount to their par value within the Discount Range.


 


(2)    The
Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment
Response Date and shall determine (in consultation with such Borrower Party and subject to rounding requirements of the Auction
Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount
in accordance with this subsection (C). The relevant Borrower Party agrees to accept on the Discount Range Prepayment Response
Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the
order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to
par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted
Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”)
which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment
Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept
prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented
to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection
(3)) at the Applicable Discount (each such Term Lender, a “Participating Lender”).


 


(3)    If
there is at least one Participating Lender, the relevant Borrower Party will prepay the respective outstanding Term Loans of each
Participating Lender in the aggregate principal amount and of the Classes specified in such Lender’s Discount Range Prepayment
Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount
to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of
the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to
the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified
Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent
(in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable
discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly,
and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Borrower
Party of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable
Discount, the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender
of the Discounted Prepayment Effective Date, the Applicable Discount and the aggregate principal amount and Classes of Term Loans
to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and Classes
of such Term Lender to be prepaid at the Applicable Discount on such date and (IV) if applicable, each Identified Participating
Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices
to the relevant



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 Borrower Party and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment
amount specified in such notice to the applicable Borrower Party shall be due and payable by such Borrower Party on the Discounted
Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).


 


(D)    (1)
Any Borrower Party may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five
(5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice (or such later notice specified therein);
provided that (I) any such solicitation shall be extended, at the sole discretion of such Borrower Party, to (x) each Term
Lender or (y) each Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify
the maximum aggregate amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the Class
or Classes of Term Loans the applicable Borrower Party is willing to prepay at a discount (it being understood that different Solicited
Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer
will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(D)), (III) the Solicited Discounted
Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof
and (IV) unless rescinded, each such solicitation by the applicable Borrower Party shall remain outstanding through the Solicited
Discounted Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Solicited
Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Lender to
the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice
to such Term Lenders (the “Solicited Discounted Prepayment Response Date”). Each Term Lender’s Solicited
Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date and (z) specify both a discount
to par (the “Offered Discount”) at which such Term Lender is willing to allow prepayment of its then outstanding
Term Loan and the maximum aggregate principal amount and Classes of such Term Loans (the “Offered Amount”) such
Term Lender is willing to have prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment Offer is
not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment
of any of its Term Loans at any discount.


 


(2)    The
Auction Agent shall promptly provide the relevant Borrower Party with a copy of all Solicited Discounted Prepayment Offers received
on or before the Solicited Discounted Prepayment Response Date. Such Borrower Party shall review all such Solicited Discounted
Prepayment Offers and select the smallest of the Offered Discounts specified by the relevant responding Term Lenders in the Solicited
Discounted Prepayment Offers that is acceptable to the applicable Borrower Party (the “Acceptable Discount”),
if any. If the applicable Borrower Party elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable
after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt
by such Borrower Party from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence
of this subsection (2) (the “Acceptance Date”), the applicable Borrower Party shall submit an Acceptance
and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an
Acceptance and Prepayment Notice from the applicable Borrower Party by the Acceptance Date, such Borrower Party shall be deemed
to have rejected all Solicited Discounted Prepayment Offers.


 


(3)    Based
upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by the Auction Agent by the Solicited Discounted
Prepayment Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted
Prepayment Determination Date”), the Auction Agent will determine (with the consent of such Borrower Party and subject
to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the Classes
of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by the relevant Borrower Party at the Acceptable
Discount in accordance with this Section 2.05(1)(e)(D). If the applicable Borrower Party elects to accept any Acceptable
Discount, then such Borrower Party agrees to accept all



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 Solicited Discounted Prepayment Offers received by the Auction Agent by
the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up
to and including the Acceptable Discount. Each Term Lender that has submitted a Solicited Discounted Prepayment Offer with an Offered
Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of
Term Loans equal to its Offered Amount (subject to any required pro-rata reduction pursuant to the following sentence) at the Acceptable
Discount (each such Lender, a “Qualifying Lender”). The applicable Borrower Party will prepay outstanding Term
Loans pursuant to this subsection (D) to each Qualifying Lender in the aggregate principal amount and of the Classes specified
in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate
Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the
Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders whose
Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall
be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying
Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent
made in its sole reasonable discretion) will calculate such proration (the “Solicited Discount Proration”).
On or prior to the Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (I) the relevant Borrower
Party of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment
and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and
the Acceptable Prepayment Amount of all Term Loans and the Classes to be prepaid to be prepaid at the Applicable Discount on such
date, (III) each Qualifying Lender of the aggregate principal amount and the Classes of such Term Lender to be prepaid at the Acceptable
Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination
by the Auction Agent of the amounts stated in the foregoing notices to such Borrower Party and Term Lenders shall be conclusive
and binding for all purposes absent manifest error. The payment amount specified in such notice to such Borrower Party shall be
due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below
(subject to subsection (J) below).


 


(E)    In
connection with any Discounted Term Loan Prepayment, the Borrower Parties and the Term Lenders acknowledge and agree that the Auction
Agent may require, as a condition to the applicable Discounted Term Loan Prepayment, the payment of customary fees and expenses
from a Borrower Party to such Auction Agent for its own account in connection therewith.


 


(F)    If
any Term Loan is prepaid in accordance with subsections (B) through (D) above, a Borrower Party shall prepay such
Term Loans on the Discounted Prepayment Effective Date. The relevant Borrower Party shall make such prepayment to the Administrative
Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable,
at the Administrative Agent’s Office in immediately available funds not later than 12:00 p.m., on the Discounted Prepayment
Effective Date and all such prepayments shall be applied to the relevant Class(es) of Term Loans and Lenders as specified by the
applicable Borrower Party in the applicable offer. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest
on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the
outstanding Term Loans pursuant to this Section 2.05(1)(e) shall be paid to the Discount Prepayment Accepting Lenders, Participating
Lenders, or Qualifying Lenders, as applicable, and shall be applied to the relevant Term Loans of such Lenders in accordance with
their respective applicable share as calculated by the Auction Agent in accordance with this Section 2.05(1)(e) and, if
the Administrative Agent is not the Auction Agent, the Administrative Agent shall be fully protected in relying on such calculations
of the Auction Agent. The aggregate principal amount of the Classes and installments of the relevant Term Loans outstanding shall
be deemed reduced by the full par value of the aggregate principal amount of the Classes of Term Loans prepaid on the Discounted
Prepayment Effective Date in any Discounted Term Loan Prepayment.



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(G)     To
the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures
consistent with the provisions in this Section 2.05(1)(e), established by the Auction Agent acting in its reasonable
discretion and as reasonably agreed by the applicable Borrower Party.


 


(H)     Notwithstanding
anything in any Loan Document to the contrary, for purposes of this Section 2.05(1)(e), each notice or other communication
required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction
Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided
that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of
the opening of business on the next succeeding Business Day.


 


(I)     Each
of the Borrower Parties and the Term Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties
under this Section 2.05(1)(e) by itself or through any Affiliate of the Auction Agent and expressly consents to any
such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate.
The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities
in connection with any Discounted Term Loan Prepayment provided for in this Section 2.05(1)(e) as well as activities
of the Auction Agent.


 


(J)     Each
Borrower Party shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make
a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice
or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount
Prepayment Response Date, Discount Range Prepayment Response Date or Solicited Discounted Prepayment Response Date (and if such
offer is revoked pursuant to the preceding clauses, any failure by such Borrower Party to make any prepayment to a Lender, as applicable,
pursuant to this Section 2.05(1)(e) shall not constitute a Default or Event of Default under Section 8.01 or
otherwise).


 


(2)     Mandatory.


 


(a)     Within five (5)
Business Days after financial statements have been or are required to have been delivered pursuant to Section 6.01(1)
and the related Compliance Certificate has been or is required to have been delivered pursuant to Section 6.02(1) (such
date, the “ECF Due Date”), commencing with the delivery of financial statements for the fiscal year ended December
31, 2018, the Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause
to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage
as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year
covered by such financial statements minus the sum of all voluntary prepayments of:


 


(i)     Term
Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e),
equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that
such Loans have been cancelled);


 


(ii)     Credit
Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the extent secured in whole or in
part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies);
and


 


(iii)     Revolving
Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the
First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii)
(and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction
in the corresponding Revolving Commitments or other revolving commitments);



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in the case of each of the immediately
preceding clauses (i), (ii) and (iii), made during such fiscal year (without duplication of any prepayments
in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a)
for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a)
is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds
of Funded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided
that (w) a prepayment of Term Loans pursuant to this Section 2.05(2)(a) in respect of any fiscal year shall only be required
in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $5,000,000, (x) the ECF Percentage shall be
25% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or
equal to 1.75 to 1.00 and greater than 1.25 to 1.00 and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio
as of the end of the fiscal year covered by such financial statements was less than or equal to 1.25 to 1.00; provided,
further, that:


 


(A)     if at
the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge Other
Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then
the Borrower (or any Restricted Subsidiary) may apply such portion of Excess Cash Flow otherwise required to repay the Term Loans
pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal
amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term
Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that
would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided
that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other
Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount,
if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the
terms of this Section 2.05(2)(a)); and


 


(B)     to the
extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such
portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date
of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a).


 


(b)     (i) If (x) the
Borrower or any Restricted Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which results in the realization or
receipt by the Borrower or such Restricted Subsidiary of Net Proceeds, the Borrower shall prepay, or cause to be prepaid, on or
prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or such Restricted
Subsidiary of such Net Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g)
and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% (such percentage as
it may be reduced as described below, the “Net Proceeds Percentage”) of all Net Proceeds realized or received;
provided that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion
of such Net Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of
its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(b)(ii);
provided, further, that:


 


(A)     if at
the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary) is required to Discharge any Other
Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness,
then the Borrower (or any Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant
to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal
amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term
Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that
would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided
that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other
Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the



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remaining amount, if any, of such
portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section
2.05(2)(b)(i));


 


(B)     to the
extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion
of such Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such
rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i).


 


(ii)     With
respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, the Borrower or any Restricted
Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in assets useful for their business within (x)
twelve months following receipt of such Net Proceeds or (y) if the Borrower or any Restricted Subsidiary enters into a legally
binding commitment to reinvest such Net Proceeds within twelve months following receipt thereof, within the later of (A) twelve
months following receipt thereof and (B) one hundred eighty (180) days of the date of such legally binding commitment; provided
that, if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after such reinvestment election,
and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds
shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended
to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.


 


(c)     [Reserved].


 


(d)     If the Borrower
or any Restricted Subsidiary incurs or issues any Indebtedness (i) not expressly permitted to be incurred or issued pursuant to
Section 7.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred
or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing
Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness
or Other Loans), the Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of any Class or
Classes (in each case, as directed by the Borrower) equal to 100% of all Net Proceeds received therefrom on or prior to the date
which is one (1) Business Day after the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds.


 


(e)     (i) Except as
otherwise set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans required
by Sections 2.05(2)(a), (b) and (d)(i) shall be allocated to any Class of Term Loans outstanding as directed
by the Borrower, shall be applied pro rata to Term Lenders within such Class of Term Loans, based upon the outstanding principal
amounts owing to each such Term Lender under such Class of Term Loans and shall be applied to reduce such remaining scheduled installments
of principal within such Class of Term Loans in direct order of maturity; provided that:


 


(x)     such
prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier
maturing Classes of Term Loans (except that any Class of Incremental Term Loans, Other Term Loans, Extended Term Loans or Replacement
Loans may specify that one or more other Classes of later maturing Term Loans may be prepaid prior to such Class of earlier maturing
Term Loans); and


 


(y)     in the
event that there are two or more outstanding Classes of Term Loans with the same Maturity Date, such prepayments may not be directed
to any such Class of Term Loans without at least a pro rata repayment of any Classes of Term Loans maturing on the same
date (except that any Class of Incremental Term Loans, Other Term Loans, Extended Term Loans or Replacement Loans may specify that
one or more other Classes of Term Loans with the same Maturity Date may be prepaid prior to such Class of Term Loans maturing on
the same date); and


 


     (ii)     
each prepayment of Term Loans required by Section 2.05(2)(d)(ii) shall be allocated to any Class or Classes of Term
Loans being refinanced as directed by the Borrower and shall be applied pro



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rata to Term Lenders within
each such Class, based upon the outstanding principal amounts owing to each such Term Lender under each such Class of Term Loans.


 


(f)     (i) If for any
reason the aggregate Outstanding Amount of Revolving Loans and L/C Obligations at any time exceeds the aggregate Revolving Commitments
then in effect, the Borrower shall promptly prepay Revolving Loans or Cash Collateralize the L/C Obligations in an aggregate amount
equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant
to this Section 2.05(2)(f) unless after the prepayment in full of the Revolving Loans such aggregate Outstanding Amount
of L/C Obligations exceeds the aggregate Revolving Commitments then in effect.


 


(ii)     If
for any reason the aggregate Outstanding Amount of Revolving Loans and L/C Obligations at any time exceeds the Aggregate Adjusted
Revolving Commitment Amount then in effect, the Borrower shall promptly prepay Revolving Loans or Cash Collateralize the L/C Obligations
in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the
L/C Obligations pursuant to this Section 2.05(2)(f) unless after the prepayment in full of the Revolving Loans such aggregate
Outstanding Amount of L/C Obligations exceeds the Aggregate Adjusted Revolving Commitment Amount then in effect.


 


(g)     The Borrower shall
notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses
(a) through (d) of this Section 2.05(2) at least three (3) Business Days prior to the date of such prepayment
(provided that, in the case of clause (b) or (d) of this Section 2.05(2), the Borrower may rescind
(or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or
any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated
or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation
of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Appropriate
Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.
Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined
Proceeds”) of Term Loans required to be made pursuant to clauses (a), (b) and (d)(i) of this Section 2.05(2)
by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later
than 5:00 p.m., two (2) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding
such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term
Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the
time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any
such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds
remaining shall be retained by the Borrower (or the applicable Restricted Subsidiary) and may be applied by the Borrower or such
Restricted Subsidiary in any manner not prohibited by this Agreement.


 


(h)     Notwithstanding
any other provisions of this Section 2.05(2), (A) to the extent that any or all of the Net Proceeds of any Asset Sale
by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(2)(b) (a “Foreign Asset
Sale”), the Net Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”)
or all or a portion of Excess Cash Flow are prohibited or delayed by applicable local law from being repatriated to the United
States, an amount equal to the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied
to repay Term Loans at the times provided in this Section 2.05(2) but may be retained by the applicable Foreign Subsidiary
so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing
to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit
such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the
applicable local law, an amount equal to such Net Proceeds or Excess Cash Flow permitted to be repatriated will be promptly (and
in any event not later than two (2) Business Days after any such repatriation) applied (net of additional taxes that are or would
be payable or reasonably reserved against as a result thereof; provided that upon release of any such reserve (other than in connection
with a payment in respect of any such taxes), the amount released shall be considered Net Proceeds or Excess Cash Flow, as applicable)
to the repayment of the Term Loans pursuant to this Section 2.05(2) to the extent otherwise provided herein and (B)
to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign
Asset Sale or Foreign



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Casualty Event or Excess Cash Flow would
have a material adverse tax consequence to the Borrower or any of its Subsidiaries or, following the Company IPO, the Public Parent
related to repatriation of funds in connection therewith by any Foreign Subsidiary (taking into account any foreign tax credit
or benefit actually realized in connection with such repatriation) with respect to such Net Proceeds or Excess Cash Flow, an amount
equal to the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary and will not be
required to be applied to repay Term Loans.


 


(i)     All prepayments
under this Section 2.05 (other than prepayments of Base Rate Revolving Loans that are not made in connection with the
termination or permanent reduction of Revolving Commitments and prepayments pursuant to Section 2.05(f)(ii)) shall be accompanied
by all accrued interest thereon, together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date prior to
the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05.


 


Notwithstanding any of
the other provisions of this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if
any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05 prior to the last day of the
Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect of any such Eurodollar
Rate Loan prior to the last day of the Interest Period therefor, the Borrower may, in its discretion, deposit an amount sufficient
to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest
Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall
be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to
the prepayment of such Loans in accordance with this Section 2.05. Upon the occurrence and during the continuance of
any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the
Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant
provisions of this Section 2.05. Such deposit shall be deemed to be a prepayment of such Loans by the Borrower for
all purposes under this Agreement.


 


SECTION
2.06     Termination
or Reduction of Commitments.


 


(1)     Optional.
The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused Commitments of any Class,
or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided
that:


 


(a)     any
such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction;


 


(b)     any
such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof or,
if less, the entire amount thereof; and


 


(c)     if,
after giving effect to any reduction of the Commitments, the L/C Sublimit exceeds the amount of the Revolving Facility, such sublimit
shall be automatically reduced by the amount of such excess.


 


Except as provided above,
the amount of any such Revolving Commitment reduction shall not be applied to the L/C Sublimit unless otherwise specified by the
Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of any Commitments if such
termination would have resulted from a refinancing of all of the applicable Facility or other conditional event, which refinancing
or other conditional event shall not be consummated or shall otherwise be delayed.


 


(2)     Mandatory.
The Closing Date Term Loan Commitment of each Term Lender on the Closing Date shall be automatically and permanently reduced to
$0 upon the making of such Lender’s Closing Date Term Loans to the Borrower pursuant to Section 2.01(1). The
Revolving Commitment of each Revolving Lender shall automatically and permanently terminate on the Maturity Date for the applicable
Revolving Facility.



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(3)     Application
of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Appropriate Lenders of any termination
or reduction of unused portions of the L/C Sublimit or the unused Commitments of any Class under this Section 2.06.
Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced on a pro
rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment
of any Lender as provided in Section 3.07). Any commitment fees accrued until the effective date of any termination
of the Revolving Commitments shall be paid on the effective date of such termination.


 


SECTION
2.07          Repayment
of Loans.


 


(1)     Term Loans.
The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (a) on the last Business
Day of each March, June, September and December, commencing with the last Business Day of December, 2017, an aggregate principal
amount equal to 0.25% of the aggregate principal amount of all Closing Date Term Loans outstanding on the Closing Date (which payments
shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05)
and (b) on the Original Term Loan Maturity Date, the aggregate principal amount of all Closing Date Term Loans outstanding on such
date. In connection with any Incremental Term Loans that constitute part of the same Class as the Closing Date Term Loans, the
Borrower and the Administrative Agent shall be permitted to adjust the rate of prepayment in respect of such Class such that the
Term Lenders holding Closing Date Term Loans comprising part of such Class continue to receive a payment that is not less than
the same Dollar amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans; provided,
that if such Incremental Term Loans are to be “fungible” with the Closing Date Term Loans, notwithstanding any other
conditions specified in this Section 2.07(1), the amortization schedule for such “fungible” Incremental Term
Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to ensure that
the Incremental Term Loans will be “fungible” with the Closing Date Term Loans.


 


(2)     Revolving Loans.
The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for
the applicable Revolving Facility the aggregate principal amount of all Revolving Loans under such Facility outstanding on such
date.


 


SECTION
2.08          Interest.


 


(1)     Subject to the
provisions of Section 2.08(2), (a) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate for such Interest Period, plus
the Applicable Rate and (b) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable
Borrowing date at a rate per annum equal to the Base Rate, plus the Applicable Rate.


 


(2)     During the continuance
of a Default under Section 8.01(1) or 8.01(6), the Borrower shall pay interest on past due amounts hereunder
at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable
Laws; provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender
shall be a Defaulting Lender. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be
due and payable upon demand.


 


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


 


SECTION
2.09          Fees.



 


(1)     Commitment
Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender under each Revolving Facility
in accordance with its Applicable Percentage, a commitment fee equal to the applicable Commitment Fee Rate times the actual daily
amount by which the aggregate Revolving Commitments exceed the sum of (a) the Outstanding Amount of Revolving Loans and (b) the



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Outstanding Amount of L/C Obligations;
provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender under such Revolving
Facility during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable
by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise
have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee
shall accrue on any of the Commitments under any Revolving Facility of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender. The commitment fee on each Revolving Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness,
as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving
Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Commitment, including at any
time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears
on the last Business Day of each of March, June, September and December, commencing with the last Business Day of September, 2017,
and on the Maturity Date for such Revolving Facility. The commitment fee shall be calculated quarterly in arrears, and if there
is any change in the Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Commitment
Fee Rate separately for each period during such quarter that such Commitment Fee Rate was in effect.


 


(2)     Other Fees.
The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times
so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly
agreed between the Borrower and the applicable Agent).


 


SECTION
2.10          Computation of Interest
and Fees. All computations of interest for Base Rate Loans shall be made on the basis of a year
of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made
on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made,
and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that
any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(1), bear interest for one
day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.


 


SECTION
2.11          Evidence
of Indebtedness.



 


(1)     The Credit Extensions
made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more
entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c),
as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative
Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit
or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event
of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent,
as set forth in the Register, in respect of such matters, the accounts and records of the Administrative Agent shall control in
the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute
and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s
Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type
(if applicable), amount and maturity of its Loans and payments with respect thereto.


 


(2)     In addition to
the accounts and records referred to in Section 2.11(1), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing
the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts
and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts
and records of the Administrative Agent shall control in the absence of manifest error.



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(3)     Entries made in
good faith by the Administrative Agent in the Register pursuant to Sections 2.11(1) and (2), and by each Lender in
its account or accounts pursuant to Sections 2.11(1) and (2), shall be prima facie evidence of the amount of principal
and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in
the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided
that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in
the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement
and the other Loan Documents.


 


SECTION
2.12          Payments
Generally.


 


(1)     All payments to
be made by the Borrower hereunder shall be made in Dollars without condition or deduction for any counterclaim, defense, recoupment
or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s
Office for payment and in Same Day Funds not later than 2:00 p.m., on the date specified herein. The Administrative Agent will
promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment
in like funds as received by wire transfer to such Lender’s Lending Office. Any payments under this Agreement that are made
later than 2:00 p.m., shall be deemed to have been made on the next succeeding Business Day (but the Administrative Agent may extend
such deadline for purposes of computing interest and fees (but not beyond the end of such day) in its sole discretion whether or
not such payments are in process).


 


(2)     If any payment
to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business
Day, and except as otherwise expressly provided herein, such extension of time shall be reflected in computing interest or fees,
as the case may be.


 


(3)     Unless the Borrower
or any Lender has notified the Administrative Agent, prior to the date, or in the case of any Borrowing of Base Rate Loans, prior
to 1:00 p.m., on the date of such Borrowing, any payment is required to be made by it to the Administrative Agent hereunder (in
the case of the Borrower, for the account of any Lender or an Issuing Bank hereunder or, in the case of the Lenders, for the account
of any Issuing Bank or the Borrower hereunder), that the Borrower or such Lender, as the case may be, will not make such payment,
the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may
(but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If
and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:


 


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


 


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



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which the Administrative Agent
or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative
Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(3) shall be conclusive,
absent manifest error.


 


(c)     If
any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in this Article
II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable
Credit Extension set forth in Section 4.02 are not satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.


 


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


 


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


 


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


 


SECTION
2.13          Sharing of Payments.
Other than as expressly provided elsewhere herein, if any Lender of any Class shall obtain payment in respect of any principal
of or interest on account of the Loans of such Class made by it or the participations in L/C Obligations held by it (whether voluntary,
involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (1) notify the Administrative Agent of such fact, and (2) purchase from the other
Lenders such participations in the Loans of such Class made by them or such sub-participations in the participations in L/C Obligations
held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of any principal of or
interest on such Loans of such Class or such participations, as the case may be, pro rata with each of them; provided
that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances
described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion),
such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (a) the amount
of such paying Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest
or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest
thereon. For the avoidance of doubt, the provisions of this Section 2.13 shall not be construed to apply to (i) any
payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time
(including the application of funds arising from the existence of a Defaulting Lender) or (ii) any payment obtained by a Lender
as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted
hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13
may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but
subject to Section 10.10) with respect to such participation as fully as if such Lender were the direct creditor of
the Borrower



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in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding
in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify
the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13
shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under
this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased. For purposes of clause (3) of the definition of Excluded Taxes, any participation
acquired by a Lender pursuant to this Section 2.13 shall be treated as having been acquired on the earlier date(s) on which
the applicable interest(s) in the Commitment(s) or Loan(s) to which such participation relates were acquired by such Lender.


 


SECTION
2.14          Incremental
Facilities.


 


(1)     Incremental
Loan Request. The Borrower may at any time and from time to time after the Closing Date, by notice to the Administrative Agent
(an “Incremental Loan Request”), request (A) one or more new commitments which may be of the same Class as any
outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan
Increase, the “Incremental Term Commitments”) and/or (B) one or more increases in the amount of the Revolving
Commitments (a “Revolving Commitment Increase” or the “Incremental Revolving Commitments”,
and any Incremental Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”),
whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders. Each Incremental Loan Request from the
Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental
Term Commitments or Incremental Revolving Commitments.


 


(2)     Incremental
Loans. Any Incremental Term Loans effected through the establishment of one or more new term loans made on an Incremental Facility
Closing Date (other than a Loan Increase) shall be designated a separate Class of Incremental Term Loans for all purposes of this
Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including
through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i)
each Incremental Term Lender of such Class shall make a Loan to the Borrower (an “Incremental Term Loan” or
an “Incremental Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental
Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the
Incremental Term Loans of such Class made pursuant thereto.


 


(3)     Incremental
Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender
(but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will the Borrower
have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional
Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender”
or “Incremental Revolving Lender”, as applicable, and, collectively, the “Incremental Lenders”);
provided that (i) the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Issuing Bank,
shall have consented (in each case, not to be unreasonably withheld or delayed) to such Additional Lender’s making such Incremental
Term Loans or providing such Incremental Revolving Commitments to the extent such consent, if any, would be required under Section 10.07(b)
for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender, (ii) with respect to Incremental
Term Commitments, any Affiliated Lender providing an Incremental Term Commitment shall be subject to the same restrictions set
forth in Section 10.07(h) as they would otherwise be subject to with respect to any purchase by or assignment to such
Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide Incremental Revolving Commitments.


 


(4)     Effectiveness
of Incremental Amendment. The effectiveness of any Incremental Amendment and the availability of any initial credit extensions
thereunder shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”)
of each of the following conditions:


 


(a)     (x)
no Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any
Incremental Amendment the primary purpose of which is to finance a Limited Condition Transaction, the requirement pursuant to this
clause (4)(a)(x) shall be that no Event of Default under Section 8.01(1) or, solely with respect to the
Borrower, Section 8.01(6) shall exist after



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giving effect to such Incremental
Commitments, and (y) the representations and warranties of the Borrower contained in Article V or any other Loan Document
shall be true and correct in all material respects on and as of the date of such Incremental Amendment (provided that, to
the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all
material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified
as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving
effect to any qualification therein) in all respects on such respective dates); provided that, in connection with a Limited
Condition Transaction, the conditions in the proviso to clause (x) and in clause (y) shall only be required to the
extent requested by the Persons holding more than 50% of the applicable Incremental Term Loans, Incremental Term Commitments and
Incremental Revolving Commitments, as the case may be;


 


(b)     each
Incremental Term Commitment shall be in an aggregate principal amount that is not less than $5,000,000 (provided that such
amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in clause (c)
of this Section 2.14(4)) and each Incremental Revolving Commitment shall be in an aggregate principal amount that is
not less than $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining
availability under the limit set forth in clause (c) of Section 2.14(4));


 


(c)     the
aggregate principal amount of Incremental Term Loans and Incremental Revolving Commitments shall not, together with the aggregate
principal amount of (i) Permitted Incremental Equivalent Debt, (ii) solely with respect to any Incremental Term Loans and Incremental
Revolving Commitments incurred in reliance on clause (A) below, any Credit Agreement Refinancing Indebtedness in respect thereof
up to the lesser of the principal amount of such Refinanced Permitted Incremental Equivalent Debt incurred in reliance on clause
(A) below and the principal amount of such refinanced Incremental Term Loans and Incremental Revolving Commitments that would not
have been permitted to be incurred pursuant to clauses (B) or (C) below on the date of incurrence of such Credit Agreement Refinancing
Indebtedness and (iii)solely with respect to any Permitted Incremental Equivalent Debt incurred in reliance on clause (A) below,
any Refinancing Indebtedness in respect of such Permitted Incremental Equivalent Debt (excluding any Incremental Amounts) up to
the lesser of the principal amount of such refinanced Permitted Incremental Equivalent Debt incurred in reliance on clause (A)
below and the principal amount of such Refinanced Permitted Incremental Equivalent Debt that would not have been permitted to be
incurred pursuant to clauses (B) or (C) below on the date of incurrence of such Refinancing Indebtedness, exceed the sum of:


 


(A)     the
greater of (i) $150,000,000 and (ii) 100% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently
ended Test Period (calculated on a pro forma basis), plus:


 


(B)     an unlimited
amount, so long as in the case of this clause (B) only;


 


(x)     in
the case of Incremental Loans or Incremental Revolving Commitments secured by Liens on all or a portion of the Collateral on a
basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without
regard to the control of remedies), the First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a pro
forma basis after giving effect to any such incurrence, does not exceed 2.00 to 1.00 (in the case of an incurrence of Incremental
Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and calculating the First Lien Net Leverage
Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred);


 


(y)     in
the case of Incremental Loans or Incremental Revolving Commitments secured by Liens on all or a portion of the Collateral on a
basis that is junior in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement, the Secured
Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such
incurrence, does not



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exceed 2.25 to 1.00 (in the case
of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and calculating
the Secured Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred); and


 


(z)     in
the case of Incremental Loans or Incremental Revolving Commitments that are unsecured, (i) the Total Net Leverage Ratio for the
Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed
4.00 to 1.00 or (ii) to the extent such Incremental Loans or Incremental Revolving Commitments are incurred in connection with
an acquisition or other Investment permitted under this Agreement, the Total Net Leverage Ratio for the Test Period most recently
ended calculated on a pro forma basis after giving effect to any such incurrence would be no greater than the Total Net
Leverage Ratio immediately prior to giving effect to such incurrence of Incremental Loans or establishment of Incremental Revolving
Commitments; plus


 


(C)     an amount
equal to the voluntary prepayments by the Borrower of the Facilities, any first lien secured Incremental Equivalent Debt, any first
lien secured Other Loans and any first lien secured Extension Series, in each case if such repayment is in respect of a revolving
facility, to the extent such prepayment is accompanied by a reduction in the applicable revolving commitments;


 


provided that any calculation of
the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio or the Total Net Leverage Ratio shall be calculated in accordance
with Section 1.07 (assuming in the case of any Incremental Revolving Commitments, a full drawing of such Revolving Commitments)
and including a pro forma application of the net proceeds therefrom, as if the additional Indebtedness incurred pursuant
to clause (B) had been incurred and the application of the proceeds therefrom has occurred at the beginning of such Test
Period, but without netting the cash proceeds from such additional Indebtedness; provided, however, that if amounts
incurred under clause (B) are incurred concurrently with, or in a single transaction or series of related transactions with,
the incurrence of Incremental Loans or Incremental Commitments and/or Permitted Incremental Equivalent Debt (in each case, including
any unused commitments obtained) in reliance on clause (A) above, the First Lien Net Leverage Ratio, the Secured Net Leverage
Ratio or the Total Net Leverage Ratio shall be calculated without giving effect to such amounts incurred (or commitments obtained)
in reliance on the foregoing clause (A) (but not, for the avoidance of doubt, clause (C)); provided, further,
for the avoidance of doubt, to the extent the proceeds of any Incremental Loans are being utilized to repay Indebtedness (including
any repayment, repurchase or refinancing of Indebtedness for which an irrevocable notice of repayment (or similar notice of repayment)
has been delivered), such calculations shall give pro forma effect to such repayments (the amount available under clauses (A),
(B) and (C), the “Available Incremental Amount”). The Borrower may elect to use clause (B)
of the Available Incremental Amount regardless of whether the Borrower has capacity under clause (A) of the Available Incremental
Amount. Further, the Borrower may elect to use clause (B) of the Available Incremental Amount prior to using clause (A)
(but not, for the avoidance of doubt, clause (C)) of the Available Incremental Amount, and if clauses (A), (B)
and (C) of the Available Incremental Amount are available and the Borrower does not make an election, then the Borrower
will be deemed to have elected to use clause (B) of the Available Incremental Amount.


 


(5)     Required Terms.
The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Loan
Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments,
and except as otherwise set forth herein, to the extent not identical to the Closing Date Term Loans existing on the Incremental
Facility Closing Date, shall either (A) be not materially more restrictive to the Borrower (as reasonably determined by the Borrower
in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable,
except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity
Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental
Revolving Loans and Incremental Revolving Commitments, as the case may be or (B) be reasonably satisfactory to the Administrative
Agent; provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms,
provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical



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(other than with respect to upfront fees,
OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins
and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and
additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving
Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:


 


(a)     the
Incremental Term Loans:


 


(i)     (x) shall rank equal
in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without
regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement
(subject to the applicable Intercreditor Agreement(s)) or (2) be unsecured, in each case as applicable pursuant to clause (4)(c)
above;


 


(ii)     shall not mature earlier
than the Latest Maturity Date of the then-outstanding Term Loans;


 


(iii)     shall have a Weighted
Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Term Loans on the date
of incurrence of such Incremental Term Loans;


 


(iv)     subject to clause
(5)(a)(iii) above and clause (5)(c) below, respectively, shall have amortization and an Applicable Rate determined
by the Borrower and the applicable Incremental Term Lenders;


 


(v)     may participate on a
pro rata basis or less than a pro rata basis in any mandatory prepayments of Term Loans hereunder, as specified in
the applicable Incremental Amendment; and


 


(vi)     shall not have any
obligors in respect thereof other than the Borrower and/or the Guarantors.


 


(b)     any
Incremental Revolving Commitments shall be effected solely through a Revolving Commitment Increase.


 


(c)     the
amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans
of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable
Incremental Amendment; provided, however, that with respect to any Incremental Term Loans made under Incremental
Term Commitments incurred pursuant to the Available Incremental Amount that rank equal in priority of right of security with the
First Lien Obligations under this Agreement (but without regard to the control of remedies), the All-In Yield applicable to
such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement
as amended through the date of such calculation with respect to Closing Date Term Loans, plus 50 basis points per annum
unless the Applicable Rate (together with, as provided in the proviso below, the Adjusted Eurodollar Rate or Base Rate floor) with
respect to the Closing Date Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on
the Closing Date Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis
points per annum; provided that any increase in All-In Yield on the Closing Date Term Loans due to the application
of an Adjusted Eurodollar Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in
(or implementation of, as applicable) the Adjusted Eurodollar Rate or Base Rate floor applicable to such Closing Date Term Loans;
provided, that if such Incremental Term Loans are to be “fungible” with the Closing Date Term Loans, notwithstanding
any other conditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental
Term Loan may provide for amortization in such



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other percentage(s) to be agreed
by Borrower and the Administrative Agent to ensure that the Incremental Term Loans will be “fungible” with the Closing
Date Term Loans.


 


(6)     Incremental
Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Commitments shall become Commitments
(or in the case of an Incremental Revolving Commitment to be provided by an existing Revolving Lender, an increase in such Lender’s
applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”)
to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Lender providing such
Incremental Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party,
Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the
reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. In connection
with any Incremental Amendment, the Borrower shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation
agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order
to ensure that such Incremental Loans are provided with the benefit of the applicable Loan Documents. The Borrower will use the
proceeds (if any) of the Incremental Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide
any Incremental Commitments or Incremental Loans unless it so agrees.


 


(7)     Reallocation
of Revolving Exposure. Upon any Incremental Facility Closing Date on which Incremental Revolving Commitments are effected through
an increase in the Revolving Commitments with respect to any existing Revolving Facility pursuant to this Section 2.14,
(a) each of the Revolving Lenders under such Facility shall assign to each of the Incremental Revolving Lenders, and each of the
Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof, such interests
in the Revolving Loans outstanding on such Incremental Facility Closing Date as shall be necessary in order that, after giving
effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving
Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving
Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving
Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving
Lender shall become a Lender with respect to the Incremental Revolving Commitments and all matters relating thereto. The Administrative
Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.02 and 2.05(1)
of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.


 


(8)     This Section
2.14 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. For the avoidance
of doubt, any of the provisions of this Section 2.14 may be amended with the consent of the Required Lenders.


 


SECTION
2.15          Refinancing
Amendments.



 


(1)     At any time after
the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (it being understood that (i) no Lender shall
be required to provide any Other Loan without its consent, (ii) Affiliated Lenders may not provide Other Revolving Commitments
and (iii) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in Section 10.07(h)),
Other Loans to refinance all or, solely with respect to Term Loans, any portion of the applicable Class or Classes of Loans then
outstanding under this Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and
pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment;
provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with
the other Loans and Commitments hereunder, (ii) shall be unsecured or rank pari passu (without regard to the control
of remedies) or junior in right of security with any First Lien Obligations under this Agreement and, if secured on a junior basis,
shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not be secured by any property or assets
of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not have any obligors in respect thereof other
than the Borrower and/or the Guarantors, (v)(A) shall have interest rates (including through fixed interest rates), interest margins,
rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the
Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums



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payable to the Lenders providing such Other
Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided
in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms
and premiums) as may be agreed between the Borrower and the Lenders thereof, (vii) will have a final maturity date no earlier than,
and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans or
Revolving Commitments being refinanced and (viii) will have such other terms and conditions (other than as provided in foregoing
clauses (ii) through (vii)) that either, at the option of the Borrower, (1) reflect market terms and conditions
(taken as a whole) at the time of incurrence of such Other Loans or Other Revolving Commitments (as reasonably determined by the
Borrower in good faith) or (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced,
not be materially more restrictive to the Borrower (as reasonably determined by the Borrower in good faith), when taken as a whole,
than the terms of such Class of Loans or Commitments being refinanced, except to the extent necessary to provide for (x) covenants
and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing
or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that,
notwithstanding anything to the contrary contained herein, if any such terms of the Other Term Loans contain a Previously Absent
Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial
Maintenance Covenant shall be included for the benefit of each Facility. Any Other Term Loans may participate on a pro rata
basis or less than a pro rata basis in any mandatory prepayments of Term Loans hereunder, as specified in the applicable
Refinancing Amendment. In connection with any Refinancing Amendment, the Borrower shall, if reasonably requested by the Administrative
Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested
by the Administrative Agent in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit
of the applicable Loan Documents.


 


(2)     Each Class of
Other Commitments and Other Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is
not less than $5,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing
Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall
be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Other Commitments
and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other Commitments
as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent
and the Borrower, to effect the provisions of this Section 2.15.


 


(3)     This Section 2.15
shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. For the avoidance of doubt,
any of the provisions of this Section 2.15 may be amended with the consent of the Required Lenders.


 


SECTION
2.16          Extensions
of Loans.


 


(1)     Extension of
Term Loans. The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class
(each, an “Existing Term Loan Class”) be converted or exchanged 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 extended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16.
Prior to entering into any Extension Amendment with respect to any Extended Term Loans, the Borrower shall provide written notice
to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term
Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (each, a “Term Loan
Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall
be identical in all material respects to the Term Loans of the Existing Term Loan Class from which they are to be extended except
that (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments, if any, of
all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization,
if any, 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 the Extension Amendment, the Incremental Amendment, the Refinancing Amendment
or any other amendment, as the case may be, with respect to the Existing Term Loan Class from which



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such Extended Term Loans were extended),
(ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts,
original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Term Loans may be different than
those for the Term Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders
providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each
case, to the extent provided in the applicable Extension Amendment, (iii) the Extended Term Loans may have optional prepayment
terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof,
(iv) any Extended Term Loans may participate on a pro rata basis or less than a pro rata basis in any mandatory prepayments
of Term Loans hereunder, in each case as specified in the respective Term Loan Extension Request and (v) the Extension Amendment
may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Term Loans
that is in effect immediately prior to the establishment of such Extended Term Loans and (y) subject to the immediately succeeding
proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained
herein, if any such terms of such Extended Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect
prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit
of each Facility. 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 Term Loan Extension Request. Any Extended Term Loans extended pursuant to any Term Loan
Extension Request shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans
for all purposes of this Agreement and shall constitute a separate Class of Loans from the Existing Term Loan Class from which
they were extended; provided that any Extended Term Loans amended from an Existing Term Loan Class may, to the extent provided
in the applicable Extension Amendment, be designated as an increase in any previously established Term Loan Extension Series with
respect to such Existing Term Loan Class.


 


(2)     Extension of
Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments
of any Class (each, an “Existing Revolving Class”) be converted or exchanged 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 Revolving Commitments (any
such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for
other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended
Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such
notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders
of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of
the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving
Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date
shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving
Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended
Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative
Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding
discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments
may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums
may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the
preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all Borrowings
under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable
Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest
and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments
required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing
of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and
(iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date
in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments
and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that,
notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously
Absent Financial Maintenance Covenant that is in effect



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prior to the applicable Latest Maturity
Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments.
No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted
into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant
to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended
Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the
Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an
Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any
previously established Revolving Extension Series with respect to such Existing Revolving Class.


 


(3)     Extension Request.
The Borrower shall provide the applicable Extension Request to the Administrative Agent at least five (5) Business Days (or such
shorter period as the Administrative Agent may determine in its sole discretion) prior to the date on which Lenders under the applicable
Existing Term Loan Class or Existing Revolving Class, as applicable, are requested to respond. Any Lender holding a Term Loan under
an Existing Term Loan Class (each, an “Extending Term Lender”) wishing to have all or a portion of its Term
Loans of an Existing Term Loan Class or Existing Term Loan Classes, as applicable, subject to such Extension Request converted
or exchanged into Extended Term Loans, and any Revolving Lender with a Revolving Commitment under an Existing Revolving Class (each,
an “Extending Revolving Lender”) wishing to have all or a portion of its Revolving Commitments of an Existing
Revolving Class or Existing Revolving Classes, as applicable, subject to such Extension Request converted or exchanged into Extended
Revolving Commitments, as applicable, shall notify the Administrative Agent (each, an “Extension Election”)
on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments, as applicable,
which it has elected to convert or exchange into Extended Term Loans or Extended Revolving Commitments, as applicable. In the event
that the aggregate principal amount of Term Loans and/or Revolving Commitments, as applicable, subject to Extension Elections exceeds
the amount of Extended Term Loans and/or Extended Revolving Commitments, respectively, requested pursuant to the Extension Request,
Term Loans and/or Revolving Commitments, as applicable, subject to Extension Elections shall be converted or exchanged into Extended
Term Loans and/or Revolving Commitments, respectively, on a pro rata basis (subject to such rounding requirements as may
be established by the Administrative Agent) based on the aggregate principal amount of Term Loans or Revolving Commitments, as
applicable, included in each such Extension Election or as may be otherwise agreed to in the applicable Extension Amendment.


 


(4)     Extension Amendment.
Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, an “Extension
Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01,
shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans and/or Extended
Revolving Commitments established thereby, as the case may be) executed by the Borrower, the Administrative Agent and the Extending
Lenders. Each request for an Extension Series of Extended Term Loans or Extended Revolving Commitments proposed to be incurred
under this Section 2.16 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood
that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount), and the Borrower
may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower
in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and (2), each
of the parties hereto agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment,
without the consent of any other Lenders, to the extent necessary to (i) in respect of each Extension Amendment in respect of Extended
Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment,
Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class
from which the Extended Term Loans were exchanged 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 reduced 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); (ii) reflect the existence and terms
of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto; (iii) modify the prepayments
set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with
respect thereto and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,
in the reasonable opinion of the Administrative Agent



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and the Borrower, to effect the provisions
of this Section 2.16, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension
Amendment. In connection with any Extension Amendment, the Borrower shall, if reasonably requested by the Administrative Agent,
deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by
the Administrative Agent in order to ensure that such Extended Term Loans and/or Extended Revolving Commitments are provided with
the benefit of the applicable Loan Documents.


 


(5)     Notwithstanding
anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan Class and/or Existing Revolving
Class is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraphs (1) and (2)
of this Section 2.16, in the case of the existing Term Loans or Revolving Commitments, as applicable, of each Extending
Lender, the aggregate principal amount of such existing Loans shall be deemed reduced by an amount equal to the aggregate principal
amount of Extended Term Loans and/or Extended Revolving Commitments, respectively, so converted or exchanged by such Lender on
such date, and the Extended Term Loans and/or Extended Revolving Commitments shall be established as a separate Class of Loans,
except as otherwise provided under Sections 2.16(1) and (2). Subject to the provisions of Sections 2.03(13)
in connection with Letters of Credit which expire after a Maturity Date at any time Extended Revolving Commitments with a later
Maturity Date are outstanding, all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving
Commitment in accordance with its percentage of the Revolving Commitments existing on the date of the Extension of such Extended
Revolving Commitments (and except as provided in Section 2.03(13), without giving effect to changes thereto on an earlier
Maturity Date with respect to Letters of Credit theretofore incurred or issued).


 


(6)     In the event that
the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans and/or Extended Revolving
Commitments of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error
in the receipt and processing of an Extension Election timely submitted by such Lender in accordance with the procedures set forth
in the applicable Extension Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are
authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement
and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective
date of such Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion
or exchange and extension of Term Loans under the Existing Term Loan Class, or of Revolving Commitments under the Existing Revolving
Class, in either case, in such amount as is required to cause such Lender to hold Extended Term Loans or Extended Revolving Commitments,
as applicable, of the applicable Extension Series into which such other Term Loans or Revolving Commitments were initially converted
or exchanged, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had
such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of
such Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative
Agent, the Borrower and such Extending Term Lender or Extending Revolving Lender, as applicable, may agree, and (iii) effect such
other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.16(4).


 


(7)     No conversion
or exchange of Loans or Commitments pursuant to any Extension Amendment in accordance with this Section 2.16 shall
constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.


 


(8)     This Section 2.16
shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary. For the avoidance of doubt,
any of the provisions of this Section 2.16 may be amended with the consent of the Required Lenders.


 


SECTION
2.17          Defaulting
Lenders.



 


(1)     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:



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(a)     Waivers
and Amendments. That Defaulting Lender’s right to approve or disapprove of any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in Section 10.01.


 


(b)     Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata
basis of any amounts owing by that Defaulting Lender to the relevant Issuing Banks hereunder; third, if so determined by
the Administrative Agent or requested by the relevant Issuing Banks, to be held as Cash Collateral for future funding obligations
of that Defaulting Lender of any participation in any Letter of Credit; fourth, as the Borrower may request (so long as
no Default has occurred and is continuing), to the funding of any Loan in respect of which that 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 non-interest bearing deposit account and released in order to satisfy
obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to
the Lenders or the relevant Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender
or the relevant Issuing Banks against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations
under this Agreement; seventh, so long as no Default has occurred and is continuing, to the payment of any amounts owing
to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting
Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that
Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a
payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded
its appropriate share and (ii) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings 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 Borrowings owed to, that Defaulting
Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts
owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(1)(b) shall be deemed paid to
and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.


 


(c)     Certain
Fees. That Defaulting Lender (i) shall not be entitled to receive any commitment fee pursuant to Section 2.09(1)
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) and (ii) shall be limited in its right to receive
Letter of Credit fees as provided in Section 2.03(9).


 


(d)     Reallocation
of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes
of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters
of Credit pursuant to Section 2.03, the “Applicable Percentage” of each Non-Defaulting Lender’s Revolving
Loans and L/C Obligations shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that
the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall
not exceed the positive difference, if any, of (1) the Revolving Commitment of that Non-Defaulting Lender, minus (2) the
aggregate Outstanding Amount of the Revolving Loans of that Non-Defaulting Lender.


 


(2)     Defaulting
Lender Cure. If the Borrower, the Administrative Agent and the Issuing Banks agree in writing in their sole discretion that
a Defaulting Lender should no longer be deemed to be 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 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



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Revolving 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 Applicable Percentages
(without giving effect to Section 2.17(1)(d)), whereupon that Lender will cease to be a Defaulting Lender; provided
that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower
while that Lender was a Defaulting Lender; provided, 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 having been a Defaulting Lender.


 


SECTION
2.18          Loan Repricing Protection.
In the event that, on or prior to the six month anniversary of the Closing Date, the Borrower (a) makes any prepayment of Closing
Date Term Loans in connection with any Repricing Transaction or (b) effects any amendment of this Agreement resulting in a Repricing
Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, (i) in the
case of clause (a), a prepayment premium of 1.00% of the aggregate principal amount of the Closing Date Term Loans
being prepaid and (ii) in the case of clause (b), a payment equal to 1.00% of the aggregate principal amount of the
applicable Closing Date Term Loans outstanding immediately prior to such amendment that is subject to such Repricing Transaction.


 


Article III



Taxes, Increased Costs Protection and Illegality 


 


SECTION
3.01          Taxes.


 


(1)     Except as required
by applicable Law, all payments by or on account of any Loan Party to or for the account of any Agent or any Lender under any Loan
Document shall be made free and clear of and without deduction or withholding for any Taxes.


 


(2)     If any Withholding
Agent is required by applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) to make any
deduction or withholding on account of any Taxes from any sum paid or payable by or on account of any Loan Party to or for the
account of any Lender or Agent under any of the Loan Documents:


 


(a)     the
applicable Loan Party shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon
as such Loan Party becomes aware of it;


 


(b)     the
applicable Withholding Agent shall make such deduction or withholding and pay to the relevant Governmental Authority any such Tax
before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Withholding
Agent) for such Withholding Agent’s account or (if that liability is imposed on the Lender) on behalf of and in the name
of the Lender;


 


(c)     if
the Tax in question is a Non-Excluded Tax or Other Tax, the sum payable by any Loan Party to such Lender or Agent (as applicable)
shall be increased by such Loan Party to the extent necessary to ensure that, after the making of any required deduction or withholding
for Non-Excluded Taxes or Other Taxes (including any deductions or withholdings for Non-Excluded Taxes or Other Taxes attributable
to any payments required to be made under this Section 3.01), such Lender (or, in the case of any payment made to the
Administrative Agent for its own account, the Administrative Agent) receives on the due date a net sum equal to what it would have
received had no such deduction or withholding been required or made; and


 


(d)     within
thirty days after paying any sum from which it is required by Law to make any deduction or withholding, and within thirty days
after the due date of payment of any Tax which it is required by clause (b) above to pay (or, in each case, as soon
as reasonably practicable thereafter), the Borrower shall deliver to the Administrative Agent evidence reasonably satisfactory
to the other affected parties of such deduction or withholding and of the remittance thereof to the relevant Governmental Authority.



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(3)     Status of Lender.
Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower
and the Administrative Agent with any documentation prescribed by Laws or reasonably requested by the Borrower or the Administrative
Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any
payments to be made to such Lender under any Loan Document. In addition, any Lender, if reasonably requested by the Borrower or
the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower
or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is
subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change
in circumstances renders any such documentation (including any specific documentation required below in this Section 3.01(3))
obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated
or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative
Agent) or promptly notify the Borrower and Administrative Agent of its legal ineligibility to do so. Notwithstanding anything to
the contrary in the preceding three sentences, the completion, execution and submission of such documentation (other than such
documentation set forth in paragraphs (a), (b)(i), (b)(ii), (b)(iii), (b)(iv) and (c)) shall not be required if, in the Lender’s
reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense
or would materially prejudice the legal or commercial position of such Lender.


 


Without limiting the
foregoing:


 


(a)     Each
U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this
Agreement two properly completed and duly signed copies of IRS Form W-9 (or successor form) certifying that such Lender is exempt
from U.S. federal backup withholding.


 


(b)     Each
Foreign Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to
this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the
following is applicable:


 


(i)     two properly completed
and duly signed copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for the benefits of an income
tax treaty to which the United States is a party, and such other documentation as required under the Code;


 


(ii)     two properly completed
and duly signed copies of IRS Form W-8ECI (or any successor forms);


 


(iii)     in the case of a Foreign
Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code,
(A) two properly completed and duly signed certificates substantially in the form of Exhibit H (any such certificate, a
“United States Tax Compliance Certificate”) and (B) two properly completed and duly signed copies of IRS Form
W-8BEN or W-8BEN-E (or any successor forms);


 


(iv)     to the extent a Foreign
Lender is not the beneficial owner (for example, where such Foreign Lender is a partnership or a participating Lender), IRS Form
W-8IMY (or any successor forms) of such Foreign Lender, accompanied by an IRS Form W-8ECI, Form W-8BEN or W-8BEN-E, United States
Tax Compliance Certificate, Form W-9, Form W-8IMY and any other required information (or any successor forms) from each beneficial
owner that would be required under this Section 3.01(3) if such beneficial owner were a Lender, as applicable (provided
that, if a Lender is a partnership (and not a participating Lender) and if one or more beneficial owners are claiming the portfolio
interest exemption, the United States Tax Compliance Certificate may be provided by such Foreign Lender on behalf of such beneficial
owner(s)); or


 


(v)     two properly completed
and duly signed copies of any other documentation prescribed by applicable U.S. federal income tax laws (including the Treasury
Regulations) as a



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basis for claiming a complete exemption
from, or a reduction in, U.S. federal withholding tax on any payments to such Lender under the Loan Documents.


 


(c)     If
a payment made to a Lender under any Loan Document would be subject to Tax imposed by FATCA if such Lender were to fail to comply
with the applicable reporting requirements of FATCA (including those contained in Sections 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 paragraph (c), the term “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


For the avoidance of doubt, if a Lender
is an entity disregarded from its owner for U.S. federal income tax purposes, references to the foregoing documentation are intended
to refer to documentation with respect to such Lender’s owner and, as applicable, such Lender.


 


Each Lender hereby authorizes the Administrative
Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the
Administrative Agent pursuant to this Section 3.01(3).


 


(4)     Without duplication
of other amounts payable by the Borrower pursuant to Section 3.01(2), the Borrower shall timely pay any Other Taxes
to the relevant Governmental Authority in accordance with applicable law or, at the option of the Administrative Agent, reimburse
it for the payment of such Other Taxes.


 


(5)     The Loan Parties
shall, jointly and severally, indemnify a Lender or the Administrative Agent (each a “Tax Indemnitee”), within
10 days after written demand therefor, for the full amount of any Non-Excluded Taxes paid or payable by such Tax Indemnitee on
or attributable to any payment under or with respect to any Loan Document, and any Other Taxes payable by such Tax Indemnitee (including
Non-Excluded Taxes or Other Taxes imposed on or attributable to amounts payable under this Section 3.01) (other than
any penalties determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the
gross negligence, bad faith or willful misconduct of such Tax Indemnitee), whether or not such Taxes were correctly or legally
imposed or asserted by the Governmental Authority; provided that if the Borrower reasonably believes that such Taxes were
not correctly or legally asserted, such Tax Indemnitee will use reasonable efforts to cooperate with the Borrower to obtain a refund
of such Taxes (which shall be repaid to the Borrower in accordance with Section 3.01(6)) so long as such efforts would not,
in the sole determination of such Tax Indemnitee, result in any additional out-of-pocket costs or expenses not reimbursed by such
Loan Party or be otherwise materially disadvantageous to such Tax Indemnitee. A certificate as to the amount of such payment or
liability prepared in good faith and delivered by the Tax Indemnitee or by the Administrative Agent on behalf of another Tax Indemnitee,
shall be conclusive absent manifest error.


 


(6)     If and to the
extent that a Tax Indemnitee, in its sole discretion (exercised in good faith), determines that it has received a refund (whether
received in cash or applied as a credit against any other cash Taxes payable) of any Non-Excluded Taxes or Other Taxes in respect
of which it has received indemnification payments or additional amounts under this Section 3.01, then such Tax Indemnitee
shall pay to the relevant Loan Party the amount of such refund, net of all out-of-pocket expenses of the Tax Indemnitee (including
any Taxes imposed with respect to such refund), and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided that the Loan Party, upon the request of the Tax Indemnitee, agrees to
repay the amount paid over by the Tax Indemnitee (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Tax Indemnitee to the extent the Tax Indemnitee is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this Section 3.01(6), in no event will the Tax Indemnitee be required
to pay any amount to a Loan Party pursuant to this Section 3.01(6) the payment of



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which would place the Tax Indemnitee in
a less favorable net after-Tax position than the Tax Indemnitee 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 a Tax Indemnitee to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.


 


(7)     On or before the
date the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall deliver to the Borrower whichever
of the following is applicable: (i) if the Administrative Agent is a “United States person” within the meaning of Section
7701(a)(30) of the Code, two executed original copies of IRS Form W-9 certifying that such Administrative Agent is exempt from
U.S. federal backup withholding or (ii) if the Administrative Agent is not a “United States person” within the meaning
of Section 7701(a)(30) of the Code, (A) with respect to payments received for its own account, two executed original copies of
IRS Form W-8ECI and (ii) with respect to payments received on account of any Lender, two executed original copies of IRS Form W-8IMY
(together with all required accompanying documentation) certifying that the Administrative Agent is a U.S. branch and may be treated
as a United States person for purposes of applicable U.S. federal withholding Tax. At any time thereafter, the Administrative Agent
shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered
has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower.


 


(8)     The agreements
in this Section 3.01 shall survive the termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.


 


(9)     For the avoidance
of doubt, for purposes of this Section 3.01, the term “Lender” includes any Issuing Bank.


 


SECTION
3.02          Illegality.
If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted
that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined
by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars
in the London interbank market, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent,
(1) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended, and (2) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest
rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate
Loans of such Lender shall, if necessary to avoid such illegality, be reasonably determined by the Administrative Agent without
reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (a) the Borrower
may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans and shall, upon demand
from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such
Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality,
be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last
day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (b) if such notice asserts the
illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate component of the Base Rate with
respect to any Base Rate Loans, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable
to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing
by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate.
Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.


 


SECTION
3.03          Inability to Determine
Rates. If the Administrative Agent (in the case of clause (1) or (2) below) or
the Required Lenders (in the case of clause (3) below) reasonably determine that for any reason in connection with any request
for a Eurodollar Rate Loan or a conversion to or continuation thereof that:



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(1)     Dollar
deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period
of such Eurodollar Rate Loan;


 


(2)     adequate
and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan; or


 


(3)     the
Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly
reflect the cost to such Lenders of funding such Loan;


 


the Administrative Agent will promptly
so notify the Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans
shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the Eurodollar
Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended,
in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of
such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans
or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount
specified therein.


 


SECTION
3.04          Increased Cost and
Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.


 


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


 


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


 


(b)     subject
any Recipient to any Tax of any kind whatsoever on its loans, loan principal, letters of credit, commitments or any other obligations
or its deposits, reserves, other liabilities or capital attributable thereto (except for clauses (2)-(5) of the definition of Excluded
Taxes, Non-Excluded Taxes, Connection Income Taxes or Other Taxes); or


 


(c)     impose
on any Lender or the London interbank market any other condition, cost or expense (other than with respect to Taxes) affecting
this Agreement or Eurodollar Rate Loans made by such Lender that is not otherwise accounted for in the definition of “Eurodollar
Rate” or this clause (1);


 


and the result of any of the foregoing
shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference
to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or
receivable by such Lender (whether of principal, interest or any other amount) then, from time to time within fifteen (15) days
after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative
Agent), the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered; provided that such amounts shall only be payable by the Borrower to the applicable
Lender under this Section 3.04(1) so long as it is such Lender’s general policy or practice to demand compensation
in similar circumstances under comparable provisions of other financing agreements.


 


(2)     Capital Requirements.
If any Lender reasonably determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s
holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return
on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement,
the Commitments of such Lender or the Loans made by it, or participations in or issuance of Letters of Credit by such Lender, to
a level below that which such Lender or such Lender’s holding company, as the case may be, could have achieved but for such
Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with
respect to capital adequacy and liquidity), then from time to time upon demand of such Lender setting



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forth in reasonable detail the charge and
the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent), the Borrower will pay
to such Lender additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such
reduction suffered; provided that such amounts shall only be payable by the Borrower to the applicable Lender under this
Section 3.04(2) so long as it is such Lender’s general policy or practice to demand compensation in similar circumstances
under comparable provisions of other financing agreements.


 


(3)     Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in subsection (1) or (2) of this Section 3.04 and delivered
to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such
certificate within fifteen (15) days after receipt thereof.


 


SECTION
3.05          Funding Losses.
Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in
reasonable detail the basis for requesting such amount, the Borrower shall promptly compensate such Lender for and hold such Lender
harmless from any loss, cost or expense (excluding loss of anticipated profits or margin) actually incurred by it as a result of:


 


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


 


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


 


(3)     any
assignment of a Eurodollar Rate Loan on a day prior to the last day of the Interest Period therefor as a result of a request by
the Borrower pursuant to Section 3.07; including any loss or expense (excluding loss of anticipated profits or margin)
actually incurred by reason of the liquidation or reemployment of funds obtained by it to maintain such Eurodollar Rate Loan or
from fees payable to terminate the deposits from which such funds were obtained.


 


Notwithstanding the foregoing,
no Lender may make any demand under this Section 3.05 with respect to the “floor” specified in the proviso to
the definition of “Eurodollar Rate”.


 


SECTION
3.06          Matters Applicable
to All Requests for Compensation.


 


(1)     Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate
a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the good faith judgment of such Lender such designation or assignment (a) would
eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or
eliminate the need for the notice pursuant to Section 3.02, as applicable, and (b) in each case, would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material economic,
legal or regulatory respect.


 


(2)     Suspension
of Lender Obligations. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may,
by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue Eurodollar
Rate Loans from one Interest Period to another Interest Period, or to convert Base Rate Loans into Eurodollar Rate Loans until
the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(3)
shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation
so requested.



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(3)     Conversion
of Eurodollar Rate Loans. If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances
specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s
Eurodollar Rate Loans no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time
when Eurodollar Rate Loans made by other Lenders, as applicable, are outstanding, such Lender’s Base Rate Loans shall be
automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans
to the extent necessary so that, after giving effect thereto, all Loans of a given Class held by the Lenders of such Class holding
Eurodollar Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods)
in accordance with their respective Pro Rata Shares.


 


(4)     Delay in Requests.
Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of Sections 3.01
or 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of Section 3.01 or 3.04
for any increased costs incurred or reductions suffered more than one hundred and eighty (180) days prior to the date that such
Lender notifies the Borrower of the event giving rise to such claim and of such Lender’s intention to claim compensation
therefor (except that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect thereof).


 


SECTION
3.07          Replacement of Lenders
under Certain Circumstances. If (1) any Lender requests compensation under Section 3.04
or ceases to make Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Section 3.04,
(2) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 3.01 or 3.04, (3) any Lender is a Non-Consenting Lender, (4) any Lender becomes a Defaulting
Lender or (5) any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto,
then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,


 


(a)     require
such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents
required by, Section 10.07), all of its interests, rights and obligations under this Agreement (or, with respect to
clause (3) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that
is the subject of the related consent, waiver, or amendment, as applicable) and the related Loan Documents to one or more Eligible
Assignees that shall assume such obligations (any of which assignee may be another Lender, if a Lender accepts such assignment);
provided that:


 


(i)     the Borrower shall have
paid to the Administrative Agent the assignment fee specified in Section 10.07(b)(iv);


 


(ii)     such Lender shall have
received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05
and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.18 that would
otherwise be owed in connection therewith) from the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts);


 


(iii)     such Lender being
replaced pursuant to this Section 3.07 shall (i) execute and deliver an Assignment and Assumption with respect to all,
or a portion, as applicable, of such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and
(ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent (or a lost or destroyed note indemnity in
lieu thereof); provided that the failure of any such Lender to execute an Assignment and Assumption or deliver such Notes
shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the
Register and the Notes shall be deemed to be canceled upon such failure;



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(iv)     the Eligible Assignee
shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned
Loans, Commitments and participations, except with respect to indemnification and confidentiality provisions under this Agreement,
which shall survive as to such assigning Lender;


 


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


 


(vi)     such assignment does
not conflict with applicable Laws;


 


(vii)     any Lender that acts
as an Issuing Bank may not be replaced hereunder at any time when it has any Letter of Credit outstanding hereunder unless arrangements
reasonably satisfactory to such Issuing Bank (including the furnishing of a back-up standby letter of credit in form and substance,
and issued by an issuer, reasonably satisfactory to such Issuing Bank or the depositing of Cash Collateral into a Cash Collateral
Account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to each
such outstanding Letter of Credit; and


 


(viii)     the Lender that acts
as Administrative Agent cannot be replaced in its capacity as Administrative Agent other than in accordance with Section 9.11;
or


 


(b)     terminate
the Commitment of such Lender or Issuing Bank, as the case may be, and (A) in the case of a Lender (other than an Issuing Bank),
repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such
termination date (including in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.18
that would otherwise be owed in connection therewith) and (B) in the case of an Issuing Bank, repay all Obligations of the Borrower
owing to such Issuing Bank relating to the Loans and participations held by such Issuing Bank as of such termination date and Cash
Collateralize, cancel or backstop, or provide for the deemed reissuance under another facility, on terms satisfactory to such Issuing
Bank any Letters of Credit issued by it; provided that in the case of any such termination of the Commitment of a Non-Consenting
Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable
consent, waiver or amendment of the Loan Documents and such termination shall, with respect to clause (3) above, be
in respect of all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject
of the related consent, waiver and amendment.


 


In the event that (i)
the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the
Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of each
Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments
and (iii) the Required Lenders or Required Facility Lenders, as applicable, have agreed to such consent, waiver or amendment, then
any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.


 


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


 


SECTION
3.08          Survival.
All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment
of all other Obligations hereunder and resignation of the Administrative Agent.



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Article IV



Conditions Precedent to Credit Extensions 


 


SECTION
4.01          Conditions to Credit
Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder
on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between
the Borrower and the Administrative Agent:


 


(1)     The
Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in .pdf format (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other
than in the case clause (1)(e) below):


 


(a)     a Committed
Loan Notice;


 


(b)     executed
counterparts of this Agreement and the Guaranty;


 


(c)     each
Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule,
duly executed by each Loan Party that is party thereto, together with:


 


(i)     certificates, if any,
representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ Restricted Subsidiaries
accompanied by undated stock powers executed in blank; and


 


(ii)     evidence that all
UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and
the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided
for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made.


 


(d)     certificates
of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists
in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of
Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and
evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer
in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing
Date;


 


(e)     a customary
legal opinion from (i) Paul Hastings LLP, counsel to the Loan Parties and (ii) Troutman Sanders LLP, Georgia counsel to the Loan
Parties;


 


(f)     a certificate
of a Responsible Officer certifying that the conditions set forth in Sections 4.02(1) and 4.02(2) have been satisfied; and


 


(g)     a solvency
certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached
hereto as Exhibit I;


 


(2)     The
Arrangers shall have received (i) the Annual Financial Statements and (ii) the Quarterly Financial Statements; provided,
that the Arrangers hereby acknowledge receipt of the Annual Financial Statements and the Quarterly Financial Statements.


 


(3)     The
Administrative Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information
in respect of the Borrower and the Guarantors



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required under applicable “know
your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested
in writing by it at least ten (10) Business Days prior to the Closing Date.


 


(4)     Since
December 31, 2016, there shall not have occurred any facts, events, changes, developments or effects which, individually or in
the aggregate, have constituted or would reasonably be expected to constitute a Material Adverse Effect.


 


(5)     All
fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except
as otherwise reasonably agreed by the Borrower)) required to be paid hereunder on the Closing Date shall have been paid, or shall
be paid substantially concurrently with the initial Borrowing on the Closing Date.


 


(6)     Prior
to or substantially concurrently with the initial Borrowing(s) on the Closing Date, the Closing Date Refinancing shall have been
consummated.


 


Without limiting the
generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions
specified in this Section 4.01, by releasing its signature page hereto or to an Assignment and Assumption, the Arrangers,
the Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied
with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, such
Arranger, Administrative Agent or such Lender, as the case may be.


 


SECTION
4.02          Conditions to All
Credit Extensions. The obligation of each Lender to honor any Request for a Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, a continuation of Eurodollar Rate
Loans or a Borrowing pursuant to any Incremental Amendment) is subject to the following conditions precedent:


 


(1)     The
representations and warranties of the Borrower contained in Article V of this Agreement and the representations and warranties
contained in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension;
provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be
true and correct in all material respects as of such earlier date; provided, further, that any representation
and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall
be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.


 


(2)     No
Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.


 


(3)     The
Administrative Agent or the relevant Issuing Bank (as applicable) shall have received a Request for Credit Extension in accordance
with the requirements hereof.


 


(4)     Each
Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, a continuation
of Eurodollar Rate Loans or a Borrowing pursuant to an Incremental Amendment) submitted by the Borrower after the Closing Date
shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(1) and 4.02(2)
have been satisfied on and as of the date of the applicable Credit Extension.


 


In addition, solely to
the extent the Borrower has delivered to the Administrative Agent a Notice of Intent to Cure pursuant to Section 8.04, no
request for a Credit Extension shall be honored after delivery of such notice until the applicable Cure Amount specified in such
notice is actually received by the Borrower. For the avoidance of doubt, the preceding sentence shall have no effect on the continuation
or conversion of any Loans outstanding.



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Article V



Representations and Warranties


 


The Borrower represents
and warrants to the Administrative Agent and the Lenders, at the time of each Credit Extension (solely to the extent required to
be true and correct for such Credit Extension pursuant to Article IV or Section 2.14, as applicable):


 


SECTION
5.01          Existence, Qualification
and Power; Compliance with Laws. Each Loan Party and each of its respective Restricted Subsidiaries:


 


(1)     is
a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation
or organization (to the extent such concept exists in such jurisdiction);


 


(2)     has
all corporate or other organizational power and authority to (a) own or lease its assets and carry on its business as currently
conducted and (b) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which
it is a party;


 


(3)     is
duly qualified and in good standing (to the extent such concept exists) under the Laws of each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business as currently conducted requires such qualification;


 


(4)     is
in compliance with all applicable Laws orders, writs, injunctions and orders (including the United States Foreign Corrupt Practices
Act of 1977 (the “FCPA”)); and


 


(5)     has
all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted;


 


except in each case referred to in the
preceding clauses (2)(a), (3), (4) or (5), to the extent that failure to do so would not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect.


 


SECTION
5.02          Authorization; No
Contravention.


 


(1)     The execution,
delivery and performance by each Loan Party of each Loan Document to which such Person is a party have been duly authorized by
all necessary corporate or other organizational action.


 


(2)     None of the execution,
delivery and performance by each Loan Party of each Loan Document to which such Person is a party will:


 


(a)     contravene
the terms of any of such Person’s Organizational Documents;


 


(b)     result
in any breach or contravention of, or the creation of any Lien upon any of the property or assets of such Person or any of the
Restricted Subsidiaries (other than as permitted by Section 7.01) under (i) any Contractual Obligation to which such
Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Restricted Subsidiaries or
(ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its
property is subject; or


 


(c)     violate
any applicable Law;


 


except with respect to any breach, contravention
or violation (but not creation of Liens) referred to in the preceding clauses (b) and (c), to the extent that such
breach, contravention or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.



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SECTION
5.03          Governmental Authorization.
No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority
is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of
this Agreement or any other Loan Document, except for:


 


(1)     filings
and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties;


 


(2)     the
approvals, consents, exemptions, authorizations, actions, notices and filings that have been duly obtained, taken, given or made
and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect
pursuant to the Collateral and Guarantee Requirement); and


 


(3)     those
approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


SECTION
5.04          Binding Effect.
This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party hereto or thereto,
as applicable. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable
against each such Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws,
by general principles of equity and principles of good faith and fair dealing.


 


SECTION
5.05          Financial Statements;
No Material Adverse Effect.


 


(1)     The Annual Financial
Statements and the Quarterly Financial Statements fairly present in all material respects the financial condition of the GreenSky
LLC and its Subsidiaries as of the date(s) thereof and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the periods covered thereby, (i) except as otherwise expressly noted therein and (ii)
subject, in the case of the Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence
of footnotes.


 


(2)     Since the Closing
Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected
to have a Material Adverse Effect.


 


(3)     The forecasts
of consolidated balance sheets and statements of cash flow of the Borrower and its Subsidiaries for each fiscal year ending after
the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent
prior to the Closing Date, when taken as a whole, have been prepared in good faith on the basis of the assumptions stated therein,
which assumptions were believed to be reasonable at the time made and at the time the forecasts are delivered, it being understood
that:


 


(a)     no
forecasts are to be viewed as facts;


 


(b)     all
forecasts are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties;


 


(c)     no
assurance can be given that any particular forecasts will be realized; and


 


(d)     actual
results may differ and such differences may be material.


 


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 the respective interpretation thereof, and that
such restatements will not result in a Default or an Event of Default under the Loan Documents, it being understood that if any
such restatement



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discloses an ongoing Default
or Event of Default, the foregoing shall not constitute a cure or waiver of such Default or Event of Default.


 


SECTION
5.06          Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, overtly threatened in
writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of the Restricted
Subsidiaries that would reasonably be expected to have a Material Adverse Effect.


 


SECTION
5.07          Labor Matters.
Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (1) there are
no strikes or other labor disputes against the Borrower or the Restricted Subsidiaries pending or, to the knowledge of the Borrower,
threatened in writing and (2) hours worked by and payment made based on hours worked to employees of each of the Borrower or the
Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with wage
and hour matters.


 


SECTION
5.08          Ownership of Property;
Liens. Each Loan Party and each of its respective Restricted Subsidiaries has good and valid
record title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property
necessary in the ordinary conduct of its business, free and clear of all Liens except for Liens permitted by Section 7.01
and except where the failure to have such title or other interest would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.


 


SECTION
5.09          Environmental Matters.
Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) each Loan
Party and each of its Restricted Subsidiaries and their respective operations and properties is in compliance with all applicable
Environmental Laws; (b) each Loan Party and each of its Restricted Subsidiaries has obtained and maintained and is in compliance
with all Environmental Permits required to conduct their operations; (c) none of the Loan Parties or any of their respective Restricted
Subsidiaries is subject to any pending or, to the knowledge of the Borrower, threatened Environmental Claim or Environmental Liability;
(d) none of the Loan Parties or any of their respective Restricted Subsidiaries or predecessors has treated, stored, transported
or Released Hazardous Materials at or from any currently or formerly owned, leased or operated real estate or facility; and (e)
to the knowledge of any Loan Party or any Restricted Subsidiary, there are no occurrences, facts, circumstances or conditions which
could reasonably be expected to give rise to an Environmental Claim or Environmental Liability.


 


SECTION
5.10          Taxes.
Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each
Loan Party and each of its Restricted Subsidiaries has timely filed all Tax returns and reports required to be filed, and have
timely paid all Taxes (including satisfying its withholding tax obligations) levied or imposed on their properties, income or assets
(whether or not shown in a Tax return), except those which are being contested in good faith by appropriate actions diligently
taken and for which adequate reserves have been provided in accordance with GAAP.


 


There is no proposed
Tax assessment, deficiency or other claim against any Loan Party or any of its Restricted Subsidiaries except (i) those being actively
contested by a Loan Party or such Restricted Subsidiary in good faith and by appropriate actions diligently taken and for which
adequate reserves have been provided in accordance with GAAP or (ii) those which would not reasonably be expected to, individually
or in the aggregate, have a Material Adverse Effect.


 


SECTION
5.11          ERISA Compliance.


 


(1)     Except as would
not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance
with the applicable provisions of ERISA, the Code and other Laws.


 


(2)     (a) No ERISA Event
has occurred or is reasonably expected to occur; and



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(b)     none of the Loan
Parties or any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA;


 


except, with respect to each of the foregoing
clauses of this Section 5.11(2), as would not reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect.


 


(3)     Except where noncompliance
or the incurrence of an obligation would not reasonably be expected to result in a Material Adverse Effect, (a) each Foreign Plan
has been maintained in compliance with its terms and with the requirements of any and all applicable Laws, and (b) none of the
Borrower or any Subsidiary has incurred any obligation or liability in connection with the termination of or withdrawal from any
Foreign Plan.


 


SECTION
5.12          Subsidiaries.



 


(1)     As of the Closing
Date, after giving effect to the Transactions, all of the outstanding Equity Interests in the Borrower and the Restricted Subsidiaries
have been validly issued and are fully paid and (if applicable) non-assessable, and all Equity Interests that constitute Collateral
owned by any Loan Party in any of their respective Subsidiaries are owned free and clear of all Liens of any person except (a)
those Liens created under the Collateral Documents and (b) any nonconsensual Lien that is permitted under Section 7.01.


 


(2)     As of the Closing
Date, Schedule 5.12 sets forth:


 


(a)     the
name and jurisdiction of organization of each Subsidiary; and


 


(b)     the
ownership interests of the Borrower and any Subsidiary of the Borrower in each Subsidiary, including the percentage of such ownership.


 


SECTION
5.13          Margin Regulations;
Investment Company Act.


 


(a)     As of the Closing
Date, none of the Collateral is Margin Stock. No Loan Party is engaged, nor will it engage, principally or as one of its important
activities, in the business of purchasing or carrying Margin Stock (within the meaning of Regulation U issued by the Board), or
extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings will be used for any
purpose that violates Regulation U.


 


(b)     No Loan Party
is required to be registered as an “investment company” under the Investment Company Act of 1940.


 


SECTION
5.14          Disclosure.
As of the Closing Date, none of the written information and written data heretofore or contemporaneously furnished in writing by
or on behalf of the Borrower or any Subsidiary Guarantor to any Agent or any Lender on or prior to the Closing Date in connection
with the Transactions, when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary
to make such written information and written data, when taken as a whole, in the light of the circumstances under which it was
delivered, not materially misleading (after giving effect to all modifications and supplements to such written information and
written data, in each case, furnished after the date on which such written information or such written data was originally delivered
and prior to the Closing Date); it being understood that, for purposes of this Section 5.14, such written information and
written data shall not include any projections, pro forma financial information, financial estimates, forecasts and forward-looking
information or information of a general economic or general industry nature. As of the Closing Date, the Projections have been
prepared in good faith based upon assumptions believed to be reasonable at the time delivered (it being understood that such projected
financial information is subject to significant uncertainties and contingencies, any of which is beyond the Borrower’s control,
that no assurance is given that any particular projections will be realized and that actual results during the period or periods
covered by any such projected financial information may differ significantly from the projected results, which differences may
be material).



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SECTION
5.15          Intellectual Property;
Licenses, Etc. The Borrower and the Restricted Subsidiaries have good and marketable title to,
or a valid license or right to use, all patents, patent rights, trademarks, servicemarks, trade names, domain names, copyrights,
technology, software, know-how, trade secrets and other proprietary information, database rights and other intellectual property
rights (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably necessary for the operation
of their respective businesses as currently conducted, except where the failure to have any such rights would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower, the operation
of the respective businesses of the Borrower or any Subsidiary of the Borrower as currently conducted does not infringe upon, dilute,
misappropriate or violate any IP Rights held by any Person except for such infringements, dilutions, misappropriations or violations
that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No claim or litigation
regarding any IP Rights is pending or, to the knowledge of the Borrower, threatened in writing against any Loan Party or Subsidiary,
that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 


SECTION
5.16          Solvency.
On the Closing Date after giving effect to the Transactions, the Borrower and the Subsidiaries, on a consolidated basis, are Solvent.


 


SECTION
5.17          USA PATRIOT Act; Anti-Terrorism
Laws; Etc.. 


 


(1)     To the extent
applicable, the Borrower and the Restricted Subsidiaries are in compliance, in all material respects, with (i) the USA PATRIOT
Act or any other applicable anti-money laundering laws, and (ii) sanctions imposed, administered, or enforced by the U.S. government
(including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department
of State (and including the designation as a “specially designated national” or “blocked person”)) or any
other Governmental Authority with jurisdiction over the Borrower or such Restricted Subsidiary (such sanctions, collectively, “Sanctions”).
Neither the Borrower, any Restricted Subsidiary nor, to the knowledge of the Borrower, any director, officer, employee or agent
of the Borrower or any of the Restricted Subsidiaries is currently the subject of any Sanctions. No proceeds of the Loans will
be used by the Borrower or any Restricted Subsidiary directly or, to the knowledge of the Borrower, indirectly, for the purpose
of financing or facilitating activities of or with any Person, or in any country, that, at the time, is the subject of any Sanctions
administered by OFAC, except to the extent licensed or otherwise permissible under Sanctions, or in any manner that would result
in a violation of Sanctions by any Party to this Agreement.


 


(2)      None of the Borrower
or any of its Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee, affiliate or other person
associated with or acting on behalf of the Borrower or any of its Subsidiaries has (i) made, offered, promised or authorized any
unlawful payment, contribution, gift, entertainment or other unlawful expense in violation of any applicable anti-bribery or anti-corruption
law, including the FCPA or (ii) violated or is in violation of any provision of any applicable anti-bribery or anti-corruption
law.


 


SECTION
5.18          Collateral Documents.
Except as otherwise contemplated hereby or under any other Loan Documents and subject to limitations set forth in the Collateral
and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to
be taken hereby or by the applicable Collateral Documents (including the delivery to Collateral Agent of any Pledged Collateral
required to be delivered pursuant hereto or the applicable Collateral Documents), are effective to create in favor of the Collateral
Agent for the benefit of the Secured Parties a legal, valid, perfected and enforceable first priority Lien (subject to Liens permitted
by Section 7.01 and to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan
Parties in the Collateral described therein, except as may be limited by Debtor Relief Laws, by general principles of equity and
principles of good faith and fair dealing.


 


Notwithstanding anything
herein (including this Section 5.18) or in any other Loan Document to the contrary, no Loan Party makes any representation
or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security
interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect
thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection,
the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection
or priority is not required pursuant to the Collateral and Guarantee Requirement, (C) on the Closing Date and until required pursuant
to Section 6.13 or 4.01, the pledge or creation of any security interest, or the effects of perfection



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or non-perfection, the priority or enforceability
of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01 or (D) any Excluded
Assets.


 


Article VI



Affirmative Covenants 


 


So long as the Termination
Conditions have not been satisfied, the Borrower shall, and shall (except in the case of the covenants set forth in Sections
6.01, 6.02 and 6.03) cause each of the Restricted Subsidiaries to:


 


SECTION
6.01          Financial Statements.
Deliver to the Administrative Agent for prompt further distribution by the Administrative Agent to each Lender (subject to the
limitations on distribution of any such information to Public Lenders as described in Section 6.02) each of the following:


 


(1)     within
one hundred and twenty (120) days (or such shorter period as may be required to comply with SEC rules to the extent the Borrower
or any Parent Company is a public reporting company) after the end of each fiscal year of the Borrower, commencing with the fiscal
year ending December 31, 2017, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year,
and the related consolidated statements of operations and cash flows for such fiscal year, together with related notes thereto
and management’s discussion and analysis describing results of operations in the form customarily prepared by management
of the Borrower, setting forth in each case in comparative form the figures for the previous fiscal year, in reasonable detail
and all prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting
firm of nationally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report
and opinion (a) will be prepared in accordance with generally accepted auditing standards and (b) will not be subject to any qualification
as to the scope of such audit (but may contain a “going concern” or like qualification that is due to (i) the impending
maturity of any Indebtedness or any permitted refinancings thereof or (ii) any anticipated inability to satisfy the Financial Covenant);


 


(2)     within
sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (or such shorter
period as may be required to comply with SEC rules to the extent the Borrower or any Parent Company is a public reporting company)
commencing with the fiscal quarter ending September 30, 2017, a consolidated balance sheet of the Borrower and its Subsidiaries
as at the end of such fiscal quarter, and the related (a) consolidated statement of operations for such fiscal quarter and for
the portion of the fiscal year then ended and (b) consolidated statement of cash flows for the portion of the fiscal year then
ended, setting forth, in each case of the preceding clauses (a) and (b), in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, accompanied
by an Officer’s Certificate stating that such financial statements fairly present in all material respects the financial
condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to normal
year-end adjustments and the absence of footnotes, together with management’s discussion and analysis describing results
of operations in the form customarily prepared by management of the Borrower;


 


(3)     within
one hundred and twenty (120) days after the end of each fiscal year of the Borrower, commencing with respect to the fiscal year
ending December 31, 2017, a consolidated budget for the following fiscal year on a quarterly basis as customarily prepared by management
of the Borrower for its internal use (including any projected consolidated balance sheet of the Borrower and its Subsidiaries as
of the end of the following fiscal year and the related consolidated statements of projected cash flows, in each case, to the extent
prepared by management of the Borrower and included in such consolidated budget); provided that the requirements of this
Section 6.01(3) shall not apply at any time following the consummation of the Company IPO;


 


(4)     simultaneously
with the delivery of each set of consolidated financial statements referred to in Sections 6.01(1) and 6.01(2), the
related unaudited (it being understood that such information may be audited at the option of Borrower) consolidating financial
statements reflecting the adjustments necessary



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to eliminate the accounts of
Unrestricted Subsidiaries (if any) from such consolidated financial statements; and


 


(5)     quarterly
(or, following the consummation of the Company IPO, annually), if reasonably requested by the Administrative Agent promptly after
the delivery of the information required pursuant to Section 6.01(1) or, prior to the consummation of the Company IPO, Section
6.01(2) above, at a time reasonably agreed with the Borrower, commencing with the delivery of information with respect to the
fiscal quarter ending September 30, 2017, to participate in a conference call for Lenders to discuss the financial position, results
of operations and financial highlights containing key business metrics of Borrower and its Restricted Subsidiaries for the most
recently ended fiscal quarter or fiscal year, as applicable, for which financial statements have been delivered; provided that
if any Parent Company is holding a conference call open to the public to discuss the financial position and results of operations
of Borrower and its Subsidiaries for the most recently ended fiscal quarter or fiscal year, as applicable, for which financial
statements have been delivered pursuant to Section 6.01(1) or Section 6.01(2) above, Borrower will not be required
to hold a second, separate call for the Lenders so long as the Lenders are provided access to such initial conference call and
the ability to ask questions thereon.


 


Notwithstanding the foregoing,
the obligations referred to in Sections 6.01(1) and 6.01(2) may be satisfied with respect to financial information
of Borrower and its Subsidiaries by furnishing (A) the applicable financial statements of any Parent Company or (B) the Borrower’s
or such Parent Company’s Form 10-K or 10-Q, as applicable, filed with the SEC (and the public filing of such report with
the SEC shall constitute delivery under this Section 6.01); provided that with respect to each of the preceding clauses
(A) and (B), (1) to the extent such information relates to any Parent Company of the Borrower, if and so long as such
Parent Company will have Independent Assets or Operations, such information is accompanied by consolidating information (which
need not be audited) that explains in reasonable detail the differences between the information relating to such Parent Company
and its Independent Assets or Operations, on the one hand, and the information relating to the Borrower and the consolidated Restricted
Subsidiaries on a stand-alone basis, on the other hand and (2) to the extent such information is in lieu of information required
to be provided under Section 6.01(1) (it being understood that such information may be audited at the option of the
Borrower), such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally
recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion (a)
will be prepared in accordance with generally accepted auditing standards and (b) will not be subject to any qualification as to
the scope of such audit (but may contain a “going concern” or like qualification that is due to (i) the impending maturity
of any Indebtedness or any permitted refinancing thereof or (ii) any anticipated inability to satisfy the Financial Covenant).


 


Any financial statements
required to be delivered pursuant to Sections 6.01(1) or 6.01(2) shall not be required to contain all purchase accounting
adjustments relating to the Transactions or any other transaction(s) permitted hereunder to the extent it is not practicable to
include any such adjustments in such financial statements.


 


SECTION
6.02          Certificates; Other
Information. Deliver to the Administrative Agent for prompt further distribution by the Administrative
Agent to each Lender (subject to the limitations on distribution of any such information to Public Lenders as described in this
Section 6.02):


 


(1)     no
later than five (5) days after the delivery of the financial statements referred to in Sections 6.01(1) and (2) (commencing
with such delivery for September 30, 2017), a duly completed Compliance Certificate signed by a Financial Officer of the Borrower;


 


(2)     promptly
after the same are publicly available, copies of all special reports and registration statements which the Borrower or any Restricted
Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor or with any national securities
exchange, as the case may be (other than amendments to any registration statement (to the extent such registration statement, in
the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable,
any registration statement on Form S-8), and in any case not otherwise required to be delivered to the Administrative Agent pursuant
to any other clause of this Section 6.02;



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(3)     promptly
after the furnishing thereof, copies of any notices of default to any holder of any class or series of debt securities of any Loan
Party having an aggregate outstanding principal amount greater than the Threshold Amount (other than in connection with any board
observer rights) and not otherwise required to be furnished to the Administrative Agent pursuant to any other clause of this Section 6.02;


 


(4)     together
with the delivery of (or as a part of) the Compliance Certificate with respect to the financial statements referred to in Section
6.01(1), (a) a report setting forth the information required by Section 1(a) of the Perfection Certificate (or confirming that
there has been no change in such information since the later of the Closing Date and the last report delivered pursuant to this
subclause 4(a)) and (b) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary
or an Unrestricted Subsidiary as of the date of delivery of such list or a confirmation that there is no change in such information
since the later of the Closing Date and the last report delivered pursuant to this subclause (4)(b); and


 


(5)     promptly,
but subject to the limitations set forth in Section 6.10 and Section 10.09, such additional information regarding
the business and financial affairs of any Loan Party or any Material Subsidiary that is a Restricted Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent may from time to time on its own behalf or on behalf of any Lender
reasonably request in writing from time to time;


 


Documents required to
be delivered pursuant to Section 6.01 or Section 6.02(2) may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto,
on the Borrower’s (or any Parent Company’s) website on the Internet at the website address listed on Schedule 10.02
hereto (or as such address may be updated from time to time in accordance with Section 10.02); or (b) on which such documents
are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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);
provided that (i) upon written request by the Administrative Agent, the Borrower will deliver paper copies of such documents
to the Administrative Agent for further distribution by the Administrative Agent to each Lender (subject to the limitations on
distribution of any such information to Public Lenders as described in this Section 6.02) 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 or link and, upon the Administrative Agent’s request,
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.


 


The Borrower, on behalf
of itself and each other Loan Party, hereby acknowledges that (a) the Administrative Agent may, and shall to the extent required
under the terms of this Agreement, make available to the Lenders and the Issuing Banks materials or information provided by or
on behalf of the Borrower or any other Loan Party hereunder or under any other Loan Document (collectively, the “Borrower
Materials”) by posting the Borrower Materials on Intralinks, SyndTrak, ClearPar or another similar electronic system
(the “Platform”) and (b) certain of the Lenders may have personnel who do not wish to receive any information
with respect to any Parent Company, the Borrower, their respective Subsidiaries or Affiliates or their respective securities that
is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Person’s
securities (each, a “Public Lender”). The Borrower hereby agrees that (i) at the Administrative Agent’s
request, all Borrower Materials that are to be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC”
which, at a minimum, means that the word “PUBLIC” will appear prominently on the first page thereof; (ii) by marking
Borrower Materials “PUBLIC”, the Borrower will be deemed to have authorized the Administrative Agent, the Lenders and
the Issuing Banks to treat such Borrower Materials as containing only Public-Side Information (provided, however,
that to the extent such Borrower Materials constitute Information, they will be treated as set forth in Section 10.09);
(iii) all Borrower Materials marked “PUBLIC” and, except to the extent the Borrower notifies the Administrative Agent
to the contrary, any Borrower Materials provided pursuant to Section 6.01(1), 6.01(2) or 6.02(1) are permitted
to be made available through a portion of the Platform designated as “Public Side Information”; and (iv) the Administrative
Agent and the Arrangers shall be entitled to treat Borrower



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Materials that are not specifically identified
as “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information”.
Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.


 


Anything to the contrary
notwithstanding, nothing in this Agreement will require any Parent Company, the Borrower or any Subsidiary to disclose, permit
the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter, or provide
information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which
disclosure is prohibited by Law or binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes
attorney work product; provided that, in the event that the Borrower does not provide information that otherwise would be
required to be provided hereunder in reliance on the exclusions in this paragraph relating to violation of any obligation of confidentiality,
the Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge
that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality).


 


SECTION
6.03          Notices.
Promptly after a Responsible Officer obtains actual knowledge thereof, notify the Administrative Agent of:


 


(1)     the
occurrence of any Default;


 


(2)     the
termination by a Bank Partner of its Bank Partner Commitment if the aggregate amount of its Bank Partner Commitments exceeds the
Threshold Amount and it has not been or is not substantially concurrently being replaced with other Bank Partner Commitments in
at least the Threshold Amount;


 


(3)     the
aggregate amount of all Unused Bank Partner Commitments falling below $500,000,000 in the aggregate;


 


(4)     (a)
any dispute, litigation, investigation or proceeding between any Loan Party and any arbitrator or Governmental Authority, (b) the
filing or commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any of its
Subsidiaries, including pursuant to any applicable Environmental Laws or in respect of IP Rights, (c) any violation by any Loan
Party or any of its Subsidiaries of, or liability under, any Environmental Law or Environmental Permit, or (d) the occurrence of
any ERISA Event that, in any such case referred to in clauses (a), (b), (c) or (d) of this Section 6.03(4),
has resulted or would reasonably be expected to result in a Material Adverse Effect; and


 


(5)     Loans
Held For Sale by the Borrower and the Restricted Subsidiaries exceeding 5% of AUM.


 


Each notice pursuant
to this Section 6.03 shall be accompanied by a written statement of a Responsible Officer of the Borrower (a) that
such notice is being delivered pursuant to Section 6.03(1), (2), (3), (4) or (5) (as applicable)
and (b) setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto.


 


SECTION
6.04          Payment of Taxes.
Timely pay, discharge or otherwise satisfy, as the same shall become due and payable, all of its obligations and liabilities in
respect of Taxes imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent
(1) any such Tax is being contested in good faith and by appropriate actions for which appropriate reserves have been established
in accordance with GAAP or (2) the failure to pay or discharge the same would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.


 


SECTION
6.05          Preservation of Existence,
Etc. 


 


(1)     Preserve, renew
and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization; and



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(2)     take all reasonable
action to obtain, preserve, renew and keep in full force and effect its rights, licenses, permits, privileges, franchises, and
IP Rights material to the conduct of its business;


 


except in the case of clause (1)
or (2) to the extent (other than with respect to the preservation of the existence of the Borrower) that failure to do so
would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or pursuant to any merger,
consolidation, liquidation, dissolution or disposition permitted by Article VII.


 


SECTION
6.06          Maintenance of Properties.
Except if the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect,
maintain, preserve and protect all of its material properties and equipment used in the operation of its business in good working
order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted and any repairs and replacements
that are the obligation of the owner or landlord of any property leased by the Borrower or any of the Restricted Subsidiaries excepted;
provided that the foregoing shall not prohibit any transaction otherwise permitted hereunder.


 


SECTION
6.07          Maintenance of Insurance.



 


(1)     Maintain with
insurance companies that the Borrower believes (in the good faith judgment of its management) are financially sound and reputable
at the time the relevant coverage is placed or renewed or with a Captive Insurance Subsidiary, insurance with respect to the Borrower’s
and the Restricted Subsidiaries’ properties and business against loss or damage of the kinds customarily insured against
by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance
reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and the Restricted
Subsidiaries) as are customarily carried under similar circumstances by such other Persons, and will furnish to the Lenders, upon
written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried; provided
that, notwithstanding the foregoing, in no event will the Borrower or any Restricted Subsidiary be required to obtain or maintain
insurance that is more restrictive than its normal course of practice. Subject to Section 6.15, each such policy of insurance will,
as appropriate, (i) name the Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests
may appear or (ii) in the case of each casualty insurance policy, contain an additional loss payable clause or endorsement that
names the Collateral Agent, on behalf of the Secured Parties, as the additional loss payee thereunder.


 


(2)     If any improved
portion of any Mortgaged Property is at any time located in an area identified 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 will, or will cause each Loan Party to (a) maintain, or cause to be maintained, flood insurance
in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance
Laws or as otherwise reasonably required by the Administrative Agent and (b) deliver to the Collateral Agent evidence of such compliance
in form and substance reasonably acceptable to the Collateral Agent; provided that to the extent that the requirements of
this Section 6.07 are not satisfied on the Closing Date, the Borrower may satisfy such requirements in accordance with the
Collateral and Guarantee Requirement and Section 6.11(b) but in no event later than ten (10) days prior to the recording
of the Mortgages and other real estate items to be delivered pursuant to the Collateral and Guarantee Requirement and Section
6.11(b).


 


SECTION
6.08          Compliance with Laws.
Comply with the requirements of all Laws (including the USA PATRIOT Act, FCPA, Sanctions and Consumer Credit Laws) and comply with
all orders, writs, injunctions and decrees of any Governmental Authority applicable to it or to its business or property, except
in each case if the failure to comply therewith would not reasonably be expected individually or in the aggregate to have a Material
Adverse Effect.


 


SECTION
6.09          Books and Records.
Maintain proper books of record and account, in which entries that are full, true and correct in all material respects shall be
made of all material financial transactions and matters involving the assets and business of the Borrower or such Restricted Subsidiary,
as the case may be (it being understood and agreed that certain Foreign Subsidiaries may maintain individual books and records
in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance
shall not constitute a breach of the representations, warranties or covenants hereunder).



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SECTION
6.10          Inspection Rights.
Permit representatives designated by the Administrative Agent to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom and to discuss its affairs, finances and accounts
with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures),
all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Borrower; provided that only the Administrative Agent on behalf
of the Lenders may exercise rights under this Section 6.10 and the Administrative Agent shall not exercise such rights
more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall
be at the Borrower’s expense; provided, further, that. when an Event of Default exists, the Administrative
Agent (or any of its representatives) 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 shall give the Borrower the opportunity to participate in any
discussions with the Borrower’s independent public accountants. For the avoidance of doubt, this Section 6.10 is subject
to the last paragraph of Section 6.02.


 


SECTION
6.11          Covenant to Guarantee
Obligations and Give Security. At the Borrower’s expense, subject to the provisions of
the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or
reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement
continues to be satisfied, including: 


 


(1)     (x)
upon (i) the formation or acquisition of any new direct or indirect wholly owned Material Domestic Subsidiary (other than any Excluded
Subsidiary) by any Loan Party, (ii) the designation of any existing direct or indirect wholly owned Material Domestic Subsidiary
(other than any Excluded Subsidiary) as a Restricted Subsidiary, (iii) any Subsidiary (other than any Excluded Subsidiary) becoming
a wholly owned Material Domestic Subsidiary or (iv) an Excluded Subsidiary that is a wholly owned Material Domestic Subsidiary
ceasing to be an Excluded Subsidiary but continuing as a Restricted Subsidiary of the Borrower, (y) upon the acquisition of any
assets by any Loan Party that are the subject of the Collateral and Guarantee Requirement or (z) with respect to any Subsidiary
at the time it becomes a Loan Party, for any assets held by such Subsidiary Collateral and Guarantee Requirement (in each case,
other than assets constituting Collateral under a Collateral Document that becomes subject to the Lien created by such Collateral
Document upon acquisition thereof (without limitation of the obligations to perfect such Lien)):


 


(a)     within
sixty (60) days (or such greater number of days specified below) after such formation, acquisition or designation or, in each case,
such longer period as the Administrative Agent may agree in its reasonable discretion, cause each such Material Domestic Subsidiary
that is required to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement to execute the Guaranty (or a
joinder thereto) and other documentation the Administrative Agent may reasonably request from time to time in order to carry out
more effectively the purposes of the Guaranty and the Collateral Documents,


 


(A)     within
sixty (60) days (or within one hundred and fifty (150) days in the case of documents listed in Section 6.11(2)(b)) after
such formation, acquisition or designation, cause each such Material Domestic Subsidiary that is required to become a Subsidiary
Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Collateral Agent, Mortgages and
the other items listed in Section 6.11(2)(b), mutatis mutandis, with respect to any Material Real Property,
supplements to the Security Agreement, a counterpart signature page to the Intercompany Note, Intellectual Property Security Agreements
and other security agreements and documents (if applicable), as reasonably requested by and in form and substance reasonably satisfactory
to the Collateral Agent (consistent with the Security Agreement, Intellectual Property Security Agreements and other Collateral
Documents in effect on the Closing Date as amended and in effect from time to time), in each case granting and perfecting Liens
required by the Collateral and Guarantee Requirement;


 


(B)     within
sixty (60) days after such formation, acquisition or designation, cause each such Material Domestic Subsidiary that is required
to become a Subsidiary



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Guarantor pursuant to the Collateral
and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are
required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate
instruments of transfer executed in blank and, if applicable, a joinder to the Intercompany Note substantially in the form of Annex
I thereto with respect to the intercompany Indebtedness held by such Material Domestic Subsidiary and required to be pledged pursuant
to the Collateral Documents;


 


(C)     within
sixty (60) days (or within one hundred and fifty (150) days in the case of documents listed in Section 6.11(2)(b))
after such formation, acquisition or designation, take and cause (i) the applicable Material Domestic Subsidiary that is required
to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement and (ii) to the extent applicable, each direct
or indirect parent of such applicable Material Domestic Subsidiary, in each case, to take customary action(s) (including the recording
of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates
to the extent certificated) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Collateral
Agent (or in any representative of the Collateral Agent designated by it) valid and perfected (subject to Liens permitted by Section
7.01) Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with
their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless
of whether enforcement is sought in equity or at law); and


 


(D)     within
sixty (60) days (or one hundred and fifty (150) days in the case of documents described in Section 6.11(2)(b)) after
the reasonable request therefor by the Administrative Agent (or such longer period as the Administrative Agent may agree in its
reasonable discretion), deliver to the Administrative Agent a signed copy of a customary Opinion of Counsel, addressed to the Administrative
Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set
forth in this Section 6.11(1) as the Administrative Agent may reasonably request;


 


provided that actions
relating to Liens on real property are governed by Section 6.11(2) and not this Section 6.11(1).


 


(2)     Material
Real Property.


 


(a)     Notice.


 


(i)     Within
sixty (60) days (or such longer period as the Collateral Agent may agree in its reasonable discretion), after the formation, acquisition
or designation of a Material Domestic Subsidiary that is required to become a Subsidiary Guarantor under the Collateral and Guarantee
Requirement, the Borrower will, or will cause such Material Domestic Subsidiary to, furnish to the Collateral Agent a description
of any Material Real Property (other than any Excluded Asset(s)) owned by such Material Domestic Subsidiary.


 


(ii)     Within
sixty (60) days (or such longer period as the Collateral Agent may agree in its reasonable discretion), after the acquisition of
any Material Real Property (other than any Excluded Asset(s)) by a Loan Party, after the Closing Date, the Borrower will, or will
cause such Loan Party to, furnish to the Collateral Agent a description of any such Material Real Property.


 


(b)     Mortgages.
The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to any
Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(2)(a), within one hundred and
fifty (150) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material
Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with:



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(i)     evidence that counterparts
of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing
or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent
otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien
on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and
recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;


 


(ii)     fully paid American
Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each
applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the
applicable jurisdiction without surveys (it being agreed that zoning reports from a nationally recognized zoning company shall
be acceptable in lieu of zoning endorsements to title policies in any jurisdiction where there is a material difference in the
cost of zoning reports and zoning endorsements) and in amounts, reasonably acceptable to the Collateral Agent (not to exceed the
fair market value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable
to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to
Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have a material
adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance and such coinsurance
and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction;


 


(iii)     customary Opinions
of Counsel for the applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability
and perfection of the Mortgage(s) and any related fixture filings and the due authorization, execution and delivery of the Mortgages,
in form and substance reasonably satisfactory to the Collateral Agent;


 


(iv)     American Land Title/American
Congress on Surveying and Mapping surveys (or, if reasonably acceptable to the Collateral Agent, zip or express maps) for each
Material Real Property or existing surveys together with no change affidavits, in each case certified to the Collateral Agent if
deemed necessary by the Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage
Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory
to the Collateral Agent;


 


(v)     a completed “Life-of-Loan”
Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property containing
improved land addressed to the Collateral Agent and otherwise in compliance with the Flood Insurance Laws, and if any such Material
Real Property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be a special
flood hazard area, the Borrower’s duly executed acknowledgement of receipt of written notification from the Collateral Agent
about special flood hazard area status and flood disaster assistance and evidence that the Borrower or applicable Loan Party has
obtained flood insurance reasonably satisfactory to the Collateral Agent that is in compliance with all applicable requirements
of the Flood Insurance Laws; and


 


(vi)     as promptly as practicable
after the reasonable request therefor by the Collateral Agent, environmental assessment reports and reliance letters (if any) that
have been prepared in connection with such acquisition, designation or formation of any Material Domestic Subsidiary or acquisition
of any Material Real Property; provided that there shall be no obligation to deliver to the Collateral Agent any environmental
assessment report whose disclosure to the Collateral Agent would require the consent of a Person other than the Borrower or one
of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot
be obtained.



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The Collateral Agent may grant extensions
of time for the creation and perfection of Mortgage Liens in or the obtaining of title insurance, legal opinions or other deliverables
with respect to particular Material Real Property where it determines that such action cannot be accomplished by the time periods
set forth in this Agreement or the Collateral Documents.


 


SECTION
6.12          Use of Proceeds.


 


(1)     The entire amount
of the proceeds of the Initial Term Loans on the Closing Date will be used, directly or indirectly, by the Borrower, together with
cash on hand, to (i) make the Specified Distribution and (ii) pay all or a portion of the Transaction Expenses associated therewith.


 


(2)     The proceeds of
the Revolving Loans and any other Loans borrowed after the Closing Date and Letters of Credit will be used for working capital,
general corporate purposes and any other purposes not otherwise prohibited under this Agreement (including, without limitation,
to consummate the Refinancing on the Closing Date, and for Restricted Payments, Investments, and Acquisitions from time to time).


 


SECTION
6.13          Further Assurances.
Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document
and in each case at the expense of the Borrower, promptly upon reasonable request from time to time by the Administrative Agent
or the Collateral Agent or as may be required by applicable Laws (a) correct any material defect or error that may be discovered
in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to
any Collateral, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all
such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonable
request from time to time in order to carry out more effectively the purposes of the Collateral Documents and to satisfy the Collateral
and Guarantee Requirement.


 


SECTION
6.14          Maintenance of Ratings.
Use commercially reasonable efforts to maintain (1) a public corporate credit rating (but not any specific rating) from S&P
and a public corporate family rating (but not any specific rating) from Moody’s, in each case in respect of the Borrower
or the Public Parent, and (2) a public rating (but not any specific rating) in respect of the Closing Date Term Loans from each
of S&P and Moody’s.


 


SECTION
6.15          Post-Closing Obligations.
Perform the obligations set forth on Schedule 6.15, in each case within the time periods specified therefor.


 


Article VII



Negative Covenants 


 


So long as the Termination
Conditions are not satisfied:


 


SECTION
7.01          Liens.
The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, directly or indirectly, create, incur or assume
any Lien (except any Permitted Lien(s)) on any asset or property of the Borrower or any Restricted Subsidiary, or any income or
profits therefrom.


 


The expansion of Liens
by virtue of accretion or amortization of original issue discount, the payment of dividends in the form of Indebtedness, and increases
in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed
to be an incurrence of Liens for purposes of this Section 7.01.


 


For purposes of determining
compliance with this Section 7.01, (A) a Lien need not be incurred solely by reference to one category of Permitted Liens
described in the definition thereof, but is permitted to be incurred in part under any combination thereof and of any other available
exemption and (B) in the event that a Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted
Liens, the Borrower will, in its sole discretion, be entitled to divide, classify or reclassify, in whole or in part, any such
Lien (or any portion thereof) among one or more of such categories or clauses in any manner.



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SECTION
7.02          Indebtedness.


 


(a)     The Borrower shall
not, nor shall the Borrower permit any Restricted Subsidiary to, directly or indirectly:


 


(i)     create,
incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur”
and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness); or


 


(ii)     issue
any shares of Disqualified Stock or permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock;


 


provided that the Borrower may incur
Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness
(including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case, if (any
Indebtedness, Disqualified Stock or Preferred Stock incurred or issued pursuant to following clauses (A), (B) and
(C), “Permitted Ratio Debt”):


 


(A)     with
respect to Indebtedness secured on a pari passu basis with the First Lien Obligations, the First Lien Net Leverage Ratio
for the Test Period preceding the date on which such additional Indebtedness is incurred (without netting any cash received from
the incurrence of such Indebtedness proposed to be incurred) would be no greater than 2.00 to 1.00;


 


(B)     with
respect to Indebtedness secured by Liens on a basis that is junior in priority to the First Lien Obligations, the Secured Net Leverage
Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred (without netting any cash received
from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 2.25 to 1.00; or


 


(C)     with
respect to unsecured Indebtedness, or any Disqualified Stock or Preferred Stock, the Total Net Leverage Ratio for the Test Period
preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (without
netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 4.00 to 1.00,


 


in each case, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been
incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom
had occurred at the beginning of such Test Period;


 


provided, further, that
Permitted Ratio Debt in the form of Indebtedness, (x) shall not mature earlier than the Original Term Loan Maturity Date, (y) shall
have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Closing Date Term
Loans on the date of incurrence of such Permitted Ratio Debt and (z) if any such Indebtedness is secured on a pari passu
basis with the First Lien Obligations under this Agreement, then the Borrower shall comply with the “most favored nation”
pricing provisions of Section 2.14(5)(c) to the extent then applicable to the Incremental Term Loans as if such Indebtedness were
Incremental Term Loans incurred pursuant to Section 2.14.


 


(b)     The provisions
of Section 7.02(a) will not apply to:


 


(1)     Indebtedness
under the Loan Documents (including Incremental Loans, Other Loans, Extended Term Loans, Loans made pursuant to Extended Revolving
Commitments and Replacement Loans);


 


(2)     Indebtedness
of the Borrower or any Restricted Subsidiary under any reimbursement agreement in respect of letters of credit issued for the account
of the Borrower or any Restricted Subsidiary in an amount not to exceed $5,000,000 at any time outstanding;



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(3)     the
incurrence of Indebtedness by the Borrower and any Restricted Subsidiary in existence (or for which commitments are in existence)
on the Closing Date (excluding Indebtedness described in the preceding clauses (1) and (2)); provided that
any such item of Indebtedness with an aggregate outstanding principal amount on the Closing Date in excess of $5,000,000 shall
be set forth on Schedule 7.02;


 


(4)     the
incurrence of Attributable Indebtedness and Indebtedness (including Capitalized Lease Obligations and Purchase Money Obligations)
and Disqualified Stock incurred or issued by the Borrower or any Restricted Subsidiary and Preferred Stock issued by any Restricted
Subsidiary, to finance the purchase, lease, expansion, construction, installation, replacement, repair or improvement of property
(real or personal), equipment or other assets, including assets that are used or useful in a Similar Business, whether through
the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together
with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts) and all other Indebtedness, Disqualified
Stock or Preferred Stock incurred or issued and outstanding under this clause (4), at such time not to exceed (as of the
date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) the greater of (I) $15,000,000
and (II) 10% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated
on a pro forma basis);


 


(5)     Indebtedness
incurred by the Borrower or any Restricted Subsidiary (a) constituting reimbursement obligations with respect to letters of credit,
bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or entered into, or relating to
obligations or liabilities (other than in support of debt for borrowed money) incurred in the ordinary course of business or consistent
with industry practice, including in respect of workers’ compensation claims, performance, completion or surety bonds, health,
disability or other employee benefits or property, casualty or liability insurance or self-insurance, unemployment insurance or
other social security legislation or other Indebtedness with respect to reimbursement-type obligations regarding workers’
compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty
or liability insurance or self-insurance or (b) as an account party in respect of letters of credit, bank guarantees or similar
instruments in favor of suppliers, trade creditors or other Persons issued or incurred in the ordinary course of business or consistent
with industry practice;


 


(6)     the
incurrence of Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification,
adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition
or disposition of any business, assets or a Subsidiary, 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;


 


(7)     the
incurrence of Indebtedness or issuance of Disqualified Stock of the Borrower to a Restricted Subsidiary (or to any Parent Company
which is substantially contemporaneously transferred to any Restricted Subsidiary); provided that any such Indebtedness
for borrowed money owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the
Loans to the extent permitted by applicable law and it does not result in adverse tax consequences; provided, further,
that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary
ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness or Disqualified Stock (except to
the Borrower or another Restricted Subsidiary or any pledge of such Indebtedness or Disqualified Stock constituting a Permitted
Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding)
or issuance of such Disqualified Stock (to the extent such Disqualified Stock is then outstanding) not permitted by this clause
(7);


 


(8)     the
incurrence of Indebtedness of a Restricted Subsidiary to the Borrower or another Restricted Subsidiary (or to any Parent Company
which is substantially contemporaneously transferred to the Borrower or any Restricted Subsidiary) to the extent permitted by Section
7.05; provided that any such Indebtedness for borrowed money incurred by a Guarantor and owing to a Restricted Subsidiary
that is not a Guarantor is expressly subordinated in right of payment to the Guaranty of the Loans of such Guarantor



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to the extent permitted by applicable
law and it does not result in adverse tax consequences; 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 such subsequent transfer of any such Indebtedness (except to the Borrower or a Restricted Subsidiary or any pledge of such
Indebtedness constituting a Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent
such Indebtedness is then outstanding) not permitted by this clause (8);


 


(9)     the
issuance of shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary to the Borrower or a Restricted Subsidiary
(or to any Parent Company which is substantially contemporaneously transferred to the Borrower or any Restricted Subsidiary); provided
that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary
that holds such Preferred Stock or Disqualified Stock ceasing to be a Restricted Subsidiary or any other subsequent transfer of
any such shares of Preferred Stock or Disqualified Stock (except to the Borrower or another Restricted Subsidiary or any pledge
of such Preferred Stock or Disqualified Stock constituting a Permitted Lien) will be deemed, in each case, to be an issuance of
such shares of Preferred Stock or Disqualified Stock (to the extent such Preferred Stock or Disqualified Stock is then outstanding)
not permitted by this clause (9);


 


(10)     the
incurrence of Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);


 


(11)     the
incurrence of obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds
and performance, banker’s acceptance facilities 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
(other than in support of debt for borrowed money), in each case in the ordinary course of business or consistent with industry
practice, including those incurred to secure health, safety and environmental obligations;


 


(12)     the
incurrence of Indebtedness or issuance of Disqualified Stock of the Borrower and the incurrence or issuance of Indebtedness, Disqualified
Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference that, when aggregated
with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding
and incurred or issued, as applicable, pursuant to this clause (12), together with any Refinancing Indebtedness in respect
thereof (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness, Disqualified Stock or Preferred
Stock is issued, incurred or otherwise obtained) (i) the greater of (I) $50,000,000 and (II) 30% of Consolidated EBITDA of the
Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis) plus,
without duplication, (ii) in the event of any extension, replacement, refinancing, renewal or defeasance of any such Indebtedness,
Disqualified Stock or Preferred Stock, an amount equal to (x) any accrued and unpaid interest on the Indebtedness, any accrued
and unpaid dividends on the Preferred Stock, and any accrued and unpaid dividends on the Disqualified Stock being so refinanced,
extended, replaced, refunded, renewed or defeased plus (y) the amount of any tender premium or penalty or premium required
to be paid under the terms of the instrument or documents governing such Indebtedness, Disqualified Stock or Preferred Stock and
any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection
with the issuance of such new Indebtedness, Disqualified Stock or Preferred Stock or the extension, replacement, refunding, refinancing,
renewal or defeasance of such Indebtedness, Disqualified Stock or Preferred Stock;


 


(13)     the
incurrence or issuance by the Borrower of Refinancing Indebtedness or the incurrence or issuance by a Restricted Subsidiary of
Refinancing Indebtedness that serves to Refinance any Indebtedness permitted under Section 7.02(a) and clause (3) above,
this clause (13) and clauses (14), (23) and (29)(b), or any successive Refinancing Indebtedness with
respect to any of the foregoing;



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(14)     the
incurrence or issuance of:


 


(a)     Indebtedness
or Disqualified Stock of the Borrower or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary, incurred
or issued to finance an acquisition or investment (or other purchase of assets) or that is assumed by the Borrower or any Restricted
Subsidiary in connection with such acquisition or investment (or other purchase of assets); and


 


(b)     Indebtedness,
Disqualified Stock or Preferred Stock of (i) Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into,
amalgamated or consolidated with the Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement or (ii)
an Unrestricted Subsidiary that is redesignated as a restricted Subsidiary (it being acknowledged that (x) Persons that are acquired
by the Borrower or any Restricted Subsidiary or merged into, amalgamated or consolidated with the Borrower or a Restricted Subsidiary
in accordance with the terms of this Agreement may remain liable with respect to Indebtedness existing on the date of such acquisition
and (y) an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary may remain liable with respect to Indebtedness
existing on the date of such redesignation);


 


in the case of the preceding
clauses (a) and (b), in an aggregate principal amount or liquidation preference, together with any Refinancing Indebtedness
in respect thereof (excluding any Incremental Amounts), not to exceed (A) the greater of $45,000,000 and 30% of Consolidated EBITDA,
plus (B) an unlimited amount of Indebtedness so long as in the case of this clause (B) only:


 


(i)     with
respect to Indebtedness secured on a pari passu basis with the First Lien Obligations, the First Lien Net Leverage Ratio
for the Test Period preceding the date on which such additional Indebtedness is incurred (without netting any cash received from
the incurrence of such Indebtedness proposed to be incurred) would be no greater than 2.00 to 1.00 or, after giving pro forma
effect to such acquisition, amalgamation, consolidation or merger, the First Lien Net Leverage Ratio of the Borrower for the Test
Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued
(without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than the
First Lien Net Leverage Ratio immediately prior to giving pro forma effect to such incurrence of Indebtedness or issuance
of Disqualified Stock or Preferred Stock;


 


(ii)     with respect to Indebtedness
secured by Liens on a basis that is junior in priority to the First Lien Obligations, either (x) the Secured Net Leverage Ratio
for the Test Period preceding the date on which such additional Indebtedness is incurred (without netting any cash received from
the incurrence of such Indebtedness proposed to be incurred) would be no greater than 2.25 to 1.00 or (y) after giving pro forma
effect to such acquisition, amalgamation, consolidation or merger, the Secured Net Leverage Ratio of the Borrower for the Test
Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued
(without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than the
Secured Net Leverage Ratio immediately prior to giving pro forma effect to such incurrence of Indebtedness or issuance of
Disqualified Stock or Preferred Stock; and


 


(iii)     with respect to unsecured
Indebtedness, or any Disqualified Stock or Preferred Stock, either (x) the Total Net Leverage Ratio for the Test Period preceding
the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (without netting
any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 4.00 to 1.00 or (y)
after giving pro forma effect to such acquisition, amalgamation, consolidation or merger, the Total Net Leverage Ratio of
the Borrower for the Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock
or Preferred Stock is issued (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred)
would be no greater than the Total Net



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Leverage Ratio immediately prior
to giving pro forma effect to such incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock;


 


provided that with respect
to Indebtedness described in clause (14)(a), such Indebtedness (x) shall not mature earlier than the Original Term Loan
Maturity Date and (y) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity
of the Closing Date Term Loans on the date of incurrence of such Indebtedness.


 


(15)     the
incurrence of 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;


 


(16)     the
incurrence of Indebtedness of the Borrower or any Restricted Subsidiary supported by letters of credit or bank guarantees issued
in connection herewith or with any Credit Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Debt, in each
case, in a principal amount not in excess of the stated amount of such letters of credit or bank guarantees;


 


(17)     (a)
the incurrence of any guarantee by the Borrower or a Restricted Subsidiary of Indebtedness or other obligations of the Borrower
or any Restricted Subsidiary so long as the incurrence of such Indebtedness or other obligations incurred by the Borrower or such
Restricted Subsidiary is permitted by this Agreement, or (b) any co-issuance by the Borrower or any Restricted Subsidiary of any
Indebtedness or other obligations of the Borrower or any Restricted Subsidiary so long as the incurrence of such Indebtedness or
other obligations by the Borrower or such Restricted Subsidiary is permitted by this Agreement;


 


(18)     the
incurrence of Indebtedness issued by the Borrower or any Restricted Subsidiary to future, present or former employees, directors,
officers, members of management, consultants and independent contractors thereof, their respective Controlled Investment Affiliates
or Immediate Family Members and permitted transferees thereof, in each case to finance the purchase or redemption of Equity Interests
of the Borrower or any Parent Company to the extent described in Section 7.05(b)(4);


 


(19)     customer
deposits and advance payments received in the ordinary course of business or consistent with industry practice from customers for
goods and services purchased in the ordinary course of business or consistent with industry practice;


 


(20)     the
incurrence of (a) Indebtedness owed to banks and other financial institutions incurred in the ordinary course of business or consistent
with industry practice in connection with ordinary banking arrangements to manage cash balances of the Borrower and the Restricted
Subsidiaries (including short-term pooling and similar intercompany arrangements in respect of accounts held by Foreign Subsidiaries)
and (b) Indebtedness in respect of Cash Management Services, including Cash Management Obligations;


 


(21)     Indebtedness
incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting
or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business
or consistent with industry practice on arm’s-length commercial terms;


 


(22)     the
incurrence of Indebtedness of the Borrower or any Restricted Subsidiary consisting of (a) the financing of insurance premiums or
(b) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business or consistent
with industry practice;


 


(23)     the
incurrence of Indebtedness, Disqualified Stock or Preferred Stock by Restricted Subsidiaries of the Borrower that are not Guarantors
in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference
of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant
to this clause (23), together with any Refinancing Indebtedness in respect of any of the



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foregoing (excluding any Incremental
Amounts), does not exceed (as of the date such Indebtedness is issued, incurred or otherwise obtained) the greater of (I) $37,500,000
and (II) 25% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated
on a pro forma basis);


 


(24)     the
incurrence of Indebtedness by the Borrower or any Restricted Subsidiary in connection with cash management (including netting services,
automatic clearinghouse arrangements, overdraft protections, employee credit card programs and related or similar services or activities)
with respect to the Borrower, any Subsidiaries or any joint venture in the ordinary course of business or consistent with industry
practice, including with respect to financial accommodations of the type described in the definition of Cash Management Services;



 


(25)     Qualified
Securitization Facilities and, to the extent constituting Indebtedness, Receivables Financing Transactions; provided that the maximum
amount of Indebtedness outstanding pursuant to this clause (25) shall not exceed (as of the date such Indebtedness is issued, incurred
or otherwise obtained) 10% of AUM.


 


(26)     guarantees
incurred in the ordinary course of business or consistent with industry practice in respect of obligations (other than debt for
borrowed money) to suppliers, customers, franchisees, lessors, licensees, sub-licensees and distribution partners;


 


(27)     the
incurrence of Indebtedness attributable to (but not incurred to finance) the exercise of appraisal rights or the settlement of
any claims or actions (whether actual, contingent or potential) with respect to any acquisition (by merger, consolidation or amalgamation
or otherwise) in accordance with the terms hereof;


 


(28)     the
incurrence of Indebtedness representing deferred compensation to employees of any Parent Company, the Borrower or any Restricted
Subsidiary, including Indebtedness consisting of obligations under deferred compensation or any other similar arrangements incurred
in connection with the Transactions, any investment or any acquisition (by merger, consolidation or amalgamation or otherwise)
permitted under this Agreement;


 


(29)     (a)
Credit Agreement Refinancing Indebtedness and (b) Permitted Incremental Equivalent Debt; and


 


(30)     all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on
obligations described in clauses (1) through (29) above.


 


(c)     For purposes of
determining compliance with this Section 7.02:


 


(1)     in
the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) at any time, whether at
the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria
of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1)
through (30) above or is entitled to be incurred pursuant to Section 7.02(a), the Borrower, in its sole discretion,
may divide and classify and may subsequently re-divide and reclassify, 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 (or a portion thereof) in such of the above clauses or under Section 7.02(a) as determined by the Borrower
at such time; provided that all Indebtedness incurred hereunder on the Closing Date will, at all times, be treated as incurred
on the Closing Date under Section 7.02(b)(1) and may not be reclassified;


 


(2)     the
Borrower is entitled to divide and classify an item of Indebtedness, Disqualified Stock or Preferred Stock in more than one of
the types of Indebtedness, Disqualified Stock or Preferred Stock



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described in Section 7.02(a)
and (b), subject to the proviso to the preceding clause (1) of this Section 7.02(c);


 


(3)     the
principal amount of Indebtedness outstanding under any clause of this Section 7.02 will be determined after giving effect
to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness;


 


(4)     in
the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued pursuant
to Section 7.02(b) (other than Section 7.02(b)(14) or Section 7.02(b)(29)(b) (but, in the case of Section
7.02(b)(29)(b), solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test)) on the
same date that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued under
Section 7.02(a), 7.02(b)(14) or Section 7.02(b)(29)(b) (but, in the case of Section 7.02(b)(29)(b),
solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test), then the applicable leverage
ratio, will be calculated with respect to such incurrence or issuance under Section 7.02(a), 7.02(b)(14) or Section
7.02(b)(29)(b) (but, in the case of Section 7.02(b)(29)(b), solely with respect to Permitted Incremental Equivalent
Debt incurred in reliance upon a ratio test) without regard to any incurrence or issuance under Section 7.02(b) (other than
with respect to any incurrence under Section 7.02(b)(14) or Section 7.02(b)(29)(b) (but, in the case of Section
7.02(b)(29)(b), solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test)); provided
that unless the Borrower elects otherwise, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock will
be deemed incurred or issued first under Section 7.02(a), 7.02(b)(14) or Section 7.02(b)(29)(b) (but, in the
case of Section 7.02(b)(29)(b), solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a
ratio test) to the extent permitted with the balance incurred under Section 7.02(b) (other than pursuant to Section 7.02(b)(14)
or Section 7.02(b)(29)(b) (but, in the case of Section 7.02(b)(29)(b), solely with respect to Permitted Incremental
Equivalent Debt incurred in reliance upon a ratio test)); and


 


(5)     guarantees
of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of
a particular amount of Indebtedness will not be included in the determination of such amount of Indebtedness; provided that
the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was incurred in compliance
with this Section 7.02.


 


The 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 and increases in the amount of Indebtedness
outstanding solely as a result of fluctuations in the exchange rate of currencies, in each case, will not be deemed to be an incurrence
of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 7.02. Any Indebtedness incurred,
or Disqualified Stock or Preferred Stock issued, to refinance Indebtedness incurred, or Disqualified Stock or Preferred Stock issued,
pursuant to clauses (2), (3), (4), (12), (13), (14), (23), and (29) of
Section 7.02(b) will be permitted to include additional Indebtedness, Disqualified Stock or Preferred Stock incurred to
pay (I) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued
and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased and (II)
the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing
such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including
original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred
Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness,
Preferred Stock or Disqualified Stock.


 


For purposes of determining
compliance with any Dollar denominated restriction on the incurrence of Indebtedness or issuance of Disqualified Stock or Preferred
Stock, the Dollar equivalent principal amount of Indebtedness or liquidation preference of Disqualified Stock or amount of Preferred
Stock denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such
Indebtedness, Disqualified Stock or Preferred Stock was incurred or issued (or, in the case of revolving credit debt, the date
such Indebtedness was first committed or first incurred (whichever yields the lower Dollar equivalent));



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provided that if such Indebtedness,
Disqualified Stock or Preferred Stock is issued to Refinance other Indebtedness, Disqualified Stock or Preferred Stock denominated
in a foreign 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 will be deemed
not to have been exceeded so long as the principal amount of such refinancing Indebtedness, Disqualified Stock or Preferred Stock
does not exceed (i) the principal amount of such Indebtedness, the liquidation preference of such Disqualified Stock or the amount
of such Preferred Stock (as applicable) being refinanced, extended, replaced, refunded, renewed or defeased, plus (ii) any
accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid
dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (iii) the
amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing
such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including
original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred
Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness,
Preferred Stock or Disqualified Stock.


 


The principal amount
of any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to refinance other Indebtedness, Disqualified Stock
or Preferred Stock, if incurred or issued in a different currency from the Indebtedness, Disqualified Stock or Preferred Stock,
as applicable, being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which such
respective Indebtedness or Disqualified Stock or Preferred Stock is denominated that is in effect on the date of such refinancing.
The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date
will be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance
with GAAP.


 


For purposes of determining
compliance with this Section 7.02, if any Indebtedness is incurred, or Disqualified Stock or Preferred Stock is issued,
in reliance on a Basket measured by reference to a percentage of Consolidated EBITDA, and any refinancing thereof would cause the
percentage of Consolidated EBITDA to be exceeded if calculated based on the Consolidated EBITDA on the date of such refinancing,
such percentage of Consolidated EBITDA will not be deemed to be exceeded to the extent the principal amount of such newly incurred
Indebtedness, the liquidation preference of such newly issued Disqualified Stock or the amount of such newly issued Preferred Stock
does not exceed the sum of (i) the principal amount of such Indebtedness, the liquidation preference of such Disqualified Stock
or the amount of such Preferred Stock being refinanced, extended, replaced, refunded, renewed or defeased, plus (ii) any
accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid
dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (iii) the
amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing
such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including
original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred
Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness,
Preferred Stock or Disqualified Stock.


 


SECTION
7.03          Fundamental Changes.
The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, consolidate, amalgamate or merge with or into
or wind up into another Person, or liquidate or dissolve or dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (other than as part
of the Transactions), except that:


 


(1)     the
Borrower may merge or consolidate with any Parent Company or any Restricted Subsidiary (including a merger, the purpose of which
is to reorganize the Borrower into a new jurisdiction); provided that:


 


(a)     the
Borrower shall be the continuing or surviving Person;


 


(b)     such
merger or consolidation does not result in the Borrower ceasing to be organized under the Laws of the United States, any state
thereof or the District of Columbia; and



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(c)     in the
case of a merger or consolidation of the Borrower with and into any Parent Company;


 


(i)     such Parent Company
shall not be an obligor in respect of any Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement;


 


(ii)     such Parent Company
shall have no direct Subsidiaries at the time of such merger or consolidation other than the Borrower; and


 


(iii)     no Event of Default
exists at such time or after giving effect to such transaction;


 


(2)     (a)
any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is
not a Loan Party;


 


(b)     any
Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary that is a Loan Party; provided
that a Loan Party shall be the continuing or surviving Person;


 


(c)     any
merger the sole purpose of which is to reincorporate or reorganize a Loan Party or Restricted Subsidiary in another jurisdiction
in the United States will be permitted; and


 


(d)     any
Restricted Subsidiary may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action
is in the best interests of the Borrower and the Restricted Subsidiaries and is not materially disadvantageous to the Lenders;
provided that the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary that is a Guarantor
shall be a Loan Party or such disposition shall otherwise be permitted under Section 7.05 or the definition of “Permitted
Investments”;


 


(3)     any
Restricted Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower
or another Restricted Subsidiary; provided that if the Restricted Subsidiary disposing of such assets is a Guarantor, then
such assets shall be disposed of to a Loan Party or such disposition shall otherwise be permitted under Sections 7.04 or  7.05
or the definition of “Permitted Investments”;


 


(4)     so
long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may merge or consolidate with
(or dispose of all or substantially all of its assets to) any other Person; provided that (a) the Borrower shall be the
continuing or surviving corporation or (b) if the Person formed by or surviving any such merger or consolidation is not the Borrower
(or, in connection with a disposition of all or substantially all of the Borrower’s assets, is the transferee of such assets)
(any such Person, a “Successor Borrower”):


 


(i)     the Successor Borrower
will:


 


(A)     be
an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia;


 


(B)     expressly
assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant
to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and the Borrower; and


 


(C)     deliver
to the Administrative Agent (I) an Officer’s Certificate stating that such merger or consolidation or other transaction and
such supplement to this Agreement or any Loan Document (as applicable) comply with this Agreement and (II)



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an Opinion of Counsel including
customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative
Agent;


 


(ii)     substantially contemporaneously
with such transaction (or at a later date as agreed by the Administrative Agent);


 


(A)     each
Guarantor, unless it is the other party to such merger or consolidation, will by a supplement to the Guaranty (or in another form
reasonably satisfactory to the Administrative Agent and the Borrower) reaffirm its Guaranty of the Obligations (including the Successor
Borrower’s obligations under this Agreement);


 


(B)     each
Loan Party, unless it is the other party to such merger or consolidation, will, by a supplement to the Security Agreement (or in
another form reasonably satisfactory to the Administrative Agent), confirm its grant or pledge thereunder; and


 


(C)     if
reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such
merger or consolidation, will, by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory
to the Collateral Agent and the Borrower), confirm that its obligations thereunder shall apply to the Successor Borrower’s
obligations under this Agreement;


 


(iii)     to
the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received at least two (2) Business
Days prior to the consummation of such transaction all documentation and other information in respect of the Successor Borrower
required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT
Act; and


 


(iv) after
giving pro forma effect to such incurrence, the Borrower would be in compliance with the Total Net Leverage Ratio test set
forth in clause (A) of the definition of Permitted Ratio Debt;


 


provided, further,
that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this
Agreement;


 


(5)     [reserved];


 


(6)     any
Restricted Subsidiary may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person
in order to effect a Permitted Investment or other investment permitted pursuant to Section 7.05; provided that,
solely in the case of a merger or consolidation involving a Loan Party, no Event of Default exists or would result therefrom; provided,
further, that the continuing or surviving Person will be (a) the Borrower or (b) a Restricted Subsidiary, in each case, which
together with each of its Restricted Subsidiaries, will have complied with the applicable requirements of Section 6.11;


 


(7)     a
merger, dissolution, liquidation, consolidation or disposition, the purpose of which is to effect a disposition permitted pursuant
to Section 7.04 or a disposition that does not constitute any Asset Sale (other than a transaction described in clause
(b) of the definition of Asset Sale); and


 


(8)     the
Borrower and any Restricted Subsidiary may (a) convert into a corporation, partnership, limited partnership, limited liability
company or trust organized or existing under the laws of the jurisdiction of organization of the Borrower or the laws of a jurisdiction
in the United States so long as such conversion is undertaken in good faith and would not reasonably be expected to have a Material
Adverse Effect, and (b) change its name.



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SECTION
7.04          Asset Sales.
The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, consummate any Asset Sale unless:


 


(1)     the
Borrower or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any
other Person assuming responsibility for, any liabilities, contingent or otherwise in connection with such Asset Sale) at least
equal to the fair market value (measured at the time of the incurrence of the Contractual Obligation relating to such Asset Sale)
of the assets sold or otherwise disposed of; and


 


(2)     except
in the case of a Permitted Asset Swap, with respect to any Asset Sale pursuant to this Section 7.04 for a purchase price
in excess of $5,000,000, at least 75.0% of the consideration for such Asset Sale, together with all other Asset Sales since the
Closing Date (on a cumulative basis), received by the Borrower or a Restricted Subsidiary, as the case may be, is in the form of
cash or Cash Equivalents; provided that each of the following will be deemed to be cash or Cash Equivalents for purposes
of this clause (2):


 


(a)     any
liabilities (as shown on the Borrower’s or any Restricted Subsidiary’s most recent 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 or a Restricted Subsidiary’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
or any Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Obligations,
that are (i) assumed by the transferee of any such assets (or a third party in connection with such transfer) or (ii) otherwise
cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower
or a Restricted Subsidiary);


 


(b)     any
securities, notes or other obligations or assets received by the Borrower or any Restricted Subsidiary from such transferee or
in connection with such Asset Sale (including earnouts and similar obligations) that are converted by the Borrower or a 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) within 180 days following the closing of such Asset Sale;


 


(c)     any
Designated Non-Cash Consideration received by the Borrower or any 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 (c)
that is at that time outstanding, not to exceed the greater of (i) $15,000,000 and (ii) 10% of Consolidated EBITDA of the Borrower
and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis), with the fair
market value of each item of Designated Non-Cash Consideration being measured, at the Borrower’s option, either at the time
of the incurrence of the Contractual Obligation relating to such Asset Sale or at the time received and, in either case, without
giving effect to any subsequent change(s) in value;


 


(d)     Indebtedness
of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Asset Sale (other than intercompany
debt owed to the Borrower or a Restricted Subsidiary), to the extent that the Borrower and each other Restricted Subsidiary are
released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale; or


 


(e)     any
Investment, Capital Stock, assets, property or capital or other expenditure of the kind referred to in Section 2.05(2)(b)(ii).


 


To the extent any Collateral
is disposed of as expressly permitted by this Section 7.04 to any Person other than a Loan Party, such Collateral shall
automatically be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent,
upon the certification by the Borrower that such



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disposition is permitted by this Agreement,
the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect
the foregoing.


 


SECTION
7.05          Restricted Payments.


 


(a)     The Borrower shall
not, nor shall the Borrower permit any Restricted Subsidiary to, directly or indirectly:


 


(A)     declare
or pay any dividend or make any payment or distribution on account of the Borrower’s or any Restricted Subsidiary’s
Equity Interests (in each case, solely in such Person’s capacity as holder of such Equity Interests), including any dividend
or distribution payable in connection with any merger, amalgamation or consolidation, other than:


 


(i)     dividends, payments
or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Borrower or a Parent Company or in options,
warrants or other rights to purchase such Equity Interests; or


 


(ii)     dividends, payments
or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment 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, payment or distribution in accordance with
its Equity Interests in such class or series of securities or such other amount to which it is entitled pursuant to the terms of
such Equity Interest;


 


(B)     purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of the Borrower or any Parent Company, including
in connection with any merger, amalgamation or consolidation, in each case held by Persons other than the Borrower or a Restricted
Subsidiary;


 


(C)     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 final maturity any junior lien secured Indebtedness or Subordinated Indebtedness of the Borrower
or any Restricted Subsidiary (collectively, “Junior Financing”), other than:


 


(i)     Indebtedness permitted
under clauses (7), (8) and (9) of Section 7.02(b); or


 


(ii)     the payment, redemption,
repurchase, defeasance, acquisition or retirement for value of Junior Financing 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 such payment, redemption,
repurchase, defeasance, acquisition or retirement; or


 


(D)     make
any Restricted Investment;


 


(all such payments and other actions set
forth in clauses (A) through (D) above being collectively referred to as “Restricted Payments”),
unless, at the time of and immediately after giving effect to such Restricted Payment:


 


(1)     in
the case of a Restricted Payment described in clauses (A), (B), (C) and (D) above, no Event of Default
will have occurred and be continuing or would occur as a consequence thereof;


 


(2)     in
the case of a Restricted Payment described in clauses (A), (B) and (C) above, the Total Net Leverage Ratio
for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, shall
not exceed 3.00 to 1.00; and


 


(3)     such
Restricted Payment, together with the aggregate amount of all other Restricted Payments (including the fair market value of any
non-cash amount) made by the Borrower and the



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Restricted Subsidiaries after
the Closing Date (excluding Restricted Payments permitted by Section 7.05(b) (other than clause (1) thereof)), is
less than the sum of (without duplication):


 


(a)     the
Retained Excess Cash Flow Amount; plus


 


(b)     100.0%
of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Borrower
and the Restricted Subsidiaries since the Closing Date from the issue or sale of:


 


(i)     (A) Equity Interests
of the Borrower, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of
marketable securities or other property received from the sale of:


 


(I)     Equity Interests to
any future, present or former employees, directors, officers, members of management, consultants or independent contractors (or
their respective Controlled Investment Affiliates, Immediate Family Members or any permitted transferees thereof) of the Borrower,
its Subsidiaries or any Parent Company after the Closing Date to the extent such amounts have been applied to Restricted Payments
made in accordance with Section 7.05(b)(4); and


 


(II)     Designated Preferred
Stock; and


 


(B)     Equity
Interests of Parent Companies, to the extent the proceeds of any such issuance or consideration for any such sale are contributed
to 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 Section 7.05(b)(4)); or


 


(ii)     Indebtedness of the
Borrower or any Restricted Subsidiary, that has been converted into or exchanged for Equity Interests of the Borrower or any Parent
Company;


 


provided that this clause
(b) will not include the proceeds from (v) any Cure Amount, (w) Refunding Capital Stock (as defined below) applied in accordance
with Section 7.05(b)(2) below, (x) Equity Interests or convertible debt securities of the Borrower sold to a Restricted
Subsidiary, (y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (z) Excluded Contributions;
plus


 


(c)     100.0%
of the aggregate amount of cash, Cash Equivalents and the fair market value of marketable securities or other property contributed
to the capital of the Borrower following the Closing Date (including the fair market value (but not to exceed the purchase price
thereof) of any Indebtedness contributed to the Borrower or its Subsidiaries for cancellation) or that becomes part of the capital
of the Borrower through consolidation, amalgamation or merger following the Closing Date, in each case not involving cash consideration
payable by the Borrower (other than (x) net cash proceeds of any Cure Amount, (y) cash, Cash Equivalents and marketable securities
or other property that are contributed by a Restricted Subsidiary or (z) Excluded Contributions); plus


 


(d)     100.0%
of the aggregate amount received in cash and the fair market value of marketable securities or other property received by the Borrower
or a Restricted Subsidiary by means of:


 


(i)     the sale or other
disposition (other than to the Borrower or a Restricted Subsidiary) of, or other returns on investments from, Restricted Investments
made by the



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Borrower or its Restricted Subsidiaries
(including cash distributions and cash interest received in respect of Restricted Investments) and repurchases and redemptions
of such Restricted Investments from the Borrower or its Restricted Subsidiaries (other than by the Borrower or a Restricted Subsidiary)
and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by the Borrower or
its Restricted Subsidiaries, in each case after the Closing Date (excluding any Excluded Contributions made pursuant to clause
(2) of the definition thereof);


 


(ii)     the sale (other than
to the Borrower or a Restricted Subsidiary) of Equity Interests of an Unrestricted Subsidiary or a distribution from an Unrestricted
Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment,
but including such cash or fair market value to the extent exceeding the amount of such Permitted Investment) or a dividend from
an Unrestricted Subsidiary after the Closing Date (excluding any Excluded Contributions made pursuant to clause (2) of the
definition thereof); or


 


(iii)      any returns, profits,
distributions and similar amounts received on account of any Permitted Investment subject to a dollar-denominated or ratio based
basket (to the extent in excess of the original amount of the Investment); plus


 


(e)     in the
case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation
of an Unrestricted Subsidiary into the Borrower or a Restricted Subsidiary or the transfer of all or substantially all of the assets
of an Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary after the Closing Date, the fair market value of the Investment
in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as
a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, other than to the extent
the Investment in such Unrestricted Subsidiary constituted a Permitted Investment, but, to the extent exceeding the amount of such
Permitted Investment, including such excess amounts of cash or fair market value; plus


 


(f)     100%
of the aggregate amount of any Excluded Proceeds (except to the extent utilized to repurchase, redeem, defease, acquire, or retire
for value any Junior Financing pursuant to clause (b)(13) below); plus


 


(g)     the
greater of (i) $25,000,000 and (ii) 17.5% of the Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most
recently ended Test Period (calculated on a pro forma basis).


 


(b)     The provisions
of Section 7.05(a) will not prohibit:


 


(1)     the
payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of
declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration
or notice, the dividend or other distribution or redemption payment would have complied with the provisions of this Section 7.05;


 


(2)     (a)
the redemption, repurchase, defeasance, discharge, retirement or other acquisition of (i) any Equity Interests of the Borrower,
any Restricted Subsidiary or any Parent Company, including any accrued and unpaid dividends thereon (”Treasury Capital
Stock”) or (ii) Junior Financing, in each case, made (x) in exchange for, or out of the proceeds of, a sale or issuance
(other than to a Restricted Subsidiary) of Equity Interests of the Borrower or any Parent Company (in the case of proceeds, to
the extent any such proceeds therefrom are received by or contributed to the Borrower) (in each case, other than Disqualified Stock)
(“Refunding Capital Stock”) and (y) within 120 days of such sale or issuance,



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(b)     the
declaration and payment of dividends on Treasury Capital Stock out of the proceeds of a sale or issuance (other than to a Restricted
Subsidiary of the Borrower or to an employee stock ownership plan or any trust established by the Borrower or any Restricted Subsidiary)
of Refunding Capital Stock made within 120 days of such sale or issuance, and


 


(c)     if,
immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon by the Borrower
was permitted under clause (6)(a) or (b) of this Section 7.05(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 Parent Company) in an aggregate amount per annum no greater than the aggregate
amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such
retirement;


 


(3)     the
principal payment on, defeasance, redemption, repurchase, exchange or other acquisition or retirement of:


 


(a)     Subordinated
Indebtedness of the Borrower or a Guarantor made (i) by exchange for, or out of the proceeds of the sale, issuance or incurrence
of, new Subordinated Indebtedness of the Borrower or a Guarantor or Disqualified Stock of the Borrower or a Guarantor and (ii)
within 120 days of such sale, issuance or incurrence;


 


(b)     Disqualified
Stock of the Borrower or a Guarantor made by exchange for, or out of the proceeds of the sale, issuance or incurrence of Disqualified
Stock or Subordinated Indebtedness of the Borrower or a Guarantor, made within 120 days of such sale, issuance or incurrence;


 


(c)     Disqualified
Stock of a Restricted Subsidiary that is not a Guarantor made by exchange for, or out of the proceeds of the sale or issuance of,
Disqualified Stock of a Restricted Subsidiary that is not a Guarantor, made within 120 days of such sale or issuance, that, in
each case, is Refinancing Indebtedness incurred or issued, as applicable, in compliance with Section 7.02;


 


(d)     Junior
Financing of a Loan Party made (i) with the proceeds of, or by exchange for, any other Indebtedness or Disqualified Stock permitted
pursuant to Section 7.02 and (ii) within 120 days of such sale, issuance or incurrence; and


 


(e)     any
Junior Financing or Disqualified Stock that constitutes Acquired Indebtedness;


 


(4)     a
Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other
than Disqualified Stock) (including related stock appreciation rights or similar securities) of the Borrower or any Parent Company
held by any future, present or former employee, director, officer, member of management, consultant or independent contractor (or
their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Borrower,
any of its Subsidiaries or any Parent Company pursuant to any management equity plan or stock option plan or any other management
or employee benefit plan or agreement, or any equity subscription or equity holder agreement (including, for the avoidance of doubt,
any principal and interest payable on any notes issued by the Borrower or any Parent Company in connection with any such repurchase,
retirement or other acquisition), including any Equity Interests rolled over by management of the Borrower, any of its Subsidiaries
or any Parent Company in connection with the Transactions; provided that the aggregate amount of Restricted Payments made
under this clause (4) does not exceed $15,000,000 in any fiscal year (increasing to $25,000,000 following the Company IPO)
with unused amounts in any calendar year being carried over to the next two succeeding calendar years; provided, further,
that each of the amounts in any calendar year under this clause (4) may be increased by an amount not to exceed:



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(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 Parent Company, in each case to any future, present
or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled
Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Borrower, any of its Subsidiaries
or any Parent Company 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 (3) of Section 7.05(a);
plus


 


(b)     the
amount of any cash bonuses otherwise payable to members of management, employees, directors, consultants or independent contractors
(or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the
Borrower, any of its Subsidiaries or any Parent Company that are foregone in exchange for the receipt of Equity Interests of the
Borrower or any Parent Company pursuant to any compensation arrangement, including any deferred compensation plan; plus


 


(c)     the
cash proceeds of life insurance policies received by the Borrower or its Restricted Subsidiaries (or by any Parent Company to the
extent contributed to the Borrower) after the Closing Date; minus


 


(d)     the
amount of any Restricted Payments previously made with the cash proceeds described in clauses (a), (b) and (c)
of this clause (4);


 


provided that the Borrower
may elect to apply all or any portion of the aggregate increase contemplated by clauses (a), (b) and (c) above
in any calendar year; provided, further, that cancellation of Indebtedness owing to the Borrower or any Restricted
Subsidiary from any future, present or former employees, directors, officers, members of management, consultants or independent
contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof)
of the Borrower, any Parent Company or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Borrower
or any Parent Company will not be deemed to constitute a Restricted Payment for purposes of this Section 7.05 or any
other provision of this Agreement;


 


(5)     so
long as no Event of Default has occurred and is continuing or would result therefrom, the declaration and payment of a dividend
or distribution 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 issued in accordance with Section 7.02; provided, that after giving
pro forma effect to such dividend or distribution, the First Lien Net Leverage Ratio for the Test Period most recently ended
calculated on a pro forma basis after giving effect to any such dividend or distribution, does not exceed 1.75 to 1.00;


 


(6)     (a)
the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock issued
by the Borrower or any Restricted Subsidiary after the Closing Date in accordance with this Agreement;


 


(b)     the
declaration and payment of dividends or distributions to any Parent Company, the proceeds of which will be used to fund the payment
of dividends or distributions to holders of any class or series of Designated Preferred Stock issued by such Parent Company after
the Closing Date; provided that the amount of dividends and distributions paid pursuant to this clause (b) will 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 that is Preferred Stock in excess of the dividends declarable and
payable thereon pursuant to clause (2) of this Section 7.05(b);



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provided that in the case
of each of clauses (a), (b) and (c) of this clause (6), (x) no Event of Default shall have occurred and be continuing or would
result therefrom and (y) for the most recently ended Test Period preceding the date of the declaration of such Restricted Payment,
after giving effect to such declaration on a pro forma basis, the First Lien Net Leverage Ratio for the Test Period most
recently ended does not exceed 1.75 to 1.00;


 


(7)     (a)
payments made or expected to be made by the Borrower or any Restricted Subsidiary in respect of withholding or similar taxes payable
by any future, present or former employee, director, officer, member of management, consultant or independent contractor (or their
respective Controlled Investment Affiliates or Immediate Family Members or permitted transferees) of the Borrower, any Restricted
Subsidiary or any Parent Company;


 


(b)     any
repurchases or withholdings of Equity Interests in connection with the exercise of stock options, warrants or similar rights if
such Equity Interests represent a portion of the exercise price of, or withholding obligations with respect to, such options, warrants
or similar rights or required withholding or similar taxes; and


 


(c)     loans
or advances to officers, directors, employees, managers, consultants and independent contractors of the Borrower, any Restricted
Subsidiary or any Parent Company in connection with such Person’s purchase of Equity Interests of the Borrower or any Parent
Company; provided that no cash is actually advanced pursuant to this clause (c) other than to pay taxes due in connection
with such purchase, unless immediately repaid;


 


(8)     the
declaration and payment of dividends on the Borrower’s common equity (or the payment of dividends to any Parent Company to
fund a payment of dividends on such company’s common equity), following the Company IPO, in an aggregate amount per annum
not to exceed 6.0% of Market Capitalization;


 


(9)     Restricted
Payments in an amount that does not exceed the aggregate amount of Excluded Contributions;


 


(10)     so
long as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, Restricted
Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (10)
not to exceed $15,000,000; provided that if this clause (10) is utilized to make a Restricted Investment, the amount
deemed to be utilized under this clause (10) will be the amount of such Restricted Investment at any time outstanding (with
the fair market value of such Investment being measured at the time made and without giving effect to subsequent changes in value,
but subject to adjustment as set forth in the definition of “Investment”);


 


(11)     distributions
or payments of Securitization Fees;


 


(12)     any
Restricted Payment made in connection with the Transactions (including the Specified Distribution) and the fees and expenses related
thereto or owed to any Affiliate(s);


 


(13)     so
long as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, the repurchase,
redemption, defeasance, acquisition or retirement for value of any Junior Financing from Excluded Proceeds (except to the extent
utilized to make Restricted Payments pursuant to clause (f) of Section 7.05(a));


 


(14)     the
declaration and payment of dividends or distributions by the Borrower or any Restricted Subsidiary to, or the making of loans or
advances to, the Borrower or any Parent Company in amounts required for the Borrower, any Parent Company or any direct or indirect
stockholder of Borrower to pay the following, in each case without duplication:



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(a)     franchise,
excise and similar taxes, and other fees and expenses, required to maintain their corporate or other legal existence;


 


(b)     Permitted
Tax Distributions;


 


(c)     salary,
bonus, severance and other benefits payable to, and indemnities provided on behalf of, employees, directors, officers, members
of management, consultants and independent contractors of any Parent Company, and any payroll, social security or similar taxes
thereof;


 


(d)     so long
as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, general corporate
or other operating, administrative, compliance and overhead costs and expenses (including expenses relating to auditing and other
accounting matters) of any Parent Company;


 


(e)     so long
as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, fees and expenses
(including ongoing compliance costs and listing expenses) related to any equity or debt offering of a Parent Company (whether or
not consummated);


 


(f)     so long
as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, to the extent
constituting Restricted Payments amounts that would be permitted to be paid directly by the Borrower or its Restricted Subsidiaries
under clause (3)(b), (3)(c), (3)(d), (3)(e), (4), (8), (13), (19) and/or (20)(a) of Section 7.07(b);


 


(g)     so long
as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, interest or principal
on Indebtedness the proceeds of which have been contributed to the Borrower or any Restricted Subsidiary or that has been guaranteed
by, or is otherwise considered Indebtedness of, the Borrower or any Restricted Subsidiary incurred in accordance with Section 7.02;


 


(h)     so long
as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, to finance Investments
or other acquisitions or investments otherwise permitted to be made pursuant to this Section 7.05 if made by the Borrower;
provided that:


 


(i)     such Restricted Payment
must be made within 120 days of the closing of such Investment, acquisition or investment;


 


(ii)     such Parent Company
must, promptly following the closing thereof, cause (A) all property acquired (whether assets or Equity Interests) to be contributed
to the capital of the Borrower or a Restricted Subsidiary or (B) the merger, amalgamation, consolidation or sale of the Person
formed or acquired into the Borrower or a Restricted Subsidiary (to the extent not prohibited by Section 7.03) in order
to consummate such Investment, acquisition or investment;


 


(iii)     such Parent Company
and its Affiliates (other than the Borrower or any Restricted Subsidiary) receives no consideration or other payment in connection
with such transaction except to the extent the Borrower or a Restricted Subsidiary could have given such consideration or made
such payment in compliance with this Agreement;


 


(iv)     any property received
by the Borrower may not increase amounts available for Restricted Payments pursuant to clause (3) of Section 7.05(a);
and


 


(v)     to the extent constituting
an Investment, such Investment will be deemed to be made by the Borrower or such Restricted Subsidiary pursuant to another



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provision of this Section
7.05 (other than pursuant to clause (9) of this Section 7.05(b)) or pursuant to the definition of “Permitted
Investments” (other than clause (9) thereof);


 


(15)     so
long as no Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing or would result therefrom, the distribution,
by dividend or otherwise, or other transfer or disposition of shares of Capital Stock of, Equity Interests in, or Indebtedness
owed to the Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, substantially
all the assets of which are cash and Cash Equivalents);


 


(16)     cash
payments, or loans, advances, dividends or distributions to any Parent Company to make payments, in lieu of issuing fractional
shares in connection with share dividends, share splits, reverse share splits, mergers, consolidations, amalgamations or other
business combinations and in connection with the exercise of warrants, options or other securities convertible into or exchangeable
for Equity Interests of the Borrower, any Restricted Subsidiary or any Parent Company;


 


(17)     (a)
so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Payments described in clauses
(A) and (B) of the definition thereof contained in Section 7.05(a); provided that after giving pro
forma effect thereto and the application of the net proceeds therefrom, the First Lien Net Leverage Ratio for the Test Period
immediately preceding such Restricted Payment would be no greater than 1.50 to 1.00; (b) so long as no Event of Default has occurred
and is continuing or would result therefrom Restricted Payments described in clause (C) of the definition thereof contained
in Section 7.05(a); provided that after giving pro forma effect thereto and the application of the net proceeds
therefrom, the First Lien Net Leverage Ratio for the Test Period immediately preceding such Restricted Payment would be no greater
than 1.75 to 1.00; and (c) Restricted Payments described in clause (D) of the definition thereof contained in Section
7.05(a); provided that after giving pro forma effect thereto and the application of the net proceeds therefrom,
the First Lien Net Leverage Ratio for the Test Period immediately preceding such Restricted Payment would be no greater than 2.00
to 1.00;


 


(18)     payments
made for the benefit of the Borrower or any Restricted Subsidiary to the extent such payments could have been made by the Borrower
or any Restricted Subsidiary because such payments (a) would not otherwise be Restricted Payments and (b) would be permitted by
Section 7.07;


 


(19)     payments
and distributions to dissenting stockholders of Restricted Subsidiaries pursuant to applicable law, pursuant to or in connection
with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of any Restricted Subsidiary that
complies with the terms of this Agreement or any other transaction that complies with the terms of this Agreement;


 


(20)     the
payment of dividends, other distributions and other amounts by the Borrower to, or the making of loans to, any Parent Company in
the amount required for such Parent Company to, if applicable, pay amounts equal to amounts required for any Parent Company, if
applicable, to pay interest or principal on Indebtedness, the proceeds of which have been permanently contributed in cash to the
capital of or received by the Borrower and that has been guaranteed by, or is otherwise considered Indebtedness of, the Borrower
or any Restricted Subsidiary incurred in accordance with this Agreement; provided that the aggregate amount of such dividends,
distributions, loans and other amounts shall not exceed the amount of cash actually contributed to the capital of or received by
the Borrower for the incurrence of such Indebtedness;


 


(21)     the
making of cash payments in connection with any conversion of Convertible Indebtedness of the Borrower or any Restricted Subsidiary
in an aggregate amount since the date of this Agreement not to exceed the sum of (a) the principal amount of such Convertible Indebtedness
plus (b) any payments received by the Borrower or any Restricted Subsidiary pursuant to the exercise, settlement or termination
of any related Permitted Bond Hedge Transactions;


 


(22)     any
payments in connection with (a) a Permitted Bond Hedge Transaction and (b) the settlement of any related Permitted Warrant Transaction
(i) by delivery of shares of the Borrower’s common equity upon settlement thereof or (ii) by (A) set-off against the related
Permitted Bond Hedge



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Transaction or (B) payment of
an early termination amount thereof in common equity upon any early termination thereof;


 


(23)     the
refinancing of any Junior Financing with the Net Proceeds of, or in exchange for, any Refinancing Indebtedness;


 


(24)     from
time to time on or after consummation of the Company IPO and so long as (x) no Event of Default has occurred and is continuing
or would result therefrom and (y) the Total Net Leverage Ratio calculated on a pro forma basis after giving effect to any such
distribution would not exceed 3.25 to 1.00, distributions to the Public Parent at the times and in the amounts necessary to enable
such Public Parent to make accelerated lump sum payments due under the Tax Receivable Agreement by reason of an early termination
of the Tax Receivable Agreement; provided that no distributions shall be permitted under this Section 7.05(b)(24) to the extent
the payment obligation under the Tax Receivable Agreement is attributable in whole or in part to (i) a breach of a material obligation
under the Tax Receivable Agreement that triggers an acceleration under the Tax Receivable Agreement, (ii) a change in the equity
ownership of the Public Parent that triggers an acceleration under the Tax Receivable Agreement or (iii) an early termination of
the Tax Receivable Agreement in anticipation of either a breach of a material obligation under the Tax Receivable Agreement or
a change in the equity ownership of the Public Parent, in each case, that would trigger an acceleration under the Tax Receivable
Agreement; and


 


(25)     so
long as (a) no Event of Default has occurred and is continuing as of the date of execution of definitive agreements for the sale
of additional Class C Units by the Borrower or would result therefrom, and (b) the Total Net Leverage Ratio for the Test Period
most recently ended calculated on a pro forma basis after giving effect to any Restricted Payment pursuant to this clause
(25) does not exceed 3.00 to 1.00, Restricted Payments in an aggregate amount not to exceed the net cash proceeds of all such sales
(to Persons other than to a Subsidiary of the Borrower or any management equity plan or stock option plan or any other management
or employee benefit plan or agreement of the Borrower or any of its Subsidiaries) of additional Class C Units to the extent (i)
such sales are consummated after the Closing Date and on or prior to the earlier of (x) consummation of the Company IPO and (y)
the date that is twelve months following the Closing Date and (ii) the relevant Restricted Payment is made within 90 days after
the consummation of the relevant sale of additional Class C Units.


 


For purposes of clauses
(7) and (14) above, taxes will include all interest and penalties with respect thereto and all additions thereto.


 


(c)     For purposes of
determining compliance with this Section 7.05, in the event that any Restricted Payment or Investment (or any portion thereof)
meets the criteria of more than one of the categories of Restricted Payments described in Section 7.05(a), clauses (1)
through (23) of Section 7.05(b) or one or more of the clauses contained in the definition of “Permitted Investments”,
the Borrower will be entitled to divide or classify (or later divide, classify or reclassify), in whole or in part, in its sole
discretion, such Restricted Payment or Investment (or any portion thereof) among Section 7.05(a), such clauses (1)
through (23) of Section 7.05(b) or one or more clauses contained in the definition of “Permitted Investments”,
in any manner.


 


The amount of all Restricted
Payments (other than cash) will be the fair market value on the date the Restricted Payment is made, or at the Borrower’s
election, the date a commitment is made to make such Restricted Payment, of the assets or securities proposed to be transferred
or issued by the Borrower or any Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.


 


SECTION
7.06          Change in Nature of
Business. The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to,
engage in any material line of business substantially different from (x) those lines of business conducted by the Borrower and
the Restricted Subsidiaries on the Closing Date or any business(es) or (y) any other activities that are reasonably similar, ancillary,
incidental, complementary or related to, or a reasonable extension, development or expansion of, the business conducted or proposed
to be conducted by the Borrower and the Restricted Subsidiaries on the Closing Date.



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SECTION
7.07          Transactions with
Affiliates. 


 


(a)     The Borrower shall
not, nor shall the Borrower permit any Restricted Subsidiary to, make any payment to, or sell, lease, license, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Borrower (each
of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5,000,000,
unless (A) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Borrower or
the relevant Restricted Subsidiary than those that would have been obtained at such time in a comparable transaction by the Borrower
or such Restricted Subsidiary with a Person other than an Affiliate of the Borrower on an arm’s-length basis or, if in the
good faith judgment of the Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction,
such Affiliate Transaction is otherwise fair to the Borrower or such Restricted Subsidiary from a financial point of view and (B)
the Borrower delivers to the Administrative Agent with respect to any Affiliate Transaction or series of related Affiliate Transactions
requiring aggregate payments or consideration in excess of, (x) at any time prior to the Company IPO, $25,000,000 and (y) thereafter,
$75,000,000, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth
in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (A) above.


 


(b)     The foregoing
restriction will not apply to the following:


 


(1)     (a)
transactions between or among the Borrower and one or more Restricted Subsidiaries or between or among Restricted Subsidiaries
or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (b) any merger, consolidation
or amalgamation of the Borrower and any Parent Company; provided that such merger, consolidation or amalgamation of the
Borrower is otherwise in compliance with the terms of this Agreement and effected for a bona fide business purpose;


 


(2)     (a)
Restricted Payments permitted by Section 7.05 (including any transaction specifically excluded from the definition
of the term “Restricted Payments”, including pursuant to the exceptions contained in the definition thereof and the
parenthetical exclusions of such definition), (b) any Permitted Investment(s) or any acquisition otherwise permitted hereunder
and (c) Indebtedness permitted by Section 7.02;


 


(3)     (a)
     payments pursuant to the Tax Receivable Agreement permitted by Section 7.05;


 


(b)      the
payment of indemnification and similar amounts to, and reimbursement of expenses to, the Existing Stockholders and their officers,
directors, employees and Affiliates, in each case, approved by, or pursuant to arrangements approved by, the Board of Directors;


 


(c)      payments,
loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, present or former employees, officers,
directors, managers, consultants or independent contractors or guarantees in respect thereof for bona fide business purposes
consistent with industry practice or in the ordinary course of business;


 


(d)      any
subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar
rights with current, former or future officers, directors, employees, managers, consultants and independent contractors of the
Borrower, any Subsidiary or any Parent Company; and


 


(e)      any
payment of compensation or other employee compensation, benefit plan or arrangement, any health, disability or similar insurance
plan which covers current, former or future officers, directors, employees, managers, consultants and independent contractors of
the Borrower, any Subsidiary or any Parent Company;



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(4)     the
payment of fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided
to, or on behalf of or for the benefit of, present, future or former employees, directors, officers, members of management, consultants
or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees
thereof) of the Borrower, any Parent Company or any Restricted Subsidiary;


 


(5)     transactions
in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an Independent
Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of
view or stating that the terms, when taken as a whole, are not materially less favorable to the Borrower or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with
a Person that is not an Affiliate of the Borrower on an arm’s-length basis;


 


(6)     the
existence of, or the performance by the Borrower or any Restricted Subsidiary of its obligations under the terms of, any agreement
as in effect as of the Closing Date, or any amendment thereto or replacement thereof (so long as any such amendment or replacement
is not materially disadvantageous in the good faith judgment of the Board of Directors to the Lenders, when taken as a whole, as
compared to the applicable agreement as in effect on the Closing Date);


 


(7)     the
existence of, or the performance by the Borrower or any Restricted Subsidiary of its obligations under the terms of, any equity
holders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which
it is a party as of the Closing Date and any amendment thereto and, similar agreements or arrangements that it may enter into thereafter;
provided that the existence of, or the performance by the Borrower or any Restricted Subsidiary of obligations under any
future amendment to any such existing agreement or arrangement or under any similar agreement or arrangement entered into after
the Closing Date will only be permitted by this clause (7) to the extent that the terms of any such amendment or new
agreement or arrangement are not otherwise materially disadvantageous in the good faith judgment of the Board of Directors to the
Lenders, when taken as a whole, as compared to the original agreement or arrangement in effect on the Closing Date;


 


(8)     the
Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses;


 


(9)     transactions
with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, or transactions
otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business or consistent
with industry practice and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted
Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms
at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;


 


(10)     the
issuance, sale or transfer of Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Company to any Person
and the granting and performing of customary rights (including registration rights) in connection therewith, and any contribution
to the capital of the Borrower;


 


(11)     sales
of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified
Securitization Facility and any other transaction effected in connection with a Qualified Securitization Facility or a financing
related thereto;


 


(12)     payments
by the Borrower or any Restricted Subsidiary made for any financial advisory, consulting, financing, underwriting or placement
services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which
payments are approved by, or made pursuant to arrangements approved by, a majority of the Board of Directors in good faith;



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(13)     payments
with respect to Indebtedness, Disqualified Stock and other Equity Interests (and cancellation of any thereof) of the Borrower,
any Parent Company and any Restricted Subsidiary and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary
to any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their
respective Controlled Investment Affiliates or Immediate Family Members or permitted transferees) of the Borrower, any of its Subsidiaries
or any Parent Company pursuant to any management equity plan or stock option plan or any other management or employee benefit plan
or agreement or any equity subscription or equity holder agreement that are, in each case, approved by the Borrower in good faith;
and any employment agreements, severance arrangements, stock option plans and other compensatory arrangements (and any successor
plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers,
members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate
Family Members or any permitted transferees thereof) that are, in each case, approved by the Borrower in good faith;


 


(14)     (a)
investments by Affiliates in securities or Indebtedness of the Borrower or any Restricted Subsidiary (and payment of reasonable
out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Borrower
or such Restricted Subsidiary generally to other investors on the same or more favorable terms and (b) payments to Affiliates in
respect of securities or Indebtedness of the Borrower or any Restricted Subsidiary contemplated in the foregoing subclause (a)
or that were acquired from Persons other than the Borrower and the Restricted Subsidiaries, in each case, in accordance with the
terms of such securities or Indebtedness;


 


(15)     payments
to or from, and transactions with, any joint venture or Unrestricted Subsidiary in the ordinary course of business, consistent
with past practice or consistent with industry practice (including, any cash management activities related thereto);


 


(16)     [reserved];


 


(17)     any
lease entered into between the Borrower or any Restricted Subsidiary, as lessee and any Affiliate of the Borrower, as lessor, and
any transaction(s) pursuant to that lease, which lease is approved by the Board of Directors or senior management of the Borrower
in good faith;


 


(18)     intellectual
property licenses in the ordinary course of business or consistent with industry practice that do not (a) materially interfere
with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole, or (b) secure any Indebtedness;
provided that any license pursuant to this clause by a Loan Party to any of its Affiliates that is not a Loan Party outside of
the ordinary course of business shall be on terms not materially less favorable to such Loan Party than those that would have been
obtained at such time in a comparable transaction by such Loan Party with a Person other than an Affiliate of the Borrower on an
arm’s-length basis or, if in the good faith judgment of the Borrower no comparable transaction is available with which to
compare such transaction, such transaction is otherwise fair to the applicable Loan Party from a financial point of view;


 


(19)     the
payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to equity holders
of the Borrower or any Parent Company pursuant to any equity holders agreement or registration rights agreement entered into on
or after the Closing Date;


 


(20)     transactions
permitted by, and complying with, Section 7.03 solely for the purpose of (a) reorganizing to facilitate the Company IPO,
(b) forming a holding company or (c) reincorporating the Borrower in a new jurisdiction;


 


(21)     substantially
contemporaneously with or after the consummation of the Company IPO, transactions undertaken in good faith (as certified by senior
management of the Borrower in an Officer’s Certificate) for the purposes of consummating the Company IPO and/or improving
the consolidated tax efficiency of the Borrower and the Restricted Subsidiaries and not for the purpose of circumventing Articles
VI and VII of this Agreement; so long as such transactions, when taken as a whole, would not reasonably be expected to have a Material
Adverse Effect;



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(22)     (a)
transactions with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary) solely because the Borrower
or any Restricted Subsidiary owns Equity Interests in such Person and (b) transactions with any Person that is an Affiliate solely
because a director or officer of such Person is a director or officer of the Borrower, any Restricted Subsidiary or any Parent
Company;


 


(23)     (a)
pledges and other transfers of Equity Interests in Unrestricted Subsidiaries and (b) any transactions with an Affiliate in which
the consideration paid consists solely of Equity Interests of the Borrower or a Parent Company (in the case of any Disqualified
Stock or Preferred Stock, to the extent permitted by Section 7.02);


 


(24)     the
sale, issuance or transfer of Equity Interests (other than Disqualified Stock) of the Borrower;


 


(25)     investments
by any Parent Company in securities or Indebtedness of the Borrower or any Guarantor;


 


(26)     payments
in respect of (a) the Obligations (or any Credit Agreement Refinancing Indebtedness) or (b) other Indebtedness, Disqualified Stock
or Preferred Stock of the Borrower and its Subsidiaries held by Affiliates; provided that such Obligations were acquired
by an Affiliate of the Borrower in compliance herewith; and


 


(27)     transactions
undertaken in the ordinary course of business pursuant to membership in a purchasing consortium.


 


SECTION
7.08          Burdensome Agreements.


 


(a)     The Borrower shall
not, nor shall the Borrower permit any Restricted Subsidiary that is not a Guarantor (or, solely in the case of clause (4),
that is a Subsidiary Guarantor) to, directly or indirectly, create or otherwise cause to exist or become effective any consensual
encumbrance or consensual restriction (other than this Agreement or any other Loan Document) on the ability of any Restricted Subsidiary
that is not a Guarantor (or, solely in the case of clause (4), that is a Subsidiary Guarantor) to:


 


(1)     (I)
pay dividends or make any other distributions to the Borrower or any Restricted Subsidiary that is a Guarantor 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 to any Restricted Subsidiary that is a Guarantor;


 


(2)     make
loans or advances to the Borrower or to any Restricted Subsidiary that is a Guarantor;


 


(3)     sell,
lease or transfer any of its properties or assets to the Borrower or to any Restricted Subsidiary that is a Guarantor; or


 


(4)     with
respect to the Borrower or any Subsidiary Guarantor, (a) Guaranty the Obligations or (b) create, incur or cause to exist or become
effective Liens on property of such Person for the benefit of the Lenders with respect to the Obligations under the Loan Documents
to the extent such Lien is required to be given to the Secured Parties pursuant to the Loan Documents;


 


provided that any dividend or liquidation
priority between or among classes or series of Capital Stock, and the subordination of any obligation (including the application
of any remedy bars thereto) to any other obligation will not be deemed to constitute such an encumbrance or restriction.



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(b)     Section 7.08(a)
will not apply to any encumbrances or restrictions existing under or by reason of:


 


(1)     encumbrances
or restrictions in effect on the Closing Date, including pursuant to the Loan Documents and any Hedge Agreements, Hedging Obligations
and the related documentation;


 


(2)     Purchase
Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clauses (3) and
4(b) above on the property so acquired;


 


(3)     applicable
Law or any applicable rule, regulation or order;


 


(4)     any
agreement or other instrument of a Person, or relating to Indebtedness or Equity Interests of a Person, acquired by or merged,
amalgamated or consolidated with and into the Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated
as a Restricted Subsidiary, or any other transaction entered into in connection with any such acquisition, merger, consolidation
or amalgamation in existence at the time of such acquisition or at the time it merges, amalgamates or consolidates with or into
the Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated as a Restricted Subsidiary or assumed
in connection with the acquisition of assets from such Person (but, in any such case, 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 so
acquired or designated and its Subsidiaries, or the property or assets of the Person so acquired or designated and its Subsidiaries
or the property or assets so acquired or designated;


 


(5)     contracts
or agreements for the sale or disposition of assets, including any restrictions with respect to a Subsidiary of the Borrower pursuant
to an agreement that has been entered into for the sale or disposition of any of the Capital Stock or assets of such Subsidiary;


 


(6)     restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or
consistent with industry practice or arising in connection with any Liens permitted by Section 7.01;


 


(7)     Indebtedness,
Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors permitted to be incurred subsequent to
the Closing Date pursuant to Section 7.02;


 


(8)     provisions
in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or
its members or entered into in the ordinary course of business;


 


(9)     customary
provisions contained in leases, sub-leases, licenses, sub-licenses, Equity Interests or similar agreements, including with respect
to intellectual property and other agreements, in any such case, restricting the assignment, subletting or other transfer thereof
(including the granting of any Lien); provided that such restriction or limitation is limited to the assets subject to such lease,
sub-lease, license, sub-license or other agreement or other transfer of rights under such lease, sub-lease, license, sub-license
or other agreement;


 


(10)     restrictions
created in connection with any Qualified Securitization Facility or Receivables Financing Transaction permitted by this Agreement
and that, in the good faith determination of the Board of Directors, are necessary or advisable to effect such Qualified Securitization
Facility or Receivables Financing Transaction;


 


(11)     restrictions
or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to
which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry
practice; provided that (i) such agreement prohibits the encumbrance of solely the property or assets of the Borrower or
such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the



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proceeds thereof and does not
extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted
Subsidiary and (ii) any of the foregoing pursuant to this clause that is outside of the ordinary course of business shall not materially
interfere with the business or operations of the Borrower and the Restricted Subsidiaries, taken as a whole;


 


(12)     customary
provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary;


 


(13)     customary
provisions restricting assignment of any agreement;


 


(14)     restrictions
arising in connection with cash or other deposits permitted under Section 7.01;


 


(15)     any
other agreement or instrument governing any Indebtedness, Disqualified Stock, or Preferred Stock permitted to be incurred or issued
pursuant to Section 7.02 entered into after the Closing Date that contains encumbrances and restrictions that either (i)
are no more restrictive in any material respect, taken as a whole, with respect to the Borrower or any Restricted Subsidiary than
(A) the restrictions contained in the Loan Documents as of the Closing Date or (B) those encumbrances and other restrictions that
are in effect on the Closing Date with respect to the Borrower or that Restricted Subsidiary pursuant to agreements in effect on
the Closing Date, (ii) are not materially more disadvantageous, taken as a whole, to the Lenders than is customary in comparable
financings for similarly situated borrower or (iii) will not materially impair the Borrower’s ability to make payments on
the Obligations when due, in each case in the good faith judgment of the Borrower;


 


(16)     Indebtedness
and Liens in respect of Indebtedness permitted to be incurred pursuant to Section 7.02(b)(4) and any permitted refinancing
in respect of the foregoing;


 


(17)     customary
restrictions and conditions contained in documents relating to any Lien so long as (i) such Lien is a Permitted Lien and such restrictions
or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created
for the purpose of avoiding the restrictions imposed by this Section 7.08;


 


(18)     any
encumbrance or restriction with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary which encumbrance
or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date
on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation
of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets
or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Restricted Subsidiary;


 


(19)     any
encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (18)
above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements
or refinancings are, in the good faith judgment of the Borrower, 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;


 


(20)     any
encumbrance or restriction existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances
and restrictions contained in the agreements governing that Refinancing Indebtedness are, in the good faith judgment of the Borrower,
not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
and



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(21)     applicable
Law in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred
or issued pursuant to Section 7.02 is incurred.


 


SECTION
7.09          Change in Fiscal Year.
The Borrower will not permit its fiscal year for financial reporting purposes to end on a day other than December 31; provided,
however, that the Borrower may, upon written notice to the Administrative Agent, change such fiscal year (and the fiscal
year of the Restricted Subsidiaries) to any other fiscal year reasonably acceptable 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
and to the covenants contained herein that are necessary in order to reflect such change.


 


SECTION
7.10          Modification of Terms
of Material Documents. The Borrower will not, nor will the Borrower permit any Subsidiary Guarantor
to, amend or otherwise modify (i) any of its Organizational Documents in a manner that would reasonably be expected to cause a
Material Adverse Effect or (ii) any term or condition of any Junior Financing in excess of the Threshold Amount required to be
subordinated in right of payment to the Obligations or with a Lien subordinated to the Lien securing the Obligations except (x)
in accordance with the terms of the applicable intercreditor or subordination terms or agreement or (y) as permitted pursuant to
or reasonably necessary to effect a permitted refinancing thereof.


 


SECTION
7.11          Financial Covenant.
The Borrower and each of the Restricted Subsidiaries covenant and agree that:


 


(1)     If
on the last day of any Test Period (commencing with the Test Period ended December 31, 2017) there are outstanding Revolving Loans
and Letters of Credit (excluding (a) undrawn Letters of Credit in an amount not to exceed $5,000,000 and (b) Letters of Credit
to the extent Cash Collateralized or backstopped (whether drawn or undrawn) on terms reasonably acceptable to the applicable Issuing
Bank) in an aggregate principal amount exceeding 25% of the aggregate principal amount of all Revolving Commitments under all outstanding
Revolving Facilities, the First Lien Net Leverage Ratio as of the last day of such Test Period shall not be greater than 3.50 to
1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative
Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) (the “Financial Covenant”).


 


(2)     The
provisions of this Section 7.11 are for the benefit of the Revolving Lenders only, and the Required Facility Lenders
in respect of the Revolving Facility may amend, waive or otherwise modify this Section 7.11 or the defined terms used
in this Section 7.11 (solely in respect of the use of such defined terms in this Section 7.11) or waive
any Default or Event of Default resulting from a breach of this Section 7.11 without the consent of any Lenders other
than the Required Facility Lenders in respect of the Revolving Facility.


 


Article VIII



Events of Default and Remedies 


 


SECTION
8.01          Events of Default.
Each of the events referred to in clauses (1) through (11) of this Section 8.01 shall constitute an “Event
of Default”:


 


(1)     Non-Payment.
The Borrower fails to pay (a) when and as required to be paid herein, any amount of principal of any Loan or (b) within five (5)
Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any
other Loan Document; or


 


(2)     Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(1),
6.05(1) (solely with respect to the Borrower, other than in a transaction permitted under Section 7.03 or 7.04)
or Article VII; or



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(3)     Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(1)
or (2) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty
(30) days after receipt by the Borrower of written notice thereof from the Administrative Agent; or


 


(4)     Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by any Loan Party herein,
in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be untrue in
any material respect when made or deemed made; or


 


(5)     Cross-Default.
The Borrower or any Restricted Subsidiary (a) fails to make any payment beyond the applicable grace period, if any, whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness
hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to
which such a failure shall exist) of not less than the Threshold Amount, or (b) fails to observe or perform any other agreement
or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting
of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a
result of any default thereunder by the Borrower or any Restricted Subsidiary), the effect of which default or other event is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary
or beneficiaries) to cause, with the giving of notice if required, 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 all of such Indebtedness
to be made, prior to its stated maturity; provided that (A) such failure is unremedied and is not waived by the holders
of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02,
(B) this clause (5)(b) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or
other disposition of the property or assets securing such Indebtedness (including, without limitation, as a result of a Casualty
Event), if such sale, transfer or other disposition is permitted hereunder and under the documents providing for such Indebtedness
and (C) this clause (5)(b) shall not apply to Indebtedness which is convertible into Equity Interests and converts into
Equity Interests in accordance with its terms; or


 


(6)     Insolvency
Proceedings, Etc. The Borrower, any Restricted Subsidiary that is a Material Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Material Subsidiary, institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer
for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator,
administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the
appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating
to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues
undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or


 


(7)     Judgments.
There is entered against the Borrower, any Restricted Subsidiary that is a Material Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Material Subsidiary, a final non-appealable judgment and order for the payment of money
in an aggregate amount exceeding the Threshold Amount (to the extent not paid or covered by insurance or indemnities as to which
the insurer or indemnifying party has been notified of such judgment or order and the applicable insurance company or indemnifying
party has not denied coverage thereof) and such judgment or order shall not have been satisfied, vacated, discharged or stayed
or bonded pending an appeal for a period of sixty (60) consecutive days; or


 


(8)     ERISA.
(a) An ERISA Event occurs, (b) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to



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its Withdrawal Liability under
Section 4201 of ERISA with respect to a Multiemployer Plan, or (c) with respect to a Foreign Plan, a termination, withdrawal
or noncompliance with applicable Law or plan terms occurs, except, with respect to each of the foregoing clauses of this Section
8.01(8), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; or


 


(9)     Invalidity
of Loan Documents. Any material provision of the Loan Documents, taken as a whole, at any time after its execution and delivery
and for any reason (other than (a) as expressly permitted by a Loan Document (including as a result of a transaction permitted
under Section 7.03 or 7.04), (b) as a result of acts or omissions by an Agent or any Lender or (c) due to the
satisfaction in full of the Termination Conditions) ceases to be in full force and effect; or any Loan Party contests in writing
the validity or enforceability of the Loan Documents, taken as a whole (other than as a result of the satisfaction of the Termination
Conditions), or any Loan Party denies in writing that it has any or further liability or obligation under the Loan Documents, taken
as a whole (other than (i) as expressly permitted by a Loan Document (including as a result of a transaction permitted under Section 7.03
or 7.04) or (ii) as a result of the satisfaction of the Termination Conditions), or purports in writing to revoke or rescind
the Loan Documents, taken as a whole, prior to the satisfaction of the Termination Conditions (other than as a result of a release
of any Subsidiary Guarantor from its obligations under the Guaranty pursuant to Section 10.24 due to a Disposition of such Subsidiary
Guarantor not prohibited under this Agreement or its designation as an Unrestricted Subsidiary); or


 


(10)     Collateral
Documents. Any Collateral Document with respect to a material portion of the Collateral after delivery thereof pursuant to
Section 4.01, 6.11, 6.13 or pursuant to the provisions of any Collateral Document for any reason (other
than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement, including
as a result of the release of a Loan Party or the sale, transfer or other disposition of the applicable Collateral (including as
a result of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary) in a transaction permitted under the Loan
Documents) ceases to create, or any Lien purported to be created by any Collateral Document with respect to a material portion
of the Collateral shall be asserted in writing by any Loan Party (prior to the satisfaction of the Termination Conditions) not
to be, a valid and perfected Lien with the priority required by such Collateral Document (or other security purported to be created
on the applicable Collateral) on, and security interest in, any material portion of the Collateral purported to be covered thereby,
subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority results
from the failure of the Administrative Agent or the Collateral Agent to maintain possession of Collateral actually delivered to
it and pledged under the Collateral Documents, to file Uniform Commercial Code amendments relating to a Loan Party’s change
of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof
in accordance with the Security Agreement, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will
be responsible for filing such amendments) or continuation statements and except as to Collateral consisting of real property to
the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; or


 


(11)     Change
of Control. There occurs any Change of Control;


 


provided that,
notwithstanding the foregoing, the Borrower’s failure to comply with (i) the Financial Covenant (or Section 6.03(1)
with respect thereto) (a “Financial Covenant Event of Default”), (ii) Section 6.01(1) solely to the extent
resulting from delivery of financial statements accompanied by an opinion of an independent accounting firm subject to a “going
concern” qualification statement that is due to an actual default of the Financial Covenant (or Section 6.03(1) with
respect thereto) (a “Going Concern Event of Default”) or (iii) failure to comply with the provisions of Sections
2.05(2)(f)(ii), 6.03(2), 6.03(3) or 6.03(5) (or Section 6.03(1) with respect thereto) (an “Other
Revolving Facility Event of Default”), shall, in each case, not constitute an Event of Default with respect to any Term
Loans or Term Commitments unless and until the Required Facility Lenders for the Revolving Facilities have actually terminated
the Revolving Commitments and declared all Obligations with respect to the Revolving Facility to be immediately due and payable
pursuant to Section 8.02 as a result of such failure to comply (and such declaration has not been rescinded as of the
applicable date) (the occurrence of such termination and declaration by the Required Facility Lenders for the Revolving Facilities,
a “Term Loan Cross Default”); provided, further, that



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any Financial Covenant Event of Default
or Going Concern Event of Default is subject to cure pursuant to Section 8.04.


 


SECTION
8.02          
Remedies upon Event
of Default. Subject to Section 8.04, if any Event of Default occurs and is continuing,
the Administrative Agent may, with the consent of the Required Lenders and shall, at the request of the Required Lenders, take
any or all of the following actions:


 


(1)     declare
the Commitments of each Lender and any obligation of the Issuing Banks to make L/C Credit Extensions to be terminated, whereupon
such Commitments and such obligations will be terminated immediately, without presentment, demand, protest or notice of any kind,
all of which are hereby expressly waived by the Borrower and the other Loan Parties;


 


(2)     declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations owing
or payable under any Loan Document (including all amounts of L/C Obligations whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required thereunder) to be immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower and the other Loan Parties;


 


(3)     require
that the Borrower Cash Collateralize all then-outstanding Letters of Credit (in an amount equal to the then-Outstanding Amount
of the L/C Obligations related thereto); and


 


(4)     exercise
on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable
Law;


 


provided that, (a) upon the occurrence
of any event with respect to the Borrower described in Section 8.01(6), the Commitments of each Lender and any obligation of the
Issuing Banks to make L/C Credit Extensions will automatically and immediately terminate, the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid will automatically and immediately become due and payable, and the obligation
of the Borrower to Cash Collateralize the Letters of Credit as aforesaid will automatically and immediately become effective, in
each case without further act of the Administrative Agent or any Lender and without presentment, demand, protest or notice of any
kind, all of which are hereby expressly waived by the Borrower and the other Loan Parties, (b) if an Event of Default occurs and
is continuing, the Administrative Agent may, with the consent of the Required Revolving Facility Lenders, and shall, at the request
of the Required Revolving Facility Lenders, take the take the action set forth in clause (3) above, and (c) notwithstanding anything
to the contrary, if a Financial Covenant Event of Default, Going Concern Event of Default and/or Other Revolving Facility Event
of Default occurs and is continuing, then the Administrative Agent may, with the consent of the Required Revolving Facility Lenders,
and shall, at the request of the Required Revolving Facility Lenders take any or all of the actions set forth in clause (1) (only
with respect to the Revolving Commitments and any obligation of the Issuing Banks to make L/C Credit Extensions), (2) (only with
respect to the Revolving Loans, L/C Obligations and other Obligations and any obligation of the Issuing Banks to make L/C Credit
Extensions under the Revolving Facilities), (3) and (4) (on behalf of itself and the Revolving Lenders, and only with respect to
the Revolving Lenders, the Revolving Commitments, Revolving Loans, Letters of Credit and Obligations under the Revolving Facilities)
of this Section 8.02; provided, further, that, notwithstanding anything to the contrary, if the only Events of Default then having
occurred and continuing are a Financial Covenant Event of Default, a Going Concern Event of Default and/or a Other Revolving Facility
Event of Default, then, unless a Term Loan Cross Default has occurred and is continuing, the Administrative Agent shall only take
the actions set forth in clauses (1), (2), (3) and (4) of this Section 8.02 at the request (or with the consent) of
the Required Revolving Facility Lenders (as opposed to the Required Lenders) and only with respect to the Revolving Commitments,
Revolving Loans, Letters of Credit and Obligations under the Revolving Facilities.


 


SECTION
8.03          
Application of Funds.
After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately
due and payable as set forth in clause (a) of the proviso to Section 8.02), subject to any Intercreditor Agreement
then in effect, any amounts received on account of the Obligations will be applied by the Administrative Agent in the following
order:



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First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal
and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III)
payable to the Administrative Agent and the Collateral Agent in their capacities as such;


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest,
but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the
Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably
among the Lenders in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), the Obligations
under Secured Hedge Agreements and Cash Management Obligations under Secured Cash Management Agreements, ratably among the Secured
Parties in proportion to the respective amounts described in this clause Fourth held by them;


 


Fifth,
to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other
Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative
Agent and the other Secured Parties on such date; and


 


Last,
the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.


 


Subject to Section 2.03(3),
amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above will
be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral
after all Letters of Credit have either been fully drawn or expired, such remaining amount will be applied to the other Obligations,
if any, in the order set forth above and, if no Obligations remain outstanding, will be paid to the Borrower.


 


SECTION
8.04          
Right to Cure.


 


(1)     Notwithstanding
anything to the contrary contained in Section 8.01 or Section 8.02, but subject to Sections 8.04(2)
and (3), for the purpose of determining whether an Event of Default under the Financial Covenant or a Going Concern Event
of Default has occurred, the Borrower may designate any portion of the Net Proceeds from any Permitted Equity Issuance or of any
contribution to the common equity capital of the Borrower (or from any other contribution to capital or sale or issuance of any
other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as
an increase to Consolidated EBITDA of the Borrower for the applicable fiscal quarter; provided that:


 


(a)     such
amounts to be designated are actually received by the Borrower (i) on or after the first Business Day of the applicable fiscal
quarter and (ii) on or prior to the tenth (10th) Business Day after the date on which financial statements are required
to be delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”);


 


(b)     such
amounts to be designated do not exceed the maximum aggregate amount necessary to cure any Event of Default under the Financial
Covenant as of such date; and


 


(c)     the
Borrower will have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount”
(it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable
period, the amount of such Net



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Proceeds that is designated as
the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default
under the Financial Covenant is less than the full amount of such originally designated amount).


 


The Cure Amount used
to calculate Consolidated EBITDA for one fiscal quarter will be used and included when calculating Consolidated EBITDA for each
Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(1) may not be
relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenant (and may not be included
for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under
Article VII) and may not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash
with respect to the fiscal quarter with respect to which such Cure Amount was received other than the amount of the Consolidated
EBITDA referred to in the immediately preceding sentence, except with respect to fiscal quarters following the fiscal quarter in
which such Cure Amount was applied to the extent such proceeds are actually applied to prepay Indebtedness under the Facilities.
Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation
of the Cure Amount by the Borrower in an amount necessary to cure any Event of Default under the Financial Covenant, the Financial
Covenant and Section 6.01(1) (solely with respect to a Going Concern Event of Default) will be deemed satisfied and complied
with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial
Covenant or Section 6.01(1) (solely with respect to a Going Concern Event of Default) and any Event of Default under the
Financial Covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents
and (B) from and after the date that the Borrower delivers a written notices to the Administrative Agent that it intends to exercise
its cure right under this Section 8.04 (a “Notice of Intent to Cure”) neither the Administrative Agent
nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis
of any actual or purported Event of Default under the Financial Covenant (and any other Default as a result thereof) until and
unless the Cure Expiration Date has occurred without the Cure Amount having been designated.


 


(2)     In each period
of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 8.04(1)
is exercised.


 


(3)     There shall be
no more than five (5) fiscal quarters in which the cure rights set forth in Section 8.04(1) are exercised during the
term of the Facilities; provided that, so long as the Closing Date Revolving Facility is no longer outstanding, there may
be an additional fiscal quarter after the Original Revolving Facility Maturity Date in which the cure rights set forth in this
Section 8.04 are exercised during the term of any Revolving Commitments.


 


Article IX



Administrative Agent and Other Agents


 


SECTION
9.01          Appointment and Authorization
of the Administrative Agent.


 


(1)     Each Lender (on
behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) and Issuing Bank hereby
irrevocably appoints JPMorgan, to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and
authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and
powers as are reasonably incidental thereto. The provisions of this Article IX (other than Section 9.12 and clause
(3) of Section 9.15 and Section 9.16) are solely for the benefit of the Agents, the Lenders and each Issuing Bank
and the Loan Parties shall not have rights as a third-party beneficiary of any such provision.


 


(2)     The Administrative
Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (on behalf of itself
in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) and the Issuing Banks hereby irrevocably
appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral
Documents for and on behalf of or in trust for) such Lender, Issuing Bank and other Secured Party, as the case may be, for



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purposes of acquiring, holding and enforcing
any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers
and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent”
(and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05
for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents,
or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits
of all provisions of this Article IX and Article X with respect to the Administrative Agent (including Sections 10.04
and 10.05), as though such “collateral agent”, co-agents, sub-agents and attorneys-in-fact were the “Administrative
Agent” under the Loan Documents. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize,
and hereby granted a power of attorney to, the Agents to execute and deliver, on behalf of the Secured Parties, any and all documents
(including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto (including any Intercreditor
Agreement), as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge
and agree that any such action by any Agent shall bind the Lenders and other Secured Parties. In addition, to the extent required
under the laws of any jurisdiction other than the U.S., each of the Lenders (on behalf of itself in its capacities as a Lender
and a potential Hedge Bank and/or Cash Management Bank) and the Issuing Banks hereby grants to the Agents any required powers of
attorney to execute any Collateral Document governed by the laws of such jurisdiction on behalf of such Lender, Issuing Bank or
other Secured Party, as the case may be. The Administrative Agent, as “collateral agent” is a “representative”
of the Secured Parties within the meaning of the term “secured party” as defined in the UCC.


 


SECTION
9.02          
Rights as a Lender.
Any Lender that is also serving as an Agent (including as Administrative Agent) hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each Lender
(if any) serving as an Agent hereunder in its individual capacity. Any Person serving as an Agent and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind
of business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and
without any duty to account therefor to the Secured Parties. Each of the Lenders (on behalf of itself in its capacities as a Lender
and a potential Hedge Bank and/or Cash Management Bank) and the Issuing Banks acknowledges that, pursuant to such activities, any
Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates (including information that may
be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that none of the Agents
or their Affiliates shall be under any obligation to provide such information to them.


 


SECTION
9.03          
Exculpatory Provisions.
The Administrative Agent and Collateral Agent shall not have any duties, responsibilities or other obligations except those expressly
set forth in this Agreement and in the other Loan Documents. Without limiting the generality of the foregoing, each Agent (including
the Administrative Agent):


 


(1)     shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing and without
limiting the generality of the foregoing, the use of the term “agent” herein and in the other Loan Documents with reference
to any Agent or Arranger is not intended to connote any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable Law and instead, such term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting parties;


 


(2)     shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by
the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other
Loan Documents); provided that no Agent shall be required to take any action that, in its opinion or the opinion of its
counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance
of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture,
modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and



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


 


Neither the Administrative
Agent nor any of its Related Persons shall be liable for any action taken or not taken by it (i) with the consent or at the request
of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent
shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or
(ii) in the absence of its own gross negligence or willful misconduct as determined by the final and non-appealable judgment of
a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Administrative Agent shall be
deemed not to have knowledge of any Default unless and until written notice describing such Default is given to the Administrative
Agent by the Borrower, a Lender, or an Issuing Bank.


 


No Agent-Related Person
shall be responsible for or have any duty to ascertain or inquire into (i) any recital, statement, warranty or representation made
in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the
creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the existence (other than
with respect to possessory collateral actually in the physical possession of any Agent), the value or the sufficiency of any Collateral,
or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent. The duties of the Administrative Agent shall be
mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan
Document a fiduciary relationship in respect of any Secured Party or the holder of any Note; and nothing in this Agreement or in
any other Loan Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent
any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.


 


Notwithstanding any other
provision of this Agreement or any provision of any other Loan Document, each Arranger is named as such for recognition purposes
only, and in its capacity as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement
or the other Loan Documents or the transactions contemplated hereby and thereby; it being understood and agreed that each Arranger
shall be entitled to all indemnification and reimbursement rights in favor of the Arrangers as, and to the extent, provided for
under Section 10.05. Without limitation of the foregoing, each Arranger shall not, solely by reason of this Agreement
or any other Loan Documents, have any fiduciary relationship in respect of any Lender or any other Person.


 


SECTION
9.04          
Lack of Reliance on
the Administrative Agent. Independently and without reliance upon any Agent, any other Lender,
any Arranger or any Related Person thereof, each Lender and the holder of each Note, to the extent it deems appropriate, has made
and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Borrower and the
Restricted Subsidiaries in connection with the making, the acquisition and/or the continuance of the Loans and the taking or not
taking of any action in connection herewith or with any other Loan Document, any related agreement or any document furnished hereunder
or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its
rights, interests and obligations hereunder and (ii) its own appraisal of the creditworthiness of the Borrower and the Restricted
Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility,
either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information
with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The
Administrative Agent shall not (a) be responsible to any Lender or the holder of any Note for any recitals, statements, information,
representations or warranties herein, in any other Loan Document or in any other document, certificate or other writing delivered
in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability,
priority or sufficiency of this Agreement or any other Loan Document or the financial condition of the Borrower or any of the Restricted
Subsidiaries or (b) be required to make any inquiry concerning





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either the performance or observance of any of the terms, provisions
or conditions of this Agreement or any other Loan Document, or the financial condition of the Borrower or any of the Restricted
Subsidiaries or the existence or possible existence of any Default or Event of Default. Each Lender acknowledges and agrees that
the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise
or securities.


 


SECTION
9.05          
Certain Rights of
the Administrative Agent. If the Administrative Agent requests instructions from the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe
in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) with respect to
any act or action (including failure to act) in connection with this Agreement or any other Loan Document, the Administrative Agent
shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received
instructions from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative
Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02);
and the Administrative Agent shall not incur liability to any Lender by reason of so refraining. Without limiting the foregoing,
neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result
of the Administrative Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the
instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative
Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02).


 


SECTION
9.06          
Reliance by the Administrative
Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected
and not incur any liability in relying upon, any note, writing, resolution, notice, statement, instrument, request, certificate,
telex, teletype or facsimile message, cablegram, radiogram, order or other document or other writing, oral statement or telephone
message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and upon advice of counsel
(who may be counsel for any Loan Party), independent accountants and other experts selected by the Administrative Agent. In determining
compliance with any condition hereunder to the making of a Loan or the issuance, extension, renewal or increase of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Bank, the Administrative Agent may presume
that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received written
notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or issuances of such Letter of Credit.
The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


 


SECTION
9.07          
Delegation of Duties.
The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other
Loan Documents by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any
such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Agent-Related
Persons. The exculpatory provisions of this Article shall apply to any such sub agent and to the Agent-Related Persons of the Administrative
Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent or sub-agent thereof. Notwithstanding anything to the contrary
in this Section 9.07 or Section 9.15, the Administrative Agent shall not delegate to any Supplemental Administrative
Agent responsibility for receiving any payments under any Loan Document for the account of any Lender, which payments shall be
received directly by the Administrative Agent, without prior written consent of the Borrower (not to unreasonably withheld or delayed).


 


SECTION
9.08          
Indemnification.
Whether or not the transactions contemplated hereby are consummated, to the extent the Administrative Agent or any other Agent-Related
Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent) is not
reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the Administrative Agent or any other Agent-Related
Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent) in proportion
to their respective Pro Rata Shares for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred
by the Administrative Agent or any other



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Agent-Related Person (solely to the extent any such Agent-Related Person was performing
services on behalf of the Administrative Agent) in performing its duties hereunder or under any other Loan Document or in any way
relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent’s or any other Agent-Related Person’s gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and non-appealable decision). In the case of any investigation,
litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.08 applies whether any such investigation,
litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse
the Administrative Agent and any other Agent-Related Person upon demand for its ratable share of any costs or out-of-pocket expenses
(including Attorney Costs) incurred by the Administrative Agent or such other Agent-Related Person in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any
document contemplated by or referred to herein, to the extent that the Administrative Agent or such other Agent-Related Person
is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall
not affect any Loan Party’s continuing reimbursement obligations with respect thereto; provided, further,
that the failure of any Lender to indemnify or reimburse the Administrative Agent or any other Agent-Related Person shall not
relieve any other Lender of its obligation in respect thereof. The undertaking in this Section 9.08 shall survive termination
of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.


 


SECTION
9.09          The Administrative
Agent in Its Individual Capacity. With respect to its obligation to make Loans under this Agreement,
the Administrative Agent shall have the rights and powers specified herein for a “Lender” and may exercise the same
rights and powers as though it were not performing the duties specified herein; and the term “Lender”, “Required
Lenders” or any similar terms shall, unless the context clearly indicates otherwise, include the Administrative Agent in
its respective individual capacities. The Administrative Agent and its affiliates may accept deposits from, lend money to, and
generally engage in any kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital
or other services (including financial advisory services) to any Loan Party or any Affiliate of any Loan Party (or any Person engaged
in a similar business with any Loan Party or any Affiliate thereof) as if they were not performing the duties specified herein,
and may accept fees and other consideration from any Loan Party or any Affiliate of any Loan Party for services in connection with
this Agreement and otherwise without having to account for the same to the Secured Parties. Each of the Lenders (on behalf of itself
in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) and the Issuing Banks acknowledges that,
pursuant to such activities, any Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates
(including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge
that no Agent or its Affiliates shall be under any obligation to provide such information to them.


 


SECTION
9.10          [Reserved].


 


SECTION
9.11          Resignation by the
Administrative Agent. The Administrative Agent may resign from the performance of all its respective
functions and duties hereunder or under the other Loan Documents at any time by giving 30 days prior written notice to the Lenders
and the Borrower. If the Administrative Agent becomes subject to a Lender-Related Distress Event, then the Administrative Agent
may be removed as the Administrative Agent at the reasonable request of the Required Lenders. If the Administrative Agent becomes
subject to an Agent-Related Distress Event, then the Borrower may remove the Administrative Agent from such role upon 15 days’
prior written notice to the Lenders. Such resignation or removal shall take effect upon the appointment of a successor Administrative
Agent as provided below or as otherwise provided in the fifth paragraph of this Section 9.11.


 


Upon any such notice
of resignation by, or notice of removal of, the Administrative Agent, the Required Lenders shall appoint a successor Administrative
Agent hereunder or thereunder who shall be a commercial bank, trust company or other financial institution reasonably acceptable
to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower’s approval
shall not be required if an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6)
has occurred and is continuing).



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If a successor Administrative
Agent shall not have been so appointed within such 30 day period, the Administrative Agent, with the consent of the Borrower (which
consent shall not be unreasonably withheld or delayed; provided that the Borrower’s consent shall not be required
if an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has
occurred and is continuing), shall then appoint a successor Administrative Agent who shall serve as Administrative Agent under
the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.


 


If no successor Administrative
Agent has been appointed pursuant to the foregoing by the 35th day after the date such notice of resignation was given
by the Administrative Agent or such notice of removal was given by the Required Lenders or the Borrower, as applicable, the Administrative
Agent’s resignation shall nonetheless become effective and the Required Lenders shall thereafter perform all the duties of
the Administrative Agent hereunder and under any other Loan Document until such time, if any, as the Required Lenders appoint a
successor Administrative Agent as provided above. The retiring or removed Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents (except that, solely for purposes of maintaining any security interest
granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring
or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent
is appointed) (it being understood and agreed that the retiring or removed Administrative Agent shall have no duty or obligation
to take any further action under any Collateral Document, including any action required to maintain the perfection of any such
security interest) and except for any indemnity payments or other amounts owing from time to time to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead
be made by or to each Lender or Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative
Agent as provided for above in this Section 9.11.


 


Upon the acceptance of
a successor’s appointment as Administrative Agent 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 (i) continue the perfection of the Liens
granted or purported to be granted by the Collateral Documents or (ii) otherwise ensure that the Collateral and Guarantee Requirement
is satisfied, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
(or retired or removed) Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of
its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in
this Section 9.11).


 


The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between
the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and
under the other Loan Documents, the provisions of this Article and Sections 3.01, 10.04 and 10.05 shall continue
in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Agent-Related Persons
in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting
as Administrative Agent.


 


Upon a resignation or
removal of the Administrative Agent pursuant to this Section 9.11, the Administrative Agent (i) shall continue to be
subject to Section 10.09 and (ii) shall remain indemnified to the extent provided in this Agreement and the other Loan
Documents and the provisions of this Article IX (and the analogous provisions of the other Loan Documents and, unless otherwise
provided in the relevant Loan Document, any other exculpatory, reimbursement and indemnification provisions in favor of any Agent
set forth in any other Loan Document) shall continue in effect for the benefit of the Administrative Agent, its sub-agents and
their respective Agent-Related Persons for all of their respective actions and inactions while the retiring or removed Administrative
Agent was serving as the Administrative Agent.


 


SECTION
9.12          Collateral Matters.
Each Lender (on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank and on behalf
of any of its Affiliates that are Secured



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Parties) and Issuing Bank irrevocably authorizes and directs the Administrative Agent
and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24.


 


Each Lender (on behalf
of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) and Issuing Bank hereby agrees,
and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any
action taken by or at the direction of the Required Lenders or the Required Facility Lenders, as applicable, in accordance with
the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility
Lenders (or any Agent at the direction of the foregoing), as applicable, of the powers set forth herein or therein, together with
such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties. The Collateral
Agent is hereby authorized on behalf of all of the Lenders (in their respective capacities as Lenders and potential Hedge Banks
and/or Cash Management Banks), without the necessity of any notice to or further consent from any Secured Party, from time to time
prior to an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary
to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents.


 


Upon request by the Administrative
Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items
of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12, Section
7.04 and Section 10.24, the applicable Agent will (and each Lender (on behalf of itself in its capacities as a Lender
and a potential Hedge Bank and/or Cash Management Bank) irrevocably authorizes the applicable Agent to), at the Borrower’s
expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence
the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral
Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with
the terms of the Loan Documents, this Section 9.12, Section 7.04 and Section 10.24.


 


The Collateral Agent
shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any
Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have
been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority,
or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights,
authorities and powers granted or available to the Collateral Agent in this Section 9.12, Section 7.04, Section 10.24
or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or
event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral
Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability
whatsoever to the Secured Parties, except for its gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).


 


SECTION
9.13          Not Partners or Co-Venturers.
The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise
set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.


 


SECTION
9.14          Administrative Agent
May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law
or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of
any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on any Loan Party) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)     to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, any Issuing Bank, the Administrative Agent and any other Secured Party (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Lenders, any Issuing Bank and the Administrative Agent
and their respective agents and counsel and all other amounts due the Lenders, any Issuing Bank and the Administrative Agent under
Sections 2.09 and 10.04) 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
(on behalf of itself in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) and Issuing Bank to
make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders, relevant Issuing Banks and other relevant Secured Parties, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents
and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.


 


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


 


The Secured Parties hereby
irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the
Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to
a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles)
all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under
Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar Laws in any other jurisdictions to which a Loan Party is subject,
(b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction
of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with
any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid
on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired
assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion
of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity
Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection
with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid and/or
to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests
in the Obligations that were credit bid shall be deemed without any further action under this Agreement to be assigned to such
vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents
providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent
with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall
be governed, directly or indirectly, by, and the governing documents shall provide for control by, the vote of the Required Lenders
or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle
or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations
on actions by the Required Lenders contained in clauses (a) through (i) of the first proviso to Section 10.01(1)
of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue
to each of the Secured Parties, ratably on account of the relevant Obligations that were credit bid, interests, whether as equity,
partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued
by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and
(v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason
(as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds
the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the
Secured Parties pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of
the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured
Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each
Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party
shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party
that will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably
request in connection with the formation of any acquisition vehicle, the



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formulation or submission of any credit
bid or the consummation of the transactions contemplated by such credit bid.


 


SECTION
9.15          Appointment of Supplemental
Administrative Agents.


 


(1)     It is the purpose
of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting
the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized
that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement
of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction
it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other
action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an
additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee,
administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or
institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively
as “Supplemental Administrative Agents”).


 


(2)     In the event that
the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right,
power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested
in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental
Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise
such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral,
and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such
Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative
Agent, and (ii) the provisions of this Article IX and of Sections 10.04 and 10.05 that refer to the Administrative
Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent
shall be deemed to be references to the Administrative Agent or such Supplemental Administrative Agent, as the context may require.


 


(3)     Should any instrument
in writing from any Loan Party be reasonably required by any Supplemental Administrative Agent so appointed by the Administrative
Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower
shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments reasonably acceptable to
it promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall
die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative
Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new
Supplemental Administrative Agent.


 


SECTION
9.16          Intercreditor Agreements.
The Administrative Agent and Collateral Agent are hereby authorized to enter into any Intercreditor Agreement to the extent contemplated
by the terms hereof, and the parties hereto acknowledge that such Intercreditor Agreement is binding upon them. Each Secured Party
(a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements,
(b) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreements and
to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of
the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver
on behalf of the Secured Parties any intercreditor agreement or any amendment (or amendment and restatement) to the Collateral
Documents or any Intercreditor Agreement contemplated hereunder (including any such amendment (or amendment and restatement) of
the First Lien/Second Lien Intercreditor Agreement or other intercreditor agreement to provide for the incurrence of any Indebtedness
permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). In addition, each Secured Party
hereby authorizes the Administrative Agent and the Collateral Agent to enter into (i) any amendments to any Intercreditor Agreements,
and (ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent required to give
effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement
(including any such amendment (or amendment and restatement) of the



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First Lien/Second Lien Intercreditor Agreement or other intercreditor
agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu
basis to the Obligations). Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent
(or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or
like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any
Intercreditor Agreement then in effect. Each Lender (on behalf of itself in its capacities as a Lender and a potential Hedge Bank
and/or Cash Management Bank) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and
agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever
kind or nature relating thereto.


 


SECTION
9.17          Secured Cash Management
Agreements and Secured Hedge Agreements. Except as otherwise expressly set forth herein or in
any Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03,
any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any
right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise
in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and,
in such case, only to the extent expressly provided in the Loan Documents. 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 Cash Management Agreements and Secured Hedge 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.


 


SECTION
9.18          Withholding Tax.
To the extent required by any applicable Laws, the Administrative Agent may withhold from any payment to any Recipient an amount
equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 3.01, each Lender
shall severally indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within
ten (10) days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including
fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative
Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold
Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered
or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered
the exemption from, or reduction of withholding Tax ineffective). Each Lender shall severally indemnify the Administrative Agent,
within 10 days after demand therefor, for (i) any Non-Excluded Taxes or Other Taxes attributable to such Lender (but only to the
extent that any Loan Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes or Other Taxes and
without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply
with the provisions of Section 10.07(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes
attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document,
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any
Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document
against any amount due the Administrative Agent under this Section 9.18. The agreements in this Section 9.18 shall
survive the resignation or replacement of the Administrative Agent.


 


SECTION
9.19          Survival.
The agreements in this Article IX shall survive 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.



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Article X



Miscellaneous 


 


SECTION
10.01          Amendments, etc.



 


(1)     Except as otherwise
set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent
to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required
Lenders (other than (x) with respect to any amendment or waiver contemplated in clauses (g), (h) or (i) below
(in the case of clause (i), to the extent permitted by Section 2.14), which shall only require the consent of the
Required Facility Lenders under the applicable Facility or Facilities, as applicable (and not the Required Lenders) and (y) with
respect to any amendment or waiver contemplated in clauses (a), (b) or (c), which shall only require the consent
of the Lenders expressly set forth therein and not the Required Lenders) (or by the Administrative Agent with the consent of the
Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent,
and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements
of this Section 10.01 as promptly as possible; and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall:


 


(a)     extend
or increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition
precedent set forth in Section 4.01 or 4.02 or the waiver of any Default, Event of Default, mandatory prepayment
or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);


 


(b)     postpone
any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or 2.08
(other than pursuant to Section 2.08(2)) or any payment of fees or premiums hereunder or under any Loan Document with
respect to payments to any Lender without the written consent of such Lender, it being understood that none of the following will
constitute a postponement of any date scheduled for, or a reduction in the amount of, any payment of principal, interest, fees
or premiums: (i) the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans, (ii) the waiver of any Default
or Event of Default, and (iii) any change to the definition of “First Lien Net Leverage Ratio”, “Secured Net
Leverage Ratio”, “Total Net Leverage Ratio”, or, in each case, in the component definitions thereof;


 


(c)     reduce
or forgive the principal of, or the rate of interest specified herein on, any Loan or Unreimbursed Amount, or any fees or other
amounts payable hereunder or under any other Loan Document to any Lender without the written consent of such Lender, it being understood
that none of the following will constitute a reduction in any rate of interest or any fees: any change to the definition of “First
Lien Net Leverage Ratio”, “Secured Net Leverage Ratio”, “Total Net Leverage Ratio”, or, in each case,
in the component definitions thereof; provided that only the consent of (A) the Required Lenders (or, with respect to any
Default Rate payable in respect of the Revolving Facility, the Required Facility Lenders under the Closing Date Revolving Facility)
shall be necessary to amend the definition of “Default Rate” and (B) the Required Lenders or, with respect to any Default
Rate payable in respect of the Revolving Facility, the Required Facility Lenders under the Closing Date Revolving Facility, shall
be necessary to waive any obligation of the Borrower to pay interest at the Default Rate;


 


(d)     except
as contemplated by clause (C) in the second proviso immediately succeeding clause (i) of this Section 10.01(1),
change any provision of this Section 10.01 or the definition of “Required Lenders” or “Required Facility
Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders or portion of the Loans
or Commitments required to take any action under the Loan Documents or Section 2.13 or 8.03, without the written
consent of each Lender directly and adversely affected thereby;



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(e)     other
than in a transaction permitted under Section 7.03 or Section 7.04, release or subordinate all or substantially all of the aggregate
value of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;


 


(f)     other
than in a transaction permitted under Section 7.03 or Section 7.04, release or subordinate all or substantially all of the aggregate
value of the Guaranty, without the written consent of each Lender;


 


(g)     amend,
waive or otherwise modify any term or provision (including the waiver of any conditions set forth in Section 4.02 as
to any Credit Extension under one or more Revolving Facilities) which directly affects Lenders under one or more Revolving Facilities
and does not directly affect Lenders under any other Facilities, in each case, without the written consent of the Required Facility
Lenders under such applicable Revolving Facility or Facilities with respect to Revolving Commitments (and in the case of multiple
Facilities which are affected, such Required Facility Lenders shall consent together as one Facility); provided, however,
that the waivers described in this clause (g) shall not require the consent of any Lenders other than the Required
Facility Lenders under the applicable Revolving Facility or Facilities (it being understood that any amendment to the conditions
of effectiveness of Incremental Commitments set forth in Section 2.14 shall be subject to clause (i) below);


 


(h)     amend,
waive or otherwise modify the Financial Covenant or any definition related thereto (solely in respect of the use of such defined
terms in the Financial Covenant), amend, waive or otherwise modify the Aggregate Adjusted Revolving Commitment Amount or the Adjusted
Revolving Commitment Amount or any definition related thereto (solely in respect of the use of such defined terms in the Aggregate
Adjusted Revolving Commitment Amount or Adjusted Revolving Commitment Amount) or waive any Default or Event of Default resulting
from a failure to perform or observe (i) the Financial Covenant (or Section 6.03(1) with respect thereto), (ii) Section
6.01(1) solely to the extent resulting from delivery of financial statements accompanied by an opinion of an independent accounting
firm subject to a “going concern” qualification statement that is due to an actual default of the Financial Covenant
(or Section 6.03(1) with respect thereto) or (iii) Sections 2.05(2)(f)(ii), 6.03(2), 6.03(3) or 6.03(5)
(or Section 6.03(1) with respect thereto), without the written consent of the Required Revolving Facility Lenders; provided,
however, that the amendments, waivers and other modifications described in this clause (h) shall not require
the consent of any Lenders other than the Required Facility Lenders under the applicable Revolving Facility or Facilities;


 


(i)     amend,
waive or otherwise modify any term or provision (including the availability and conditions to funding (subject to the requirements
of Section 2.14) with respect to Incremental Term Loans and Incremental Revolving Commitments, but excluding the rate of
interest applicable thereto which shall be subject to clause (c) above)) which directly affects Lenders of one or more Incremental
Term Loans or Incremental Revolving Commitments and does not directly affect Lenders under any other Facility, in each case, without
the written consent of the Required Facility Lenders under such applicable Incremental Term Loans or Incremental Revolving Commitments
(and in the case of multiple Facilities which are affected, such Required Facility Lenders shall consent together as one Facility);
provided, however, that, to the extent permitted under Section 2.14, the waivers described in this clause (i)
shall only require the consent of the Required Facility Lenders under such applicable Incremental Term Loans or Incremental Revolving
Commitments;


 


provided that:


 


(I)     no amendment, waiver
or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above, affect the rights
or duties of such Issuing Bank under this Agreement or any Issuing Bank Document relating to any Letter of Credit issued or to
be issued by it; provided, however, that this Agreement may be amended to adjust the mechanics related to the issuance
of Letters of Credit, including mechanical changes relating to the existence of multiple Issuing Banks, with only the written consent
of the Administrative Agent, the applicable Issuing Bank and the Borrower so long as the obligations of the Revolving Lenders,
if any, who have not executed such amendment, and if



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applicable the other Issuing
Banks, if any, who have not executed such amendment, are not adversely affected thereby;


 


(II)     no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the
rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document;
and


 


(III)     Section 10.07(g)
may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are
being funded by an SPC at the time of such amendment, waiver or other modification;


 


provided, further, that
notwithstanding the foregoing:


 


(A)     no
Defaulting Lender shall have any right to approve or disapprove of any amendment, waiver or consent hereunder (and any amendment,
waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent
of the applicable Lenders other than Defaulting Lenders), except that the Commitment of such Defaulting Lender may not be increased
or extended without the consent of such Defaulting Lender (it being understood that any Commitments or Loans held or deemed held
by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders);


 


(B)     no
Lender consent is required to effect any amendment or supplement to any Intercreditor Agreement (i) that is for the purpose of
adding the holders of Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other Permitted Indebtedness
that is Secured Indebtedness (or a Debt Representative with respect thereto) as parties thereto, as expressly contemplated by the
terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification 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 and provided that such other changes are not adverse, in any material respect,
to the interests of the Lenders) or (ii) that is expressly contemplated by any Intercreditor Agreement in connection with joinders
and supplements; provided, further, that no such agreement shall amend, modify or otherwise affect the rights
or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written
consent of the Administrative Agent or the Collateral Agent, as applicable;


 


(C)     this
Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and
the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from
time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this
Agreement and the other Loan Documents with the Term Loans, the Revolving Loans and L/C Obligations and the accrued interest and
fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the
Required Lenders;


 


(D)     any
waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders
holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be
effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the
affected Class of Lenders that would be required to consent thereto under this Section 10.01 if such Class of Lenders
were the only Class of Lenders hereunder at the time;


 


(E)     any
provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and
the Administrative Agent (or the Collateral Agent, as applicable) to cure any ambiguity, omission, defect or inconsistency (including
amendments, supplements or waivers to any of the Collateral Documents, guarantees, intercreditor agreements or related documents
executed by any Loan Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or waiver is
delivered in order to cause such Collateral Documents, guarantees,



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intercreditor agreements or related
documents to be consistent with this Agreement and the other Loan Documents) so long as, in each case, the Lenders shall have received
at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within
five (5) 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; provided that the consent of the Lenders or the Required Lenders, as the case may be,
shall not be required to make any such changes necessary to be made in connection with any borrowing of Incremental Loans, any
borrowing of Other Loans, any Extension or any borrowing of Replacement Loans and otherwise to effect the provisions of Section 2.14,
2.15 or 2.16 or the immediately succeeding paragraph of this Section 10.01, respectively; and


 


(F)     the
Borrower and the Administrative Agent may, without the input or consent of the other Lenders, (i) effect changes to any Mortgage
as may be necessary or appropriate in the opinion of the Collateral Agent and (ii) effect changes to this Agreement that are necessary
and appropriate to effect the offering process set forth in Section 2.05(1)(e).


 


(2)     In addition, notwithstanding
anything to the contrary contained in this Section 10.01, this Agreement may be amended with the written consent of the
Administrative Agent, the Borrower and the Lenders providing the Replacement Loans (as defined below) to permit the refinancing
of all outstanding Term Loans of any Class (“Replaced Loans”) with replacement term loans (“Replacement
Loans”) hereunder; provided that


 


(a)     the
aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Replaced Loans,
plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses incurred in connection
with such refinancing of Replaced Loans with such Replacement Loans and any other Incremental Amounts,


 


(b)     the
All-In Yield with respect to such Replacement Loans (or similar interest rate spread applicable to such Replacement Loans) shall
not be higher than the All-In Yield for such Replaced Loans (or similar interest rate spread applicable to such Replaced Loans)
immediately prior to such refinancing unless all Term Loans of the same Class as such Replaced Loans shall have been paid in full,
together with all accrued and unpaid interest thereon,


 


(c)     the
Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of
such Replaced Loans at the time of such refinancing, and


 


(d)     all
other terms (other than with respect to pricing, interest rate margins, fees, discounts, rate floors and prepayment or redemption
terms) applicable to such Replacement Loans shall either, at the option of the Borrower, (i) reflect market terms and conditions
(taken as a whole) at the time of incurrence of such Replacement Loans (as determined by the Borrower in good faith) or (ii) if
not otherwise consistent with the terms of such Replaced Loans, not be materially more restrictive to the Borrower (as determined
by the Borrower in good faith), when taken as a whole, than the terms of such Replaced Loans, except to the extent necessary to
provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately
prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant;
provided that, notwithstanding anything to the contrary contained herein, if any such terms of the Replacement Loans contain
a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously
Absent Financial Maintenance Covenant shall be included for the benefit of each Facility.


 


Each amendment to this
Agreement providing for Replacement Loans may, without the consent of any other Lenders, effect such amendments to this Agreement
and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the
Borrower to effect the provisions of this Section 10.01(2), and for the avoidance of doubt, this paragraph shall supersede
any other provisions in this Section 10.01 to the contrary.



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(3)     In addition, notwithstanding
anything to the contrary in this Section 10.01;


 


(a)     the
Guaranty, the Collateral Documents and related documents executed by Loan Parties in connection with this Agreement and the other
Loan Documents may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended
and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of
any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii)
to cure ambiguities or defects or (iii) to cause the Guaranty, Collateral Documents or other document to be consistent with this
Agreement and the other Loan Documents (including by adding additional parties as contemplated herein or therein); and


 


(b)     if
the Administrative Agent and the Borrower shall have jointly identified an obvious error (including an incorrect cross-reference)
or any error or omission of a technical or immaterial nature, in each case, in any provision of this Agreement or any other Loan
Document (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document), then the Administrative
Agent (acting in its sole discretion) and the Borrower or any other relevant Loan Party shall be permitted to amend such provision
and such amendment shall become effective without any further action or consent of any other party to any Loan Document. Notification
of such amendment shall be made by the Administrative Agent to the Lenders promptly upon such amendment becoming effective.


 


SECTION
10.02          
Notices and Other
Communications; Facsimile Copies.


 


(1)     General.
Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in
Section 10.02(2) below), all notices and other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and
other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as
follows:


 


(a)     if
to the Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified
for such Person on Schedule 10.02; and


 


(b)     if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire.


 


Notices and other communications
sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next succeeding Business
Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in
Section 10.02(2) below shall be effective as provided therein.


 


(2)     Electronic
Communication. Notices and other communications to the Lenders hereunder may be delivered or furnished by Electronic Systems
pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any
Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable
of receiving notices under such Article by Electronic Systems. The Administrative Agent or the Borrower (on behalf of the Loan
Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by Electronic Systems pursuant
to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


(3)     Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next succeeding Business Day for the recipient, and (ii) notices or communications



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posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available and identifying the website address therefor.


 


(4)     The Platform.
Any Electronic System used by the Administrative Agent (including THE PLATFORM)
IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY
OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF SUCH ELECTRONIC SYSTEMS, 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 ANY ELECTRONIC SYSTEMS. In no event shall the
Administrative Agent or any of its Agent-Related Persons or any Arranger (collectively, the “Agent Parties”)
or any Loan Party have any liability to the Borrower, any Lender, or any other Person for losses, claims, damages, liabilities
or expenses of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether
in tort, contract or otherwise), arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower
Materials through the Internet or any Electronic System, except to the extent that such losses, claims, damages, liabilities or
expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from (i) in
the case of any such liability of an Agent Party, the gross negligence, bad faith or willful misconduct of such Agent Party or
(ii) in the case of any such liability of a Loan Party, the gross negligence, bad faith or willful misconduct of such Loan Party
or its Related Persons; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender
or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 


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


 


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


 


SECTION
10.03          
No Waiver; Cumulative
Remedies. No failure by any Lender or any Agent to exercise, and no delay by any such Person
in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof;
nor shall any single or partial exercise of, or any abandonment or discontinuance of steps to enforce, any right, remedy, power
or privilege hereunder or under any other Loan Document 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, and provided under each other Loan
Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with



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Section 8.02 for the benefit
of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising
on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder
and under the other Loan Documents, (b) any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely
in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in
accordance with Section 10.10 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs
of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under
any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative
Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the
Administrative Agent pursuant to Section 8.02, (ii) the Required Revolving Facility Lenders shall have the rights otherwise
ascribed to the Administrative Agent pursuant to clause (b) to the first proviso to Section 8.02 and (iii) in addition
to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13,
any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by
the Required Lenders.


 


SECTION
10.04         
Costs and Expenses.
The Borrower agrees (a) if the Closing Date occurs and to the extent not paid or reimbursed on or prior to the Closing Date, to
pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses
of the Administrative Agent and the Arrangers incurred in connection with the preparation, negotiation, syndication, execution,
delivery and administration of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification
of the provisions hereof and thereof (in the case of any such modification, whether or not the transactions contemplated thereby
are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney
Costs of a single U.S. counsel and, if necessary, a single local counsel in each relevant or material jurisdiction, and (b) upon
presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrower, to pay or
reimburse the Administrative Agent, each Issuing Bank and the other Lenders, taken as a whole, promptly following a written demand
therefor for all documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies
under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including
any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Administrative Agent and the
Lenders taken as a whole (and, if necessary, one local counsel in any relevant material jurisdiction and solely in the case of
a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Credit Parties similarly
situated taken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments
and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within thirty (30) days
following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that,
if an Event of Default under Section 8.01(1) or 8.01(6) has occurred and is continuing, such amounts shall be payable on demand.
If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document,
such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.


 


SECTION
10.05          
Indemnification by
the Borrower. The Borrower shall indemnify and hold harmless the Agents, each Issuing Bank, each
other Lender, the Arrangers and their respective Related Persons (collectively, the “Indemnitees”) from and
against any and all losses, claims, damages, liabilities or expenses (including Attorney Costs, Environmental Claims and Environmental
Liabilities) to which any such Indemnitee may become subject arising out of, resulting from or in connection with (but limited,
in the case of legal fees and expenses, to the documented out-of-pocket fees, disbursements and other charges of one counsel to
all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each
relevant material jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction
to each group of affected Indemnitees similarly situated taken as a whole) any actual or threatened claim, litigation, investigation
or proceeding relating to the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement,
the other Loan Documents, the Loans, the Letters of Credit or the use, or proposed use of the proceeds therefrom (including any
refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), whether based on contract, tort or any other theory
(including any investigation of, preparation for, or defense of any pending or threatened claim, litigation, investigation or proceeding),
and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the



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“Indemnified Liabilities”);
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or expenses resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its
Related Indemnified Persons as determined by a final, non-appealable judgment of a court of competent jurisdiction, (y) a material
breach of any obligations under any Loan Document by such Indemnitee or any of its Related Indemnified Persons as determined by
a final, non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any
claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role
under any Loan Document and other than any claims involving any act or omission of the Borrower or any of its respective Affiliates
(as determined by a final, non-appealable judgment of a court of competent jurisdiction). To the extent that the undertakings to
indemnify and hold harmless set forth in this Section 10.05 may be unenforceable in whole or in part because they are
violative of any applicable Law or public policy, the Borrower shall contribute the maximum portion that they are permitted to
pay and satisfy under applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees
or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials
obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (except to the
extent such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the
willful misconduct, bad faith or gross negligence of such Indemnitee), nor shall any Indemnitee or any Loan Party have any liability
for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out
of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any
Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party for which such Indemnitee is otherwise
entitled to indemnification pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding
to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person,
whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or
under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within
thirty (30) days after written demand therefor; provided that, if an Event of Default under Section 8.01(1) or 8.01(6) has occurred
and is continuing, such amounts shall be payable on demand. The agreements in this Section 10.05 shall survive the
resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations. This Section 10.05 shall not apply to Taxes, except any Taxes
that represent losses or damages arising from any non-Tax claim. Notwithstanding the foregoing, each Indemnitee shall be obligated
to refund and return promptly any and all amounts paid by any Loan Party or any of its Affiliates under this Section 10.05
to such Indemnitee for any such fees, expenses or damages to the extent such Indemnitee is not entitled to payment of such amounts
in accordance with the terms hereof as determined by a final, non-appealable judgment of a court of competent jurisdiction.


 


SECTION
10.06          
Marshaling; Payments
Set Aside. None of the Agents or any Lender shall be under any obligation to marshal any assets
in favor of the Loan Parties or any other party or against or in payment of any or all of the Obligations. To the extent that any
payment by or on behalf of any Loan Party is made to any Agent or any Lender, or any Agent or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion)
to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise,
then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally
agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent,
plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Overnight
Bank Funding Rate from time to time in effect.


 


SECTION
10.07          
Successors and Assigns.


 


(a)     The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and registered
assigns permitted hereby, except that the Borrower may not, except as expressly permitted by Section 7.03, 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 no Lender
may assign or



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otherwise transfer any of its rights or
obligations hereunder (including to existing Lenders and their Affiliates) except (i) to an assignee in accordance with the provisions
of Section 10.07(b) (such an assignee, an “Eligible Assignee”) and (A) in the case of any Eligible Assignee
that, immediately prior to or upon giving effect to such assignment, is an Affiliated Lender, in accordance with the provisions
of Section 10.07(h) or (B) in the case of any Eligible Assignee that is the Borrower or any Subsidiary of the Borrower,
in accordance with the provisions of Section 10.07(l), (ii) by way of participation in accordance with the provisions
of Section 10.07(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of
Section 10.07(f), or (iv) to an SPC in accordance with the provisions of Section 10.07(g) (and any other
attempted assignment or transfer by any party hereto shall be null and void (or in the case of any such attempted assignment or
transfer to a Disqualified Institution shall be subject to the provisions set forth in the fourth sentence of the definition of
“Lender”). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(d)
and, to the extent expressly contemplated hereby, Related Persons of each of the Administrative Agent and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)     Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b),
participations in L/C Obligations) at the time owing to it); provided that any such assignment shall be subject to the following
conditions:


 


(i)      Minimum
Amounts.


 


(A)     in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing
to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund (including, for purposes of clarity,
any assignment from Goldman Sachs Bank USA to Goldman Sachs Lending Partners LLC), no minimum amount need be assigned; and


 


(B)     in
any case not described in subsection (b)(i)(A) of this Section 10.07, the aggregate amount of the Commitment
or, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the
date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade
Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000, in the case
of Term Loans, and not less than $2,500,000, in the case of Revolving Loans and Revolving Commitments, unless each of the Administrative
Agent and, so long as no Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6)
has occurred and is continuing, the Borrower otherwise consents (in the case of an assignment of Term Loans, each such consent
not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee
Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and
members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has
been met.


 


(ii)     Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loans or the Commitment assigned (it being understood that assignments
under separate Facilities shall not be required to be made on a pro rata basis).


 


(iii)     Required
Consents. No consent shall be required for any assignment except to the extent required by Section 10.07(b)(i)(B)
and, in addition:


 


(A)     the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing
at the time of such assignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date
or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund (which, in the case of any assignment of Revolving



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Loans and/or Revolving Commitments,
must be a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund of a Revolving Lender for the purposes of the
consent exclusion set forth in this subclause (2)); provided that the Borrower shall be deemed to have consented to any
assignment unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after
having received notice of a failure to respond to such request for assignment; provided, further, that no
consent of the Borrower shall be required for an assignment of all or a portion of the Loans or Commitments pursuant to Section 10.07(h)
or (l);


 


(B)     the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment
is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; provided that
no consent of the Administrative Agent shall be required for an assignment of all or a portion of the Loans pursuant to Section 10.07
(h) or (l); and


 


(C)     the
consent of each applicable Issuing Bank at the time of such assignment (such consent not to be unreasonably withheld or delayed)
shall be required; provided that no consent of the applicable Issuing Bank shall be required for any assignment not related
to Revolving Commitments or Revolving Exposure.


 


(iv)     Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption
via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent,
manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced
in the sole discretion of the Administrative Agent). Other than in the case of assignments pursuant to Section 10.07(l),
the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and
all applicable tax forms.


 


(v)     No
Assignments to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Subsidiaries
except as permitted under Sections 2.05(1)(e) and 10.07(l), (B) subject to Sections 10.07(h) and (l)
below, to any Affiliate of the Borrower, (C) to a natural person, (D) to any Disqualified Institution or (E) to any Defaulting
Lender.


 


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


 


Subject to acceptance
and recording thereof by the Administrative Agent pursuant to clause (c) of this Section 10.07 (and, in
the case of an Affiliated Lender or a Person that, after giving effect to such assignment, would become an Affiliated Lender, to
the requirements of clause (h) of this Section 10.07), from and after the effective date specified in each
Assignment and Assumption, other than in connection with an assignment pursuant to Section 10.07(l), (x) the assignee
thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and (y) the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender
shall



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cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to
facts and circumstances occurring prior to the effective date of such assignment), but shall in any event continue to be subject
to Section 10.09. Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense)
shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with Section 10.07(d).


 


EACH LENDER HEREBY
ACKNOWLEDGES THAT THE BORROWER OR ANY OF ITS SUBSIDIARIES, ANY AFFILIATED LENDER MAY FROM TIME TO TIME PURCHASE OR TAKE ASSIGNMENT
OF TERM LOANS HEREUNDER IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THIS AGREEMENT, INCLUDING PURSUANT TO SECTION 2.05
AND THIS SECTION 10.07 (INCLUDING THROUGH OPEN MARKET PURCHASES).


 


(c)     The Administrative
Agent, acting solely 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 Assumption delivered to it, each Affiliated Lender Assignment and Assumption delivered to
it, each notice of cancellation of any Loans delivered by the Borrower pursuant to subsections (h) or (l) below,
and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and
related interest amounts) of the Loans, L/C Obligations (specifying Unreimbursed Amounts), L/C Borrowings and amounts due under
Section 2.03, 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 Agents 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 the Loan
Documents, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and,
with respect to its own Loans, any Lender, at any reasonable time and from time to time upon reasonable prior notice. This Section 10.07(c)
and Section 2.11 shall be construed so that all Loans are at all times maintained in “registered form”
within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or any other relevant
or successor provisions of the Code or of such Treasury regulations). Notwithstanding the foregoing, in no event shall the Administrative
Agent be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender, nor shall the Administrative
Agent be obligated to monitor the aggregate amount of the Term Loans or Incremental Term Loans held by Affiliated Lenders.


 


(d)     Any Lender may
at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person, the Borrower and its Affiliates, a Defaulting Lender or a Disqualified Institution) (each, a “Participant”)
in all or a portion of such Lender’s rights or obligations under this Agreement (including all or a portion of its Commitment
or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of
this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso
to Section 10.01(1) (other than clauses (g), (h) and (i) thereof) that directly and adversely
affects such Participant. Subject to subsection (e) of this Section 10.07, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.01 (subject to the requirements of Section 3.01 (including subsections
(2), (3) and (4), as applicable) as though it were a Lender; provided that any forms required to be provided
under Section 3.01(3) shall be provided solely to the participating Lender), 3.04 and 3.05 (through the applicable
Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this
Section 10.07. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.10
as though it were a Lender; provided that such Participant shall agree to be subject to Section 2.13 as though
it were a Lender.


 


(e)     Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01,
3.04 or 3.05 than the applicable Lender would have been entitled to receive



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with respect to the participation sold
to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.
Each Lender that sells a participation shall (acting solely for this purpose as a non-fiduciary agent of the Borrower) maintain
a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued
thereunder on which is entered the name and address of each Participant and the principal amounts (and related 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 and the Borrower 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; provided that no Lender shall have the obligation to disclose all or a portion
of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest
in any commitments, loans, letters of credit or other obligations under any Loan Document) to any Person except to the extent such
disclosure is necessary to establish that any such commitments, loans, letters of credit or other obligations are in registered
form for U.S. federal income tax purposes or such disclosure is otherwise required under Treasury Regulations Section 5f.103-1(c).
For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibilities for
maintaining a Participant Register.


 


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


 


(g)     Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding
vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an
“SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated
to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any
Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender
shall be obligated to make such Loan pursuant to the terms hereof and (iii) such SPC and the applicable Loan or any applicable
part thereof shall be appropriately reflected in the Participant Register. Each party hereto hereby agrees that (i) neither the
grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change
the obligations of the Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or
3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender
would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other
modification of any provision of any Loan Document, remain the Lender hereunder. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative
Agent and with the payment of a processing fee of $3,500 (which processing fee may be waived by the Administrative Agent in its
sole discretion), assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and
(ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial
paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.


 


(h)     Any Lender may
at any time, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to a Person
who is or will become, after such assignment, an Affiliated Lender through (x) Dutch auctions (subject to a customary representation
as to material non-public information) or other offers to purchase or take by assignment open to all applicable Lenders on a pro
rata basis in accordance with procedures determined by such Affiliated Lender in its sole discretion or (y) open market
purchase on a non-pro rata basis, in each case subject to the following limitations:


 


(i)     Affiliated
Lenders will not (A) receive information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted
to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than
the right to receive notices of prepayments and other administrative notices in respect of its Loans or Commitments required to



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be delivered to Lenders pursuant
to Article II or (B) make any challenge to the Administrative Agent’s or any other Lender’s attorney-client
privilege on the basis of its status as a Lender;


 


(ii)     [reserved];


 


(iii)     each
Lender (other than any other Affiliated Lender) that assigns any Loans to an Affiliated Lender pursuant to clause (y)
above shall deliver to the Administrative Agent and the Borrower a customary Big Boy Letter;


 


(iv)     the
aggregate principal amount of Term Loans of any Class under this Agreement held by Affiliated Lenders at the time of any such purchase
or assignment shall not exceed 25% of the aggregate principal amount of Term Loans of such Class outstanding at such time under
this Agreement (such percentage, the “Affiliated Lender Cap”); provided that to the extent any assignment
to an Affiliated Lender would result in the aggregate principal amount of all Term Loans of any Class held by Affiliated Lenders
exceeding the Affiliated Lender Cap, the assignment of such excess amount will be void ab initio;


 


(v)     as
a condition to each assignment pursuant to this subsection (h), the Administrative Agent and the Borrower shall have
been provided a notice in connection with each assignment to an Affiliated Lender or a Person that upon effectiveness of such assignment
would constitute an Affiliated Lender pursuant to which such Affiliated Lender (in its capacity as such) shall waive any right
to bring any action in connection with such Loans against the Administrative Agent, in its capacity as such; and


 


(vi)     the
assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall execute and deliver to the Administrative
Agent an assignment agreement substantially in the form of Exhibit D-2 hereto (an “Affiliated Lender Assignment
and Assumption”).


 


Notwithstanding anything
to the contrary contained herein, any Affiliated Lender that has purchased Term Loans pursuant to this subsection (h) may,
in its sole discretion, contribute, directly or indirectly, the principal amount of such Term Loans or any portion thereof,
plus all accrued and unpaid interest thereon, to the Borrower for the purpose of cancelling and extinguishing such Term Loans.
Upon the date of such contribution, assignment or transfer, (x) the aggregate outstanding principal amount of Term Loans shall
reflect such cancellation and extinguishing of the Term Loans then held by the Borrower and (y) the Borrower shall promptly provide
notice to the Administrative Agent of such contribution of such Term Loans, and the Administrative Agent, upon receipt of such
notice, shall reflect the cancellation of the applicable Term Loans in the Register.


 


Each Affiliated Lender
agrees to notify the Administrative Agent and the Borrower promptly (and in any event within ten (10) Business Days) if it acquires
any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent and the Borrower promptly (and in any
event within ten (10) Business Days) if it becomes an Affiliated Lender. The Administrative Agent may conclusively rely upon any
notice delivered pursuant to the immediately preceding sentence or pursuant to clause (v) of this subsection (h)
and shall not have any liability for any losses suffered by any Person as a result of any purported assignment to or from an Affiliated
Lender.


 


(i)     Notwithstanding
anything in Section 10.01 or the definition of “Required Lenders”, or “Required Facility Lenders”
to the contrary, for purposes of determining whether the Required Lenders and Required Facility Lenders (in respect of a Class
of Term Loans) have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect
to any of the terms of any Loan Document or any departure by any Loan Party therefrom, or subject to Section 10.07(j),
any plan of reorganization pursuant to the U.S. Bankruptcy Code, (ii) otherwise acted on any matter related to any Loan Document,
or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action)
with respect to or under any Loan Document, no Affiliated Lender shall have any right to consent (or not consent), otherwise act
or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action and, except with respect
to any amendment, modification, waiver, consent or other action (x) in Section 10.01 requiring the consent of all Lenders,
all Lenders directly and adversely affected or specifically such Lender, (y) that alters an Affiliated Lender’s pro rata
share of any payments given to all Lenders, or (z) affects the Affiliated Lender (in its capacity as a Lender) in a manner
that is disproportionate to the effect on any Lender in the same Class, the Loans held by an Affiliated Lender shall be disregarded
in both the numerator and denominator in the calculation of any



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Lender vote (and shall be deemed to have
been voted in the same percentage as all other applicable Lenders voted if necessary to give legal effect to this paragraph) (but,
in any event, in connection with any amendment, modification, waiver, consent or other action, shall be entitled to any consent
fee, calculated as if all of such Affiliated Lender’s Loans had voted in favor of any matter for which a consent fee or similar
payment is offered).


 


(j)     Notwithstanding
anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that, and each Affiliated
Lender Assignment and Assumption shall provide a confirmation that, if a proceeding under any Debtor Relief Law shall be commenced
by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably
authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held
by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs
such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the
Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole
discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization
to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a disproportionately
adverse manner than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated Lenders.


 


(k)     [Reserved].


 


(l)     Any Lender may,
so long as no Event of Default has occurred and is continuing, at any time, assign all or a portion of its rights and obligations
with respect to Term Loans under this Agreement to the Borrower or any Subsidiary of the Borrower through (x) Dutch auctions or
other offers to purchase open to all Lenders on a pro rata basis in accordance with procedures of the type described in
Section 2.05(1)(e) or (y) open market purchases on a non-pro rata basis; provided that:


 


(i)     (x)
if the assignee is a Subsidiary of the Borrower, upon such assignment, transfer or contribution, the applicable assignee shall
automatically be deemed to have contributed or transferred the principal amount of such Term Loans, plus all accrued and
unpaid interest thereon, to the Borrower; or (y) if the assignee is the Borrower (including through contribution or transfers set
forth in clause (x)), (a) the principal amount of such Term Loans, along with all accrued and unpaid interest thereon,
so contributed, assigned or transferred to the Borrower shall be deemed automatically cancelled and extinguished on the date of
such contribution, assignment or transfer, (b) the aggregate outstanding principal amount of Term Loans of the remaining Lenders
shall reflect such cancellation and extinguishing of the Term Loans then held by the Borrower and (c) the Borrower shall promptly
provide notice to the Administrative Agent of such contribution, assignment or transfer of such Term Loans, and the Administrative
Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Loans in the Register;


 


(ii)     [reserved];


 


(iii)     each
Lender (other than an Affiliated Lender) that assigns any Loans to the Borrower or any Subsidiary of the Borrower pursuant to clause (y)
above shall deliver to the Administrative Agent and the Borrower a customary Big Boy Letter; and


 


(iv)     purchases
of Term Loans pursuant to this subsection (l) may not be funded with the proceeds of Revolving Loans.


 


(m)     Notwithstanding
anything to the contrary contained herein, without the consent of the Borrower or the Administrative Agent, (1) any Lender may
in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any,
held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and
the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for
such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with
the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations
under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under



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the Loan Documents even though such trustee
may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.


 


(n)     The Administrative
Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance
with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative
Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender
or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation
of Loans or Commitments, or disclosure of confidential information, to, or the restrictions on any exercise of rights or remedies
of, any ‎Disqualified Institution.


 


SECTION
10.08          
Resignation of Issuing
Bank. Notwithstanding anything to the contrary contained herein, any Issuing Bank may, upon thirty
(30) days’ notice to the Borrower and the Revolving Lenders, resign as an Issuing Bank so long as on or prior to the expiration
of such 30-day period with respect to such resignation, the relevant Issuing Bank shall have identified a successor Issuing
Bank reasonably acceptable to the Borrower willing to accept its appointment as successor Issuing Bank. In the event of any such
resignation of an Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment
a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect
the resignation of the relevant Issuing Bank except as expressly provided above. If an Issuing Bank resigns as an Issuing Bank,
it shall retain all the rights and obligations of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as
of the effective date of its resignation as an Issuing Bank and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(3)).


 


SECTION
10.09          
Confidentiality.
Each of the Agents, the Arrangers, the Lenders and each Issuing Bank agrees to maintain the confidentiality of the Information
in accordance with its customary procedures (as set forth below), except that Information may be disclosed (a) to its Affiliates
and to its and its Affiliates’ respective partners, directors, officers, employees, legal counsel, independent auditors,
agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed
of the confidential nature of such Information and instructed to keep such Information confidential, with such Affiliate being
responsible for such Person’s compliance with this Section 10.09; provided, however, that such
Agent, Arranger, Lender or Issuing Bank, as applicable, shall be principally liable to the extent this Section 10.09
is violated by one or more of its Affiliates or any of its or their respective employees, directors or officers), (b) to the extent
requested by any Governmental Authority purporting to have jurisdiction over it (including any self-regulatory authority, such
as the National Association of Insurance Commissioners); provided, however, that each Agent, each Arranger, each
Lender and each Issuing Bank agrees to notify the Borrower promptly thereof (except with respect to any audit or examination conducted
by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory
authority) to the extent practicable and it is legally permitted to do so, (c) to the extent required by applicable laws or regulations
or by any subpoena or compulsory legal process or otherwise as required by applicable Law or regulation or as requested by a Governmental
Authority; provided that such Agent, such Arranger, such Lender or such Issuing Bank, as applicable, agrees that to the
extent practicable it will notify the Borrower as soon as practicable in the event of any such disclosure by such Person (except
with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental or regulatory
authority exercising examination or regulatory authority) unless such notification is prohibited by law, rule or regulation, (d)
to any other party hereto, (e) subject to an agreement containing provisions at least as restrictive as those of this Section 10.09,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under
this Agreement or any Eligible Assignee (or its agent) invited to be an Additional Lender (other than a Disqualified Institution)
or (ii) with the prior consent of the Borrower, any actual or prospective direct or indirect counterparty (or its advisors) (other
than a Disqualified Institution) to any swap or derivative transaction relating to the Borrower, any of its Subsidiaries or the
Public Parent or any of their respective obligations; provided that such disclosure shall be made subject to the acknowledgment
and acceptance by such prospective Lender, Participant or Eligible Assignee that such Information is being disseminated on a confidential
basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to the Borrower, the Agents
and the Arrangers, including as set forth in any confidential information memorandum or other marketing materials) in accordance
with the standard syndication process of the Agents and the Arrangers or market standards for dissemination of such type of information
which



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shall in any event require “click through” or other affirmative action on the part of the recipient to access
such confidential information, (f) for purposes of establishing a “due diligence” defense, (g) on a confidential basis
to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder,
(ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market
identifiers with respect to the credit facilities provided hereunder, or (iii) service providers to the Agents, the Arrangers and
the Lenders in connection with the administration, settlement and management of this Agreement and the credit facilities provided
hereunder, (h) with the consent of the Borrower, (i) to the extent such Information (x) becomes publicly available other than as
a result of a breach by any Person of this Section 10.09 or any other confidentiality provision in favor of any Loan
Party, (y) becomes available to any Agent, any Arranger, any Lender, any Issuing Bank or any of their respective Affiliates on
a nonconfidential basis from a source other than the Public Parent, the Borrower or any Subsidiary thereof, and which source is
not known by such Agent, such Lender, such Issuing Bank or the applicable Affiliate to be subject to a confidentiality restriction
in respect thereof in favor of any Parent Company, the Borrower or any Affiliate thereof or (z) is independently developed by the
Agents, the Lenders, the Issuing Banks, the Arrangers or their respective Affiliates, in each case, so long as not based on information
obtained in a manner that would otherwise violate this Section 10.09, (j) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document
or the enforcement of rights hereunder or thereunder or (k) with respect to the existence of this Agreement and the Facilities
and information about the Facilities (including the closing date, size, type, purpose of, and parties to, the Facilities), to market
data collectors, such as league table, or other service providers to the lending industry.


 


For purposes of this
Section 10.09, “Information” means all information received from any Loan Party or any Subsidiary
thereof relating to any Loan Party or any Subsidiary or Affiliate thereof or their respective businesses, other than any such information
that is available to any Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by any Loan Party
or any Subsidiary or Affiliate thereof; it being understood that no information received from or on behalf of any Loan Party after
the date hereof shall be deemed nonconfidential on account of such information not being clearly identified at the time of delivery
as being confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.09
shall be considered to have complied with its obligation to do so in accordance with its customary procedures if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information.


 


Each Agent, each Arranger,
each Lender and each Issuing Bank acknowledges that (a) the Information may include trade secrets, protected confidential information,
or material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance
procedures regarding the use of such information and (c) it will handle such information in accordance with applicable Law, including
United States Federal and state securities Laws and to preserve its trade secret or confidential character.


 


The respective obligations
of the Agents, the Arrangers, the Lenders and any Issuing Bank under this Section 10.09 shall survive, to the extent
applicable to such Person, for a period of two years with respect to such Person after the earlier of: (x) the payment in full
of the Obligations and the termination of this Agreement, (y) any assignment of such Person’s rights and obligations under
this Agreement and (z) if such Person is an Agent or Issuing Bank, the resignation or removal of such Agent or Issuing Bank.


 


SECTION
10.10          
Setoff.
If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time
and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by
applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or such Issuing Bank to
or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party then due and payable
under this Agreement or any other Loan Document to such Lender or such Issuing Bank, irrespective of whether or not such Lender
or such Issuing Bank shall have made any demand under this Agreement or any other Loan Document; provided that in the event
that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to
the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such
payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent, the Issuing Banks, and the



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Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.
The rights of each Lender and each Issuing Bank under this Section 10.10 are in addition to other rights and remedies
(including other rights of setoff) that such Lender or such Issuing Bank may have. Each Lender and each Issuing Bank agrees to
notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure
to give such notice shall not affect the validity of such setoff and application.


 


SECTION
10.11          
Interest Rate Limitation.
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).
If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied
to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted
by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b)
exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts
the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


SECTION
10.12          
Counterparts; Integration;
Effectiveness. This Agreement and each of the other Loan Documents may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements
with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together,
bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement
by facsimile or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed
counterpart of this Agreement.


 


SECTION
10.13          
Electronic Execution
of Assignments and Certain Other Documents. The words “delivery”, “execution”,
“execute”, “signed”, “signature”, and words of like import in or related to any document to
be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and
Assumptions, amendments or other modifications, Committed Loan Notices, waivers and consents) shall be deemed to include electronic
signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative
Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.


 


SECTION
10.14          
Survival of Representations
and Warranties. All representations and warranties made hereunder and in any other Loan Document
or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery
hereof and thereof and the making of any Loans and issuance of any Letters of Credit. Such representations and warranties have
been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied.


 


SECTION
10.15          
Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions.



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The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


SECTION
10.16          
GOVERNING LAW.



 


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


 


(b)     THE BORROWER,
THE ADMINISTRATIVE AGENT AND EACH LENDER EACH IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES
DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF
THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH
OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HERETO AGREES THAT THE AGENTS AND
LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY OR
ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS OR REMEDIES UNDER ANY COLLATERAL
DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT.


 


(c)     THE BORROWER,
THE ADMINISTRATIVE AGENT AND EACH LENDER EACH IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION 10.16. EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


SECTION
10.17          
WAIVER OF RIGHT
TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.17.


 


SECTION
10.18          
Binding Effect.
This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and the Administrative
Agent shall have been notified by each Lender that each such Lender has executed it and thereafter shall be binding upon and inure
to the benefit of the Borrower, each Agent, each Lender, each other party hereto and their respective successors and assigns.


 


SECTION
10.19          
Lender Action.
Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy
against any Loan Party under any of the Loan



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Documents or the Secured Hedge Agreements (including the exercise of any right of
setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or
proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan
Party, without the prior written consent of the Administrative Agent; provided, however, that the foregoing shall not prohibit
(a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Bank from exercising the rights
and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents (c)
any Lender from exercising setoff rights in accordance with Section 10.10 (subject to the terms of Section 2.13), or (d) any Lender
from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to
any Loan Party under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative
Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the
Administrative Agent pursuant to Section 8.02, (ii) the Required Revolving Facility Lenders shall have the rights otherwise ascribed
to the Administrative Agent pursuant to clause (b) to the first proviso to Section 8.02 and (iii) in addition to the
matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent
of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. The provision
of this Section 10.19 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense
available to, any Loan Party.


 


SECTION
10.20          
Use of Name, Logo,
etc. Each Loan Party consents to the publication in the ordinary course by Administrative Agent
and/or the Arrangers of customary advertising material relating to the financing transactions contemplated by this Agreement using
such Loan Party’s name, product photographs, logo or trademark; provided that any such material shall be provided
to the Borrower for its review a reasonable period of time in advance of publication. Such consent shall remain effective until
revoked by the Borrower in writing to the Administrative Agent and the Arrangers.


 


SECTION
10.21          
USA PATRIOT Act.
Each Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record
information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA
PATRIOT Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation
and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under
applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.


 


SECTION
10.22          
Service of Process.
EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


SECTION
10.23          
No Advisory or Fiduciary
Responsibility. In connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower’, on behalf
of itself and the other Loan Parties, acknowledges and agrees that (i)(A) the arranging and other services regarding this Agreement
and the other Loan Documents provided by the Agents, the Arrangers and the Lenders are arm’s-length commercial transactions
between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other
hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (C) each of the Borrower and the other Loan Parties is capable of evaluating, and
understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;
(ii)(A) each Agent, Arranger and Lender is and has been acting solely as a principal and, except as expressly agreed in writing
by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any
of its Affiliates, or any other Person and (B) none of the Agents, the Arrangers nor any Lender has any obligation to the Borrower
or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein
and in the other Loan Documents; and (iii) the Agents, the Arrangers, the Lenders and their respective Affiliates may be engaged
in a



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broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of
the Agents, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates.
To the fullest extent permitted by law, the Borrower, on behalf of itself and the other Loan Parties, hereby waives and releases
any claims that it may have against the Agents, the Arrangers or any Lender with respect to any breach or alleged breach of agency
or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Loan Party, each Lender and the Issuing
Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments
in, make other loans to or have other relationships with, any of the Loan Parties and their respective Affiliates.


 


SECTION
10.24          
Release of Collateral
and Guarantee Obligations; Subordination of Liens.


 


(a)     The Lenders and
the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan
Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon
the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted
hereunder (including any sale or other transfer of Loans Held For Sale and any sale or other transfer in connection with any Receivables
Financing Transaction or any Qualified Securitization Facility)) to any Person other than another Loan Party, to the extent such
sale, transfer 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 Loan Party upon its reasonable request without further inquiry), (iii) to
the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan 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 Section 10.01), (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 Guaranty (in accordance with the second succeeding sentence), (vi) as required by the Collateral Agent to effect any
sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant
to the Collateral Documents and (vii) to the extent such Collateral otherwise becomes Excluded Assets. 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 Loan Parties in respect of) all interests retained by the Loan 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 Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree
that any Guarantor shall be released from its Guaranty upon consummation of any transaction permitted hereunder resulting in such
Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary. The Lenders and the Issuing
Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments,
documents, consents, acknowledgements, and agreements necessary or desirable to evidence or 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
or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral
or Guarantor shall no longer be deemed to be repeated.


 


(b)     Notwithstanding
anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request
of the Borrower, the Administrative Agent or Collateral Agent, as applicable, shall (without notice to, or vote or consent of,
any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all
obligations under any Loan Document (other than obligations that expressly survive the termination of the Commitments and repayment
of the Obligations, whether or not on the date of such release there may be any (i) Hedging Obligations in respect of any Secured
Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (iii) contingent obligations
not then due and (iv) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized,
backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement
reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision
that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed
thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all
as though such payment had not been made.



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(c)     Notwithstanding
anything to the contrary contained herein or in any other Loan Document, upon written request of the Borrower in connection with
any Liens permitted by the Loan Documents, the Administrative Agent or Collateral Agent, as applicable, shall (without notice to,
or vote or consent of, any Secured Party) take such actions as shall be required to subordinate the Lien on any Collateral to any
Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.


 


SECTION
10.25          
Acknowledgement and
Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in
any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges
that any liability of any Credit Party that is an EEA Financial Institution arising under any Loan Document, to the extent such
liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents
to, and acknowledges and agrees to be bound by:


 


(a)     the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Credit Party that is an EEA Financial Institution; and


 


(b)     the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)     a reduction in full
or in part or cancellation of any such liability;


 


(ii)     a conversion of all,
or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity,
or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership
will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


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


 


SECTION
10.26          
MIRE Events.
In connection with any amendment to this Agreement pursuant to which any increase, extension or renewal of Loans and/or Commitments
is contemplated, the Borrower shall cause to be delivered to the Administrative Agent for any Mortgaged Property, a completed “life
of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination and for any Mortgaged Property with
a building in a special flood hazard area, an acknowledgment by the applicable Loan Party, and evidence of flood insurance, as
may be required pursuant to the Flood Insurance Laws. 


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK.]



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


 





	 	GreenSky Holdings, LLC, as the Borrower	 
	 	 	 	 
	 	By: 	/s/ Steven E. Fox	 
	 	 	Name: Steven E. Fox	 
	 	 	Title:  Executive Vice President and Chief Legal Officer



 


[Signature Page to Credit Agreement – GreenSky Holdings, LLC]




    	 



    	



    


 





	 	JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent	 
	 	 	 	 
	 	By:	/s/ William R. Doolittle	 
	 	 	Name: William R. Doolittle	 
	 	 	Title: Executive Director	 
	 	 	 	 
	 	JPMorgan Chase Bank, N.A., as Issuing Bank, Revolving Lender and Term Lender	 
	 	 	 	 
	 	By:	/s/ William R. Doolittle	 
	 	 	Name: William R. Doolittle	 
	 	 	Title: Executive Director	 
	 	 	 	 
	 	Goldman Sachs Bank USA, as Revolving Lender	 
	 	 	 	 
	 	By:	/s/ Thomas M. Manning	 
	 	 	Name: Thomas M. Manning	 
	 	 	Title: Authorized Signatory	 
	 	 	 	 
	 	Fifth Third Bank, as Revolving Lender	 
	 	 	 	 
	 	By:	/s/ Ryan Dixon	 
	 	 	Name: Ryan Dixon	 
	 	 	Title: Vice President	 




 


[Signature Page to Credit Agreement – GreenSky Holdings, LLC]