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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported)
May 8, 2024
OPTION
CARE HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-11993 |
05-0489664 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS
Employer Identification Number) |
3000 Lakeside Dr. Suite 300N, Bannockburn, IL 60015 |
(Address
of principal executive offices) |
(312) 940-2443
(Registrant's
telephone number, including area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ¨ | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ¨
Securities registered pursuant to Section 12(b) of
the Act:
Title of each Class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common
Stock, $0.0001 par value per share |
|
OPCH |
|
Nasdaq Global Select Market |
Item 1.01. Entry into a Material Definitive Agreement
On May 8, 2024,
Option Care Health Inc. (the “Company”) entered into that certain Third Amendment to Amended and Restated First
Lien Credit Agreement (the “Amendment”), by and among the Company, as borrower, certain subsidiaries of the
Company party thereto, each Existing Term Lender party thereto, the Replacement Lender, the 2024 Incremental Term Lender and Bank of
America, N.A., as administrative agent (the “Agent”), which amends that certain Amended and Restated First Lien
Credit Agreement, dated as of October 27, 2021 (as amended by that certain First Amendment to Amended and Restated First Lien Credit
Agreement, dated as of June 8, 2023, that certain Second Amendment to Amended and Restated First Lien Credit Agreement, dated as of
December 7, 2023, and the Amendment, the “Credit Agreement”), by and among the Company, as borrower, certain
subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto and
the Agent. The Amendment, among other things, (i) reduces the interest rate on the Term B Loans thereunder from Term SOFR (including
a credit spread adjustment) plus 2.75% to Term SOFR plus 2.25% and removes the credit spread adjustment with respect to such Term B
Loans, and (ii) provides for incurrence of incremental term loans in the aggregate principal amount of $50,000,000, which bear
interest at the same interest rate as provided in the foregoing clause (i).
The foregoing description
of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached to
this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference. Capitalized
terms used in this Item 1.01 but not defined herein have the meaning assigned to such terms in the Amendment or the Credit Agreement,
as applicable.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number |
|
Exhibit Description |
10.1 |
|
Third Amendment to Amended and Restated First Lien Credit Agreement, dated as of May 8, 2024, by and among Option Care Health, Inc. (f/k/a BioScrip, Inc.), a Delaware corporation, as borrower, each other Loan Party (as defined in therein) party thereto, each Existing Term Lender (as defined therein) party thereto, the Replacement Lender (as defined therein), the 2024 Incremental Term Lender (as defined therein) and Bank of America, N.A., as administrative agent. |
104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
Option Care Health, Inc. |
|
|
|
|
Date: |
May 10, 2024 |
By: |
/s/ Michael Shapiro |
|
|
|
Michael Shapiro |
|
|
|
Chief Financial Officer |
Exhibit 10.1
THIRD
AMENDMENT TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT
This THIRD AMENDMENT TO AMENDED
AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of May 8, 2024 (this “Amendment”), among Option Care Health, Inc.
(f/k/a BioScrip, Inc.), a Delaware corporation (the “Parent Borrower” and a “Borrower”), each
other Loan Party party hereto, each Existing Term Lender (as defined below), the Replacement Lender (as defined below), the 2024 Incremental
Term Lender (as defined below) and Bank of America, N.A., as administrative agent (in such capacity, the “Agent”).
WHEREAS, the Parent
Borrower, the other Loan Parties from time to time party thereto, the Lenders (as defined therein) from time to time party thereto, and
the Agent are parties to that certain Amended and Restated First Lien Credit Agreement, dated as of October 27, 2021 (as amended
by that certain First Amendment to Amended and Restated First Lien Credit Agreement, dated as of June 8, 2023, that certain Second
Amendment to Amended and Restated First Lien Credit Agreement, dated as of December 7, 2023, and as amended, restated, amended and
restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, the Existing
Credit Agreement as amended hereby and as further amended, restated, amended and restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”); capitalized terms used herein without definition shall have the same meanings herein
as set forth in the Credit Agreement after giving effect to this Amendment;
WHEREAS, on the date
hereof, there are outstanding Term B Loans (the “Existing Term Loans”) in an aggregate principal amount of $586,500,000.
WHEREAS, subject to
the conditions set forth in Section III hereof, the Parent Borrower has requested that the Term Lenders holding Term B Loans
(such Term Lenders under the Existing Credit Agreement immediately prior to the Amendment No. 3 Effective Date (as defined below),
including the Replacement Lender, the “Existing Term Lenders”), agree to amend certain provisions of the Credit Agreement
as provided for in Section I hereof;
WHEREAS, each Existing
Term Lender under the Existing Credit Agreement immediately prior to the Amendment No. 3 Effective Date (as defined below) that executes
and delivers a consent to this Amendment in the form of the “Term Lender Consent” attached to that certain Memorandum posted
to the Lenders on Syndtrak on April 24, 2024 (a “Term Lender Consent”) and selects Option(i) or Option(ii) thereunder
(the “Consenting Term Lenders”) either through (i) the cashless settlement option (lenders choosing this option,
the “Converting Term Lenders”) or (ii) the assignment settlement option (lenders choosing this option, the “Non-Converting
Term Lenders”) thereby agrees to the terms and conditions of this Amendment and after the Amendment No. 3 Effective Date
will exchange the Existing Term Loans held by it immediately prior to the Amendment No. 3 Effective Date for new term loans governed
by the terms of the Credit Agreement as amended hereby (the “Replacement Term Loans”, which, notwithstanding anything
to the contrary herein, shall continue to constitute Term B Loans for all purposes of the Credit Agreement as amended hereby and the other
Loan Documents);
WHEREAS, Bank of America,
N.A., agrees to act as fronting bank for the syndication of the Replacement Term Loans (in such capacity, the “Replacement Lender”),
and the Replacement Lender will purchase, and the applicable Existing Term Lenders will sell to the Replacement Lender, immediately prior
to effectiveness of this Amendment, (i) Existing Term Loans of the Non-Converting Term Lenders and (ii) Existing Term Loans
of the Non-Consenting Lenders (as defined below);
WHEREAS, Bank of America,
N.A. and JPMorgan Chase Bank, N.A. are acting as joint lead arrangers and joint bookrunners for the Replacement Loans, the Existing Term
Loans of the Non-Consenting Lenders and the 2024 Incremental Term Loans.
WHEREAS, in accordance
with the provisions of Section 2.14 of the Existing Credit Agreement, the Parent Borrower wishes to amend the Existing Credit Agreement
to enable the Parent Borrower to incur new Incremental Term Loans (the “2024 Incremental Term Loans”, and the
Lenders with respect to the 2024 Incremental Term Loans, the “2024 Incremental Term Lenders”) in an aggregate
principal amount equal to $50,000,000 on the terms and conditions as set forth herein; and
WHEREAS, the Parent
Borrower, each other Loan Party, the Agent, each of the Existing Term Lenders (which constitute all of the Term Lenders immediately prior
to giving effect to the incurrence of the 2024 Incremental Term Loans), wish to amend the Existing Credit Agreement as set forth in Section I
hereof.
NOW, THEREFORE,
in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I. AMENDMENTS
TO Existing CREDIT AGREEMENT
Subject to the satisfaction
(or waiver) of the conditions precedent set forth in Section III hereof, the Parent Borrower, the Loan Parties, the Agent
and each of the Existing Term Lenders hereby agree to the amendments to the Existing Credit Agreement as set forth below:
A. Credit
Agreement. The Existing Credit Agreement is amended to delete the red stricken text (indicated textually in the same manner as the
following example: stricken text) and to add the blue double-underlined text (indicated
textually in the same manner as the following example: double-underlined
text) as set forth in the Credit Agreement attached as Exhibit A hereto.
B. Schedules.
Schedule 1.01A to the Existing Credit Agreement is hereby supplemented to include the Incremental Term Commitments provided by the 2024
Incremental Term Lender as set forth on Exhibit C hereto.
Section II
INCREMENTAL AMENDMENT TO CREDIT AGREEMENT
Subject to the satisfaction
of the conditions set forth in Section III hereof, the Parent Borrower, each other Loan Party, the Agent, and the 2024 Incremental
Term Lender party hereto hereby agree to the amendments to the Credit Agreement as set forth below:
A. Procedures
for Borrowing 2024 Incremental Term Loans. Subject to the terms and conditions set forth herein and in the Credit Agreement, the 2024
Incremental Term Lender agrees to make a 2024 Incremental Term Loan to the Parent Borrower on the Amendment No. 3 Effective Date
in Dollars in the amount of $50,000,000. The 2024 Incremental Term Loans may be Base Rate Loans or Term SOFR Loans, and have further terms
and conditions all as further provided in the Credit Agreement.
B. Terms.
Other than as set forth in the Credit Agreement, the 2024 Incremental Term Loans shall have terms and provisions identical to those
applicable to the Replacement Term Loans after giving effect to this Amendment.
C. Designation.
The 2024 Incremental Term Loans shall constitute Incremental Term Loans (and Term B Loans) effected via Incremental Term Commitments and
shall be in the same Class of Term Loans as the other Term B Loans.
D. 2024
Incremental Term Loan Maturity Date. The Maturity Date for the 2024 Incremental Term Loans shall be October 27, 2028, as further
provided in and subject to the definition of Maturity Date in the Credit Agreement.
E. 2024
Incremental Term Loan Applicable Rate. The Applicable Rate with respect to the 2024 Incremental Term Loans, shall be (a) for
Term SOFR Loans, 2.25% per annum and (b) for Base Rate Loans, 1.25% per annum, all as further provided in the Credit Agreement.
F. Pro
Rata Application of Mandatory Prepayments. The Term B Loans and the 2024 Incremental Term Loans shall share in each prepayment of
Term Loans pursuant to Section 2.05(b) of the Credit Agreement ratably with each other Class of Term Loans then outstanding
to the extent provided in the Credit Agreement.
G. Consent
to Section II Amendments. By executing a counterpart signature page to this Amendment, each Existing Term Lender party hereto
hereby approves the amendments to the Credit Agreement set forth in Exhibit A and acknowledges that such amendments shall be applicable
in all respects to the 2024 Incremental Term Loans (subject to the occurrence of the Amendment No. 3 Effective Date).
SECTION III. Conditions
to effectiveness of amendments to Existing credit agreement
This Amendment shall become
effective upon the satisfaction (or waiver) of all of the following conditions precedent (the date of satisfaction (or waiver) of such
conditions precedent being referred to herein as the “Amendment No. 3 Effective Date”).
A. Execution.
The Agent’s receipt of the following each of which shall be original, .pdf or facsimile copies or delivered by other electronic
method unless otherwise specified:
(i) a
counterpart signature page to this Amendment duly executed by the Parent Borrower, each Loan Party, the 2024 Incremental Term Lender,
each of the Existing Term Lenders (including the Replacement Lender) and the Agent;
(ii) an
opinion from Kirkland & Ellis LLP, as counsel to the Parent Borrower, in form and substance reasonably satisfactory to the Agent
covering such matters relating to this Amendment as the Agent shall reasonably request;
(iii) a
solvency certificate in substantially the form of Exhibit D-2 to the Credit Agreement, dated as of the Amendment No. 3 Effective
Date, certifying that the Parent Borrower and its Subsidiaries, on a consolidated basis after giving effect to this Amendment, are Solvent;
(iv) a
copy of a certificate of the Secretary of State of the State of Delaware, dated within thirty (30) days of the Amendment No. 3 Effective
Date, certifying that the Parent Borrower is duly organized and in good standing under the laws of such jurisdiction; and
(v) a
certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of the Parent Borrower dated the Amendment
No. 3 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Parent Borrower
as in effect on the Amendment No. 3 Effective Date (or in lieu thereof, a certification that the by-laws of the Parent Borrower have
not be amended since the date last delivered to the Agent), (B) that attached thereto is a true and complete copy of resolutions
duly adopted by the Board of Directors (or committee thereof or analogous governing body) of each Loan Party authorizing the execution,
delivery and performance of this Amendment and the documents related thereto to which such Loan Party is a party and that such resolutions
have not been modified, rescinded or amended and are in full force and effect, (C) that attached thereto is a true and complete copy
of the certificate of incorporation of the Parent Borrower as in effect on the Amendment No. 3 Effective Date (or in lieu thereof,
a certification that the certificate of incorporation of the Parent Borrower has not be amended since the date last delivered to the Agent)
and (D) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection
herewith on behalf of the Parent Borrower.
B. Fees
and Other Amounts. Payment of all fees and expenses payable on the Amendment No. 3 Effective Date in connection with the Amendment
shall have been paid to the extent then due; provided, that any such expenses shall be required to be paid, as a condition precedent
to the Amendment No. 3 Effective Date, only to the extent invoiced at least one (1) Business Day prior to the Amendment No. 3
Effective Date.
C. Representations
and Warranties. Each of the representations and warranties of the Loan Parties contained herein and in the Loan Documents shall be
true and correct in all material respects on and as of the Amendment No. 3 Effective Date after giving effect to the Amendment as
if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which
case such representations and warranties shall be true and correct in all material respects as of such earlier date (provided,
that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified
or modified by materiality or Material Adverse Effect).
D. Absence
of Event of Default. No Event of Default has occurred and is continuing at the time of the effectiveness of the Amendment or immediately
after giving effect thereto.
E. Outstanding
Interest. Immediately following receipt of duly executed counterparts hereof as contemplated by paragraph A of this Section III,
the Parent Borrower shall have paid all accrued and unpaid interest on the outstanding Existing Term Loans through and including the Amendment
No. 3 Effective Date.
SECTION IV. REAFFIRMATION
OF GUARANTEES AND SECURITY INTERESTS
Each of the Loan Parties party
to the Credit Agreement, the Security Agreement and the other Collateral Documents, in each case as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, hereby as of the date hereof (i) acknowledges and agrees that all of its Obligations
under the Credit Agreement, the Security Agreement and the other Collateral Documents to which it is a party are reaffirmed and remain
in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by each Loan Party to the Agent, its successors
and permitted assigns, for the benefit of the Secured Parties and reaffirms the guaranties made pursuant to the Credit Agreement, (iii) acknowledges
and agrees that the grants of security interests by and the guaranties of the Loan Parties contained in the Credit Agreement and the Security
Agreement are, and shall remain, in full force and effect after giving effect to this Amendment and (iv) agrees
that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers
when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any)
on, the 2024 Incremental Term Loans under the Credit Agreement.
SECTION V. CONSENTS
A. Each
undersigned Lender hereby consents to the amendments provided for herein and to its respective allocation of the Existing Term Loans after
giving effect to this Amendment and the transactions contemplated herein in the amount set forth on Exhibit B hereto.
B. Each
undersigned Existing Term Lender agrees to continue all of its Existing Term Loans outstanding immediately prior to giving effect to this
Amendment as Term B Loans on the Amendment No. 3 Effective Date.
C. [Reserved].
D. Any
Existing Term Lenders that do not consent to this Amendment (each, a “Non-Consenting Lender” and, collectively, the
“Non-Consenting Lenders”) shall be replaced as a Lender pursuant to Section 3.07 of the Credit Agreement on the
Amendment No. 3 Effective Date and shall, in accordance with the terms of Section 3.07 of the Credit Agreement, be deemed to
have assigned and delegated, without recourse (in accordance with and subject to the restrictions contained in, and consents required
by, Section 10.07 of the Credit Agreement), all of its interests, rights and obligations in the Existing Term Loans to the Replacement
Lender immediately prior to the effectiveness of the amendments set forth herein. Each Non-Consenting Lender shall be entitled to the
benefits of Section 3.05 of the Existing Credit Agreement with respect thereto. Notwithstanding anything herein to the contrary,
the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break
funding payments (other than to the extent waived with respect to this Amendment) shall continue in full force and effect with respect
to, and for the benefit of, each Existing Term Lender in respect of such Existing Term Lender’s Existing Term Loans to the same
extent expressly set forth therein.
E. Each
undersigned Existing Term Lender, as to itself, hereby waives any indemnity claim for SOFR breakage costs under Section 3.05 of the
Credit Agreement in connection with the amendment of the Applicable Rate with respect to its Existing Term Loans.
F. [Reserved].
G. For
the avoidance of doubt, the Lenders party hereto hereby acknowledge and agree that any Non-Consenting Lender repaid as contemplated hereby
and by Section 3.07 of the Credit Agreement shall, automatically upon receipt (or deemed receipt) of the amount necessary to purchase
such Non-Consenting Lender’s Existing Term Loans , at par, and pay all accrued interest thereon and all other amounts with respect
thereto (as contemplated hereby) shall, subject to Section IV(D), no longer be a party to or Lender under the Credit Agreement.
H. Each
of the Agent and the Parent Borrower hereby consent to the Replacement Lender purchasing Existing Term Loans to the extent required by
Section 3.07 or Section 10.07 of the Credit Agreement.
I. [Reserved].
J. All
Interest Periods applicable to Existing Term Loans shall continue in effect after the Amendment No. 3 Effective Date (until such
Interest Periods expire, at which time subsequent Interest Periods shall be determined in accordance with the provisions of the Credit
Agreement).
K. For
purposes of Section 10.07 of the Credit Agreement, the Administrative Borrower and Agent hereby consent to any assignment by the
Non-Consenting Lenders to the Replacement Lender or any of its respective Affiliates (in each case otherwise being an Eligible Assignee).
SECTION VI. MISCELLANEOUS
A. Reference
to and Effect on the Credit Agreement and the Other Loan Documents.
(i) On
and after the Amendment No. 3 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other
Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring
to the Existing Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.
(ii) Except
as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed and this Amendment shall not be considered a novation.
(iii) This
Amendment shall constitute a “Loan Document”.
B. Limitation
of Amendment and Waiver. Nothing herein shall be deemed to (i) entitle any Loan Party to a further consent to, or a further waiver,
amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances or (ii) constitute a modification, limitation, impairment
or waiver of any right, power or remedy available to the Agent or the Lenders under the Credit Agreement or any other Loan Document.
C. Amendment,
Modification and Waiver. This Amendment may not be amended, modified or waived except by an instrument or instruments in writing signed
and delivered on behalf of each of the parties hereto.
D. Severability.
If any provision of this Amendment is held to be illegal, invalid or unenforceable in any jurisdiction, the legality, validity and enforceability
of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, of this Amendment and the other
Loan Documents shall not be affected or impaired thereby.
E. Headings.
Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose or be given any substantive effect.
F. Costs
and Expenses. Each Borrower hereby reconfirms its obligations pursuant to Section 10.04 of the Credit Agreement to pay and reimburse
the Agent for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees of counsel) incurred in
connection with the negotiation, preparation, execution and delivery of this Amendment and all other documents and instruments delivered
in connection herewith.
G. Governing
Law; Waiver of Jury Trial. THIS AMENDMENT AND ANY CLAIM OR CONTROVERSY RELATING TO THE SUBJECT MATTER
HEREOF AND THEREOF, WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK. Sections 10.15 and 10.16 of the Credit Agreement are hereby incorporated herein by reference mutatis
mutandis.
H. Counterparts;
Electronic Execution. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall
be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This Amendment may be in the
form of an Electronic Record (as defined herein) and may be executed using Electronic Signatures (as defined herein) (including, without
limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability
as a paper record. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance
by the Agent of a manually signed paper communication which has been converted into electronic form (such as scanned into .pdf format),
or an electronically signed communication converted into another format, for transmission, delivery and/or retention. Notwithstanding
anything contained herein to the contrary, the Agent is under no obligation to accept an Electronic Signature in any form or in any format
unless expressly agreed to by the Agent pursuant to procedures approved by the Agent provided, further, without limiting the foregoing,
(a) to the extent the Agent has agreed to accept such Electronic Signature, the Agent shall be entitled to rely on any such Electronic
Signature purportedly given by or on behalf of the Loan Parties without further verification and (b) upon the request of the Agent,
any Electronic Signature shall be promptly followed by a manually executed, original counterpart. “Electronic Record” and
“Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended
from time to time.
I. Each
party hereto hereby acknowledges and agrees that (i) this Amendment constitutes an Incremental Loan Request satisfying the requirements
of Section 2.14 of the Credit Agreement and (ii) the amendments set forth in Exhibit A of this Amendment, in addition to
those expressly providing for the incurrence of the 2024 Incremental Term Loans, are necessary and appropriate to provide for terms applicable
to the 2024 Incremental Term Loans permitted by Section 2.14 of the Credit Agreement.
[Remainder of this page intentionally left
blank.]
IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized,
as of the date first written above.
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OPTION CARE HEALTH, INC. |
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(F/K/A BIOSCRIP, INC.), |
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as the Parent Borrower and a Borrower |
|
|
|
By: |
/s/ Michael Shapiro |
|
Name: Michael Shapiro |
|
Title: Senior Vice President, Chief
Financial Officer and Treasurer |
Signature
Page to
Third Amendment to Amended and Restated First Lien Credit Agreement
GUARANTORS: |
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|
|
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BIOSCRIP INFUSION SERVICES, INC., |
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BIOSCRIP INFUSION SERVICES, LLC, |
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BIOSCRIP PBM SERVICES, LLC, |
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BIOSCRIP PHARMACY SERVICES, INC., |
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CHRONIMED, LLC, |
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CHS HOLDINGS, LLC, |
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CRITICAL HOMECARE SOLUTIONS,
LLC, |
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DEACONESS ENTERPRISES, LLC, |
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DEACONESS HOMECARE, LLC, |
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EAST GOSHEN PHARMACY, LLC, |
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HOMECHOICE PARTNERS, LLC, |
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INFUSCIENCE, LLC, |
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INFUSCIENCE SOUTH CAROLINA, LLC, |
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INFUSION PARTNERS OF MELBOURNE,
LLC, |
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INFUSION PARTNERS, LLC, |
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INFUSION SOLUTIONS, INC., |
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INFUSION THERAPY SPECIALISTS, INC., |
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KNOXVILLE HOME THERAPIES, LLC, |
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NEW ENGLAND HOME THERAPIES, INC., |
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PROFESSIONAL HOME CARE SERVICES, INC., |
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SCOTT-WILSON, INC., |
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SPECIALTY PHARMA, INC., |
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WILCOX MEDICAL, INC., |
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By: |
/s/ Michael Shapiro |
|
Name: Michael Shapiro |
|
Title: Treasurer |
Signature
Page to
Third Amendment to Amended and Restated First Lien Credit Agreement
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CHI HOLDING CORP., |
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CLINICAL HOLDINGS, INC., |
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CLINICAL SPECIALTIES, INC., |
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CLINICAL SPECIALTIES NETWORK
SERVICES OF ILLINOIS, INC., |
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CRESCENT HEALTHCARE, INC., |
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CRITICAL CARE SYSTEM OF NEW YORK, INC., |
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CRITICAL CARE SYSTEMS, LLC, |
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CSI MANAGED CARE, INC., |
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CSI NETWORK SERVICES OF INDIANA, INC., |
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CSI NETWORK SERVICES OF MICHIGAN, INC., |
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HC GROUP HOLDINGS III, INC., |
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HEALTHY CONNECTIONS HOMECARE
SERVICES, INC., |
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HOME I.V. SPECIALISTS, INC., |
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MEDNOW INFUSION, LLC, |
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OPTION CARE ENTERPRISES, INC., |
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OPTION CARE ENTERPRISES, INC., |
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OPTION CARE HOME CARE, INC., |
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OPTION CARE INFUSION SERVICES, INC., |
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OPTION CARE INFUSION SUITES,
LLC |
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OPTION CARE OF NEW YORK, INC., |
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OPTIONET, INC., |
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RIVER CITY PHARMACY, INC., |
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SPRINGVILLE PHARMACY INFUSION
THERAPY, INC., |
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TRINITY HOME CARE, LLC, |
|
NAVEN HEALTH, INC. |
|
SPNN HOLDINGS, LLC |
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ROCHESTER HOME INFUSION, INC. |
|
|
|
By: |
/s/ Michael Shapiro |
|
Name: Michael Shapiro |
|
Title: Treasurer |
Signature
Page to
Third Amendment to Amended and Restated First Lien Credit Agreement
|
Bank
of America, N.A., |
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as the Agent |
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|
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By: |
/s/ Dianna Benner |
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Name: |
Dianna Benner |
|
Title: |
Assistant Vice President |
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|
|
Bank
of America, N.A., |
|
as the 2024 Incremental Term Lender
and Replacement Lender |
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|
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By: |
/s/ Darren Merten |
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Name: |
Darren Merten |
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Title: |
Director |
Signature
Page to
Third Amendment to Amended and Restated First Lien Credit Agreement
[Signature pages of the Existing Term Lenders
on file with the Administrative Agent]
Signature
Page to
Third Amendment to Amended and Restated First Lien Credit Agreement
Exhibit A
Credit Agreement
EXHIBIT A
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT
Dated as of October 27, 2021,
as amended as of June 8, 2023,
as amended as of December 7, 2023
as
amended as of May 8, 2024
Among
OPTION CARE HEALTH, INC.,
as the Parent Borrower,
THE GUARANTORS PARTY HERETO FROM TIME TO TIME,
BANK OF AMERICA, N.A.,
as Administrative Agent and Swing Line Lender,
THE LENDERS AND ISSUING BANKS PARTY HERETO FROM
TIME TO TIME,
BOFA SECURITIES, INC.,
as Lead Arranger and Lead Bookrunner,
BOFA SECURITIES, INC.,
as Syndication
Agent and Documentation Agent
TABLE OF CONTENTS
Page
Article I. DEFINITIONS AND ACCOUNTING TERMS |
1 |
|
|
Section 1.01 |
Defined Terms |
1 |
Section 1.02 |
Other Interpretive Provisions |
68 |
Section 1.03 |
Accounting Terms |
70 |
Section 1.04 |
Rounding |
70 |
Section 1.05 |
References to Agreements, Laws, Etc. |
70 |
Section 1.06 |
Times of Day |
70 |
Section 1.07 |
Timing of Payment or Performance |
70 |
Section 1.08 |
Pro Forma Calculations |
71 |
Section 1.09 |
Currency Generally |
73 |
Section 1.10 |
Letters of Credit |
73 |
|
|
|
Article II. THE COMMITMENTS AND CREDIT EXTENSIONS |
74 |
|
|
Section 2.01 |
The Loans |
74 |
Section 2.02 |
Borrowings, Conversions and Continuations of Loans |
75 |
Section 2.03 |
Letters of Credit |
76 |
Section 2.04 |
Swing Line Loans |
81 |
Section 2.05 |
Prepayments |
82 |
Section 2.06 |
Termination or Reduction of Commitments |
93 |
Section 2.07 |
Repayment of Loans |
94 |
Section 2.08 |
Interest |
94 |
Section 2.09 |
Fees |
94 |
Section 2.10 |
Computation of Interest and Fees |
96 |
Section 2.11 |
Evidence of Indebtedness |
96 |
Section 2.12 |
Payments Generally |
96 |
Section 2.13 |
Sharing of Payments |
98 |
Section 2.14 |
Incremental Credit Extensions |
99 |
Section 2.15 |
Refinancing Amendments |
104 |
Section 2.16 |
Extension of Term Loans; Extension of Revolving Credit Loans |
111 |
Section 2.17 |
Defaulting Lenders |
114 |
Section 2.18 |
Co-Borrowers |
115 |
|
|
|
Article III. TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY |
117 |
|
|
Section 3.01 |
Taxes |
117 |
Section 3.02 |
Illegality |
119 |
Section 3.03 |
Inability to Determine Rates |
120 |
Section 3.04 |
Increased Cost and Reduced Return; Capital Adequacy; Term SOFR Loan Reserves |
121 |
Section 3.05 |
Funding Losses |
122 |
Section 3.06 |
Matters Applicable to All Requests for Compensation |
122 |
Section 3.07 |
Replacement of Lenders under Certain Circumstances |
123 |
Section 3.08 |
Survival |
125 |
|
|
|
Article IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS |
126 |
|
|
Section 4.01 |
Conditions to Initial Credit Extension |
126 |
Section 4.02 |
Conditions to All Credit Extensions |
127 |
Page
|
|
|
Article V. REPRESENTATIONS AND WARRANTIES |
128 |
Section 5.01 |
Existence, Qualification and Power; Compliance with Laws |
128 |
Section 5.02 |
Authorization; No Contravention |
128 |
Section 5.03 |
Governmental Authorization; Other Consents |
128 |
Section 5.04 |
Binding Effect |
129 |
Section 5.05 |
Financial Statements; No Material Adverse Effect |
129 |
Section 5.06 |
Litigation |
129 |
Section 5.07 |
Ownership of Property; Liens |
129 |
Section 5.08 |
Environmental Matters |
129 |
Section 5.09 |
Taxes |
130 |
Section 5.10 |
ERISA Compliance |
130 |
Section 5.11 |
Subsidiaries; Equity Interests |
130 |
Section 5.12 |
Margin Regulations; Investment Company Act |
130 |
Section 5.13 |
Disclosure |
131 |
Section 5.14 |
Labor Matters |
131 |
Section 5.15 |
Intellectual Property; Licenses, Etc. |
131 |
Section 5.16 |
Solvency |
132 |
Section 5.17 |
[Reserved] |
132 |
Section 5.18 |
USA Patriot Act, FCPA and OFAC |
132 |
Section 5.19 |
Collateral Documents |
132 |
Section 5.20 |
Affected Financial Institution and Covered Party |
133 |
|
|
|
Article VI. AFFIRMATIVE COVENANTS |
133 |
|
|
Section 6.01 |
Financial Statements |
133 |
Section 6.02 |
Certificates; Other Information |
134 |
Section 6.03 |
Notices |
136 |
Section 6.04 |
Payment of Taxes |
136 |
Section 6.05 |
Preservation of Existence, Etc. |
136 |
Section 6.06 |
Maintenance of Properties |
137 |
Section 6.07 |
Maintenance of Insurance |
137 |
Section 6.08 |
Compliance with Laws |
137 |
Section 6.09 |
Books and Records |
137 |
Section 6.10 |
Inspection Rights |
137 |
Section 6.11 |
Additional Collateral; Additional Guarantors |
138 |
Section 6.12 |
Compliance with Environmental Laws |
139 |
Section 6.13 |
Further Assurances |
139 |
Section 6.14 |
Designation of Subsidiaries |
139 |
Section 6.15 |
Maintenance of Ratings |
140 |
Section 6.16 |
Use of Proceeds |
140 |
Section 6.17 |
Post-Closing Matters |
140 |
Section 6.18 |
[Reserved] |
140 |
Section 6.19 |
Fiscal Year |
140 |
Section
6.20 |
Quarterly Lender Call |
141 |
|
|
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Article VII. NEGATIVE COVENANTS |
141 |
|
|
Section 7.01 |
Liens |
141 |
Section 7.02 |
[Reserved] |
147 |
Section 7.03 |
Indebtedness, Disqualified Equity Interests and Preferred Stock |
147 |
Section 7.04 |
Fundamental Changes |
153 |
Section 7.05 |
Dispositions |
154 |
Section 7.06 |
Restricted Payments |
157 |
Section 7.07 |
Change in Nature of Business |
164 |
Section 7.08 |
Transactions with Affiliates |
164 |
Section 7.09 |
Burdensome Agreements |
167 |
Page
Section 7.10 |
[Reserved] |
168 |
Section 7.11 |
Financial Covenants |
168 |
Section 7.12 |
[Reserved] |
169 |
Section 7.13 |
Modifications of Terms of Junior Financing |
169 |
Section 7.14 |
Additional Restrictions for the Benefit of the Revolving Credit Lenders |
169 |
|
|
|
Article VIII. EVENTS OF DEFAULT AND REMEDIES |
170 |
|
|
Section 8.01 |
Events of Default |
170 |
Section 8.02 |
Remedies Upon Event of Default |
172 |
Section 8.03 |
Application of Funds |
173 |
|
|
|
Article IX. ADMINISTRATIVE AGENT AND OTHER AGENTS |
174 |
|
|
Section 9.01 |
Appointment and Authority |
174 |
Section 9.02 |
Rights as a Lender |
175 |
Section 9.03 |
Exculpatory Provisions |
175 |
Section 9.04 |
Reliance by Administrative Agent |
176 |
Section 9.05 |
Delegation of Duties |
176 |
Section 9.06 |
Resignation of Administrative Agent |
176 |
Section 9.07 |
Non-Reliance on Administrative Agent and Other Lenders |
177 |
Section 9.08 |
No Other Duties, Etc. |
177 |
Section 9.09 |
Administrative Agent May File Proofs of Claim; Credit Bidding |
178 |
Section 9.10 |
Collateral and Guaranty Matters |
179 |
Section 9.11 |
Secured Hedge Agreements |
180 |
Section 9.12 |
Withholding Tax Indemnity |
180 |
Section 9.13 |
Indemnification by the Lenders |
181 |
Section 9.14 |
Certain ERISA Matters |
181 |
Section 9.15 |
Erroneous Payments |
183 |
|
|
|
Article X. MISCELLANEOUS |
183 |
|
|
Section 10.01 |
Amendments, Etc. |
183 |
Section 10.02 |
Notices and Other Communications; Facsimile Copies |
187 |
Section 10.03 |
No Waiver; Cumulative Remedies |
189 |
Section 10.04 |
Attorney Costs and Expenses |
189 |
Section 10.05 |
Indemnification by the Borrowers |
190 |
Section 10.06 |
Payments Set Aside |
191 |
Section 10.07 |
Successors and Assigns |
192 |
Section 10.08 |
Confidentiality |
197 |
Section 10.09 |
Setoff |
198 |
Section 10.10 |
Interest Rate Limitation |
198 |
Section 10.11 |
Counterparts; Electronic Execution of Assignments and Certain Other Documents |
199 |
Section 10.12 |
Integration |
199 |
Section 10.13 |
Survival of Representations and Warranties |
200 |
Section 10.14 |
Severability |
200 |
Section 10.15 |
GOVERNING LAW |
200 |
Section 10.16 |
WAIVER OF RIGHT TO TRIAL BY JURY |
201 |
Section 10.17 |
Binding Effect |
201 |
Section 10.18 |
USA Patriot Act |
201 |
Section 10.19 |
No Advisory or Fiduciary Responsibility |
202 |
Section 10.20 |
Intercreditor Agreements |
202 |
Section 10.21 |
Acknowledgment and Consent to Bail-In of EEA Financial Institutions |
202 |
Section 10.22 |
Acknowledgement Regarding Any Supported QFCs |
203 |
Page
Article XI. GUARANTEE |
204 |
|
|
Section 11.01 |
The Guarantee |
204 |
Section 11.02 |
Obligations Unconditional |
204 |
Section 11.03 |
Reinstatement |
205 |
Section 11.04 |
Subrogation; Subordination |
205 |
Section 11.05 |
Remedies |
205 |
Section 11.06 |
Instrument for the Payment of Money |
205 |
Section 11.07 |
Continuing Guarantee |
206 |
Section 11.08 |
General Limitation on Guarantee Obligations |
206 |
Section 11.09 |
Release of Guarantors |
206 |
Section 11.10 |
Right of Contribution |
207 |
Section 11.11 |
Keepwell |
207 |
Section 11.12 |
Independent Obligation |
207 |
SCHEDULES
I |
Guarantors |
1.01A |
Commitments |
1.01E |
Existing Investments |
1.01F |
Existing Letters of Credit |
4.01 |
Collateral Documents |
5.06 |
Litigation |
5.07 |
Ownership of Property, Liens |
5.09 |
Taxes |
5.11 |
Subsidiaries and Other Equity Investments |
6.17 |
Post-Closing Matters |
6.18 |
Specified Beta Vendor Financing Statements |
7.01(b) |
Existing Liens |
7.03(b) |
Existing Indebtedness |
7.05 |
Dispositions |
7.08 |
Existing Agreements |
7.09 |
Existing Restrictions |
10.02 |
Administrative Agent’s Office, Certain Addresses for Notices |
EXHIBITS
|
Form of |
|
A |
Committed Loan Notice |
B |
Swing Line Loan Notice |
C-1 |
Term Note |
C-2 |
Revolving Credit Note |
C-3 |
Swing Line Note |
D-1 |
Compliance Certificate |
D-2 |
Solvency Certificate |
E-1 |
Assignment and Assumption |
E-2 |
Affiliated Lender Notice |
E-3 |
Acceptance and Prepayment Notice |
E-4 |
Discount Range Prepayment Notice |
E-5 |
Discount Range Prepayment Offer |
E-6 |
Solicited Discounted Prepayment Notice |
E-7 |
Solicited Discounted Prepayment Offer |
E-8 |
Specified Discount Prepayment Notice |
E-9 |
Specified Discount Prepayment Response |
F |
Security Agreement |
Page
G |
Intercompany Note |
H-1 |
Guarantor Joinder Agreement |
H-2 |
Borrower Joinder Agreement |
I |
United States Tax Compliance Certificate |
J |
First Lien Intercreditor Agreement |
K |
Second Lien Intercreditor Agreement |
L |
Affiliated Lender Assignment and Assumption |
M |
ABL Intercreditor Agreement |
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT
This AMENDED AND RESTATED
FIRST LIEN CREDIT AGREEMENT is entered into as of October 27, 2021, among Option Care Health, Inc. (f/k/a BioScrip, Inc.),
a Delaware corporation (the “Company” or the “Parent Borrower”), the other Borrowers party hereto
from time to time, the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender,
each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”),
and each Issuing Bank from time to time party hereto.
PRELIMINARY STATEMENTS
Reference is made to that
certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter
alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time,
the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent.
The Parent Borrower has requested
that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the
Closing Date in an initial aggregate principal amount of $600,000,000.
The Lenders party hereto
have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original
Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with
the terms hereof.
The proceeds of the Term
B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds
of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on
the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to
finance upfront fees and original issue discount with respect to the Facilities.
The Lenders have indicated
their willingness to lend 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,
the following terms shall have the meanings set forth below:
“2024
Incremental Term Lender” means, at any time, any Lender that has (a) a 2024 Incremental Term Commitment or (b) a
2024 Incremental Term Loan at such time.
“2024
Incremental Term Loans” means the term loans made by the 2024 Incremental Term Lenders on the Amendment No. 3 Effective
Date to the Borrowers pursuant to Section 2.01(c).
“2024
Incremental Term Commitment” means, as to each 2024 Incremental Term Lender, its obligation to make an 2024 Incremental Term
Loan to the Parent Borrower pursuant to Section 2.01(c) in an aggregate amount not to exceed the amount set forth opposite
such Lender’s name in Schedule 1.01A under the caption “2024 Incremental Term Commitment” or in the Assignment and
Assumption pursuant to which such 2024 Incremental Term Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement (including Section 2.14). The aggregate amount of the 2024 Incremental Term
Commitments as of the Amendment No. 3 Effective Date is $50,000,000.
“ABL Agent”
means Bank of America, N.A., in its capacity as “Administrative Agent” under the ABL Credit Agreement as of the Closing Date
and shall include any successor agent under the ABL Financing Documents.
“ABL Credit Agreement”
means the “ABL Credit Agreement” as defined in the ABL Intercreditor Agreement.
“ABL Cure Amount”
means the “Cure Amount” (or comparable term) under and as defined in the ABL Credit Agreement.
“ABL Financial Covenant”
means the “Financial Covenant” as defined in the ABL Credit Agreement.
“ABL Financing Documents”
means the “ABL Financing Documents” as defined in the ABL Intercreditor Agreement.
“ABL Intercreditor
Agreement” means either (a) the ABL Intercreditor Agreement, dated as of August 6, 2019, among, inter alios,
the Administrative Agent, the ABL Agent and acknowledged and agreed by the Loan Parties, substantially in the form of Exhibit M
hereto or (b) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and
the Administrative Borrower, which agreement shall provide that the Liens on the ABL Priority Collateral securing the ABL Obligations
shall rank senior to the Liens on the ABL Priority Collateral securing the Obligations under this Agreement, and the Liens on the Term
Loan Priority Collateral securing the ABL Obligations shall rank junior to the Liens on the Term Loan Priority Collateral securing the
Obligations under this Agreement, in each case with such modifications to add additional Indebtedness secured by the ABL Priority Collateral
and Term Loan Priority Collateral and such other modifications thereto as provided for therein or as the Administrative Agent and the
Administrative Borrower may agree.
“ABL Obligations”
means the “ABL Obligations” as defined in the ABL Intercreditor Agreement.
“ABL Priority Collateral”
means the “ABL Priority Collateral” as defined in the ABL Intercreditor Agreement.
“ABL Revolving Credit
Commitments” means the “Revolving Credit Commitments” (or comparable term), as defined in the ABL Credit Agreement.
“ABL Revolving Loans”
means the “Loans” (or comparable term), as defined in the ABL Credit Agreement.
“ABL Secured Parties”
means the “ABL Claimholders” as defined in the ABL Intercreditor Agreement.
“Acceptable Discount”
has the meaning specified in Section 2.05(a)(v)(D)(2).
“Acceptable Prepayment
Amount” has the meaning specified in Section 2.05(a)(v)(D)(3).
“Acceptance and
Prepayment Notice” means a notice of the Administrative Borrower’s acceptance of the Acceptable Discount in substantially
the form of Exhibit E-3.
“Acceptance Date”
has the meaning specified in Section 2.05(a)(v)(D)(2).
“Acquired Indebtedness”
means, with respect to any specified Person,
(a) Indebtedness
of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted
Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging,
amalgamating or consolidating with or into, or becoming a Restricted Subsidiary of, such specified Person, and
(b) Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person which Indebtedness exists at the time such asset is acquired.
“Additional Lender”
means any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary
benefit of a natural Person)) that is not an existing Lender (including any Affiliated Lender) and has agreed to provide Incremental
Commitments pursuant to Section 2.14 or Refinancing Commitments pursuant to Section 2.15.
“Administrative
Agent” means Bank of America, N.A., in its capacity as administrative agent and collateral agent under any of the Loan Documents,
or any successor administrative agent and collateral agent.
“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 Administrative Borrower and
the Lenders.
“Administrative
Borrower” means (i) initially, the Parent Borrower, and (ii) upon notice to the Administrative Agent from the Borrowers,
any other Borrower as selected by the Borrowers from time to time to act as the Administrative Borrower.
“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting
power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Agent Parties”
has the meaning specified in Section 10.02(b).
“Agent-Related Distress
Event” means, with respect to the Administrative Agent or any Person that directly or indirectly Controls the Administrative
Agent (each, a “Distressed Agent-Related Person”), a voluntary or involuntary case with respect to such Distressed
Agent-Related Person under any Debtor Relief Law, or a custodian, conservator, receiver or similar official is appointed for such Distressed
Agent-Related Person or any substantial part of such Distressed Agent-Related Person’s assets, such Distressed Agent-Related Person
makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having
regulatory authority over such Distressed Agent-Related Person or its assets to be, insolvent or bankrupt or such Distressed Agent-Related
Person becomes the subject of a Bail-In Action; 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 and their respective Affiliates and any officers, directors, employees, partners, agents, advisors and other representatives
of each of the foregoing.
“Agents”
means, collectively, the Administrative Agent, the Syndication Agent, the Documentation Agent, the Arranger and the Bookrunner.
“Aggregate Commitments”
means the Commitments of all the Lenders.
“Agreement”
means this Amended and Restated Credit Agreement, as the same may be amended, restated, supplemented or otherwise modified from time
to time.
“AHYDO Payment”
means any mandatory prepayment or redemption pursuant to the terms of any Indebtedness that is intended or designed to cause such Indebtedness
not to be treated as an “applicable high yield discount obligation” within the meaning of Section 163(i) of the
Code.
“All-In Yield”
means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, a Term SOFR floor
or Base Rate floor (with such increased amount being determined in the manner described in the proviso of this definition), or otherwise,
in each case, incurred or payable by the Borrowers 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 on a straight line basis (or, if less, the stated life to maturity
at the time of incurrence of the applicable Indebtedness); provided, further, that (x) the “All-In Yield”
shall not include arrangement fees, structuring fees, commitment fees, underwriting fees, success fees, unused line 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 in
the initial syndication thereof, (y) with respect to any Loans of an applicable Class or any other applicable Indebtedness
that includes a Term SOFR floor or Base Rate floor, (1) to the extent that the Term SOFR or Base 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 All-In Yield for such Loans
of such Class or such other applicable Indebtedness for the purpose of calculating the All-In Yield and (2) to the extent that
the Term SOFR or Base 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 and (z) the “All-In Yield” shall not reflect account fluctuations in the
underlying reference rate or fluctuations in currency valuations.
“Amendment No. 2
Effective Date” means December 7, 2023.
“Amendment
No. 3” means that certain Third Amendment to Amended and Restated First Lien Credit Agreement dated as of the Amendment
No. 3 Effective Date, among the Parent Borrower, the other Loan Parties party thereto, the 2024 Incremental Term Lender, the Existing
Term Lenders (as defined therein), the Replacement Lender (as defined therein), the Administrative Agent and the other Persons party
thereto.
“Amendment
No. 3 Effective Date” means May 8, 2024.
“Annual Financial
Statements” means the audited consolidated statements of operations, shareholders’ equity and cash flows of the Parent
Borrower for the fiscal years ended December 31, 2019, and December 31, 2020, and the related audited consolidated balance
sheets as of the end of such fiscal years.
“Applicable Discount”
has the meaning specified in Section 2.05(a)(v)(C)(2).
“Applicable ECF
Percentage” means, for any fiscal year, (a) 50% if the First Lien Net Leverage Ratio is greater than 3.70 to 1.00 as of
the last day of the Test Period most recently ended prior to the ECF Payment Date, (b) 25% if the First Lien Net Leverage Ratio
is less than or equal to 3.70 to 1.00 and greater than 3.20 to 1.00 as of the last day of the Test Period most recently ended prior to
the ECF Payment Date and (c) 0% if the First Lien Net Leverage Ratio is less than or equal to 3.20 to 1.00 as of the last day of
the Test Period most recently ended prior to the ECF Payment Date. The First Lien Net Leverage Ratios shall be calculated on a Pro Forma
Basis, including to give pro forma effect to any paydown or reduction of Loans (including paydowns made after year-end and prior to the
ECF Payment Date).
“Applicable Lien”
means (x) any Lien on the Collateral created pursuant to any Loan Document, (y) any Lien on the Term Loan Priority Collateral
that ranks pari passu with any Lien created pursuant to any Loan Document on the Term Loan Priority Collateral (without regard
to control of remedies) and (z) any Lien on the Collateral created pursuant to any ABL Financing Document.
“Applicable Rate”
means a percentage per annum equal to:
(a) with
respect to Term B Loans and the 2024 Incremental Term Loans, (A) for
Term SOFR Loans, 2.725%
and (B) for Base Rate Loans, 1.725%;
and
(b) with
respect to Revolving Credit Loans, unused Revolving Credit Commitments, Swing Line Loans (which are to be maintained solely as Base Rate
Loans) and Letter of Credit fees, (i) until delivery of financial statements and related Compliance Certificate for the first full
fiscal quarter ending after the Amendment No. 2 Effective Date pursuant to Sections 6.01 and 6.02, (A) for Term SOFR Loans
and Letter of Credit fees, 1.75%, (B) for Base Rate Loans, 0.75% and (C) for unused commitment fees, 0.30% and (ii) thereafter,
the following percentages per annum, based upon the Total Net Leverage Ratio as set forth in the most recent Compliance Certificate received
by the Administrative Agent pursuant to Section 6.02(a):
Pricing
Level | |
Total Net Leverage Ratio | |
Applicable
Rate for
Term SOFR Loans &
Letters of
Credit | | |
Applicable Rate for
Base Rate Loans | | |
Unused
Commitment
Fees | |
I | |
Greater than or equal to 3.00x | |
| 2.25 | % | |
| 1.25 | % | |
| 0.35 | % |
II | |
Less than 3.00x, but greater than or equal to 2.25x | |
| 2.00 | % | |
| 1.00 | % | |
| 0.35 | % |
III | |
Less than 2.25x but greater than or equal to 1.50x | |
| 1.75 | % | |
| 0.75 | % | |
| 0.30 | % |
IV | |
Less than 1.50x but greater than or equal to 1.00x | |
| 1.50 | % | |
| 0.50 | % | |
| 0.25 | % |
V | |
Less than 1.00x | |
| 1.25 | % | |
| 0.25 | % | |
| 0.20 | % |
Any increase or decrease
in the Applicable Rate resulting from a change in the Total Net Leverage Ratio shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that upon notice to the Administrative
Borrower from the Administrative Agent (at the direction of the Required Lenders) (or, in the case of clause (y) below, immediately
upon the occurrence of an entry of an order for relief with respect to the Parent Borrower under any Debtor Relief Laws), “Pricing
Level I” (as set forth above) shall apply (x) as of the first Business Day after the date on which a Compliance Certificate
was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance
Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and
(y) as of the first Business Day after an Event of Default under Section 8.01(a) 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).
Notwithstanding the foregoing,
(v) the Applicable Rate in respect of any Class of Extended Revolving Credit Commitments or any Extended Term Loans or Revolving
Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the
relevant Extension Amendment, (w) the Applicable Rate in respect of any Class of Incremental Revolving Credit Commitments,
any Class of Incremental Term Loans or any Class of Incremental Revolving Loans shall be the applicable percentages per annum
set forth in the relevant Incremental Amendment, (x) the Applicable Rate in respect of any Class of Replacement Term Loans
or any Term Loans subject to a Permitted Repricing Amendment shall be the applicable percentages per annum set forth in the relevant
Permitted Repricing Amendment, (y) the Applicable Rate in respect of any Class of Refinancing Revolving Credit Commitments,
any Class of Refinancing Revolving Loans or any Class of Refinancing Term Loans shall be the applicable percentages per annum
set forth in the relevant Refinancing Amendment or other relevant agreement and (z) in the case of the Term B Loans and
2024 Incremental Term Loans, the Applicable Rate shall be increased as, and to the extent, necessary to comply with the provisions
hereof subject to any applicable MFN Adjustment.
“Appropriate Lender”
means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class of Loans, (b) with respect to Letters
of Credit, (i) the relevant Issuing Banks and (ii) the Revolving Credit Lenders and (c) with respect to Swing Line Loans,
(i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04, the Revolving Credit
Lenders.
“Approved Bank”
has the meaning specified in clause (c) of the definition of “Cash Equivalents.”
“Approved Fund”
means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity
or an Affiliate of an entity that administers, advises or manages a Lender.
“Arranger”
means BofA Securities, Inc. in its capacity as the lead arranger under this Agreement.
“Asset Sale Prepayment
Percentage” means, in the case of Net Proceeds from any Disposition or Casualty Event subject to the mandatory prepayment provisions
set forth in Section 2.05(b)(ii), (a) 100%, if the First Lien Net Leverage Ratio is greater than 1.75 to 1.00 as of
the last day of the Test Period most recently ended prior to the receipt of such Net Proceeds, (b) 50%, if the First Lien Net Leverage
Ratio is less than or equal to 1.75 to 1.00 and greater than 1.50 to 1.00 as of the last day of the Test Period most recently ended prior
to the receipt of such Net Proceeds and (c) 0%, if the First Lien Net Leverage Ratio is less than or equal to 1.50 to 1.00 as of
the last day of the Test Period most recently ended prior to the receipt of such Net Proceeds. The First Lien Net Leverage Ratios shall
be calculated on a Pro Forma Basis, including to give pro forma effect to any paydown or reduction of Loans.
“Assignees”
has the meaning specified in Section 10.07(b).
“Assignment and
Assumption” means an Assignment and Assumption substantially in the form of Exhibit E-1 hereto.
“Assignment Taxes”
has the meaning specified in Section 3.01(b).
“Attorney Costs”
means all reasonable and documented fees, expenses and disbursements of any law firm or other external legal counsel.
“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 (subject to Section 1.03).
“Auction Agent”
means (a) the Administrative Agent or (b) if the Administrative Agent elects not to act as the Auction Agent, any other financial
institution or advisor employed by the Borrowers (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(a)(v); provided that the Borrowers 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 Borrowers
nor any of their Affiliates may act as the Auction Agent.
“Auto Renewal Letter
of Credit” has the meaning specified in Section 2.03(c).
“Availability Period”
means (a) with respect to the Revolving Credit Facility, the period from and including the Amendment No. 2 Effective Date to
but excluding the earlier of (i) the Revolving Maturity Date and (ii) the date of termination of the Revolving Credit Commitments,
and (b) with respect to Extended Revolving Credit Commitments, the period from and including the effective date of the Extension
Amendment applicable to such Extended Revolving Credit Commitments to but excluding the earlier of (i) the final maturity date thereof
as specified in such Extension Amendment and (ii) the date of termination of such Extended Revolving Credit Commitments.
“Available RP Capacity
Amount” means, at any time, the aggregate amount of Restricted Payments permitted to be made under Section 7.06(a)(iii) at
such time, minus the aggregate amount of Indebtedness incurred under Section 7.03(aa) plus the aggregate principal
amount of Indebtedness prepaid prior to or substantially concurrently at such time, solely to the extent such Indebtedness was incurred
pursuant to Section 7.03(aa) (to the extent not financed with the proceeds of any long-term Indebtedness (other than revolving loans)
of the Parent Borrower and its Restricted Subsidiaries).
“Available Incremental
Amount” has the meaning specified in Section 2.14(d)(iv).
“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark
is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise,
any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.
“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.
“Bail-In Legislation”
means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).
“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1.00%, (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) Term SOFR plus 1.00%. The “prime rate” is a rate set by the Administrative Agent based upon various factors
including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced
by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.
“Base Rate Loan”
means a Loan that bears interest based on the Base Rate.
“Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any
reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.
“Benchmark Replacement”
means:
(1) [Reserved.]
(2) For
purposes of Section 3.03(c)(ii), the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive
or negative value or zero), in each case, that has been selected by the Administrative Agent and the Administrative Borrower as the replacement
Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made
by a Relevant Governmental Body at such time for determining a rate of interest as replacement for the then-current Benchmark, for U.S.
dollar-denominated syndicated credit facilities at such time;
provided that, if
the Benchmark Replacement as determined pursuant to clause (2) above would be (a) with respect to Term B Loans, less than 0.50%,
it shall be deemed to be 0.50% per annum and (b) with respect to Revolving Credit Loans, less than 0.00%, it shall be deemed to
be 0.00% per annum.
Any Benchmark Replacement
shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively
feasible for the Administrative Agent, such Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by
the Administrative Agent in consultation with the Administrative Borrower.
“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest
Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment,
conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other
technical, administrative or operational matters) that the Administrative Agent (in consultation with the Administrative Borrower) decides
may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof
by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent (in consultation
with the Administrative Borrower) decides that adoption of any portion of such market practice is not administratively feasible or if
the Administrative Agent (in consultation with the Administrative Borrower) determines that no market practice for the administration
of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary
in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Transition
Event” means, with respect to any then-current Benchmark, the occurrence of a public statement or publication of information
by or on behalf of the administrator of the then-current Benchmark or a Governmental Authority with jurisdiction over such administrator
announcing or stating that all Available Tenors are or will no longer be representative, or made available, or used for determining the
interest rate of loans, or shall or will otherwise cease, provided that, at the time of such statement or publication, there is no successor
administrator that is satisfactory to the Administrative Agent, that will continue to provide any representative tenors of such Benchmark
after such specific date.
“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in Section 4975 of the Code that is subject to Section 4975 of the Code or (c) any Person whose assets include
(for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets
of any such “employee benefit plan” or “plan”.
“BHC Act Affiliate”
has the meaning specified in Section 10.22(b).
“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.
“Bookrunner”
means BofA Securities, Inc., in its capacity as the lead bookrunner.
“Borrower”
and “Borrowers” shall mean the Parent Borrower and any wholly-owned Domestic Subsidiary of the Parent Borrower that
is treated as a corporation for U.S. federal tax purposes and that after the Closing Date becomes a Borrower by executing a Borrower
Joinder Agreement in accordance with the terms hereof (but excluding any Subsidiary of the Parent Borrower that ceases to be a party
hereto in accordance with the terms of Section 11.09); provided that any Subsidiary that is or has become a Borrower (a “Subsidiary
Borrower”) may have its status as a Borrower terminated by delivering a notice to the Administrative Agent from the Administrative
Borrower and such Subsidiary Borrower electing to terminate such Subsidiary’s status as a Borrower, provided further that
no such termination shall affect (and such notice shall expressly provide that): (x) any obligation of such Subsidiary as a Guarantor
or as a grantor or pledgor under any Loan Document or (y) any Lien granted by such Subsidiary which Liens shall continue in full
force and effect after giving effect to such termination.
“Borrower Joinder
Agreement” means a joinder agreement substantially in the form of the Borrower Joinder Agreement attached as Exhibit H-2
hereto or in such other form agreed by the Administrative Agent and the Administrative Borrower.
“Borrower Materials”
has the meaning specified in Section 6.02.
“Borrower Offer
of Specified Discount Prepayment” means the offer by any Borrower Party to make a voluntary prepayment of Term Loans at a Specified
Discount to par pursuant to Section 2.05(a)(v)(B).
“Borrower Parties”
means the collective reference to the Parent Borrower and its Restricted Subsidiaries, and “Borrower Party” means any one
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 Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(v)(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 Term Loans at a discount to par pursuant to Section 2.05(a)(v)(D).
“Borrowing”
means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.
“Broker-Dealer Regulated
Subsidiary” means any Subsidiary of the Parent Borrower that is registered as a broker-dealer under the Exchange Act or any
other applicable Laws requiring such registration.
“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are
in fact closed in, the state where the Administrative Agent’s Office is located, and, if such day relates to any Term SOFR Loan,
means any such day that is also a U.S. Government Securities Business Day.
“Canadian Dollars”
means the lawful currency of Canada.
“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 Leases) by the Borrowers 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
Parent Borrower and its Restricted Subsidiaries. Notwithstanding the foregoing, solely for purposes of calculating Consolidated Fixed
Charge Coverage Ratio, Capital Expenditures shall not include:
(a) expenditures
made with tenant allowances received by the Parent Borrower or any of its Restricted Subsidiaries from landlords in the ordinary course
of business and subsequently capitalized;
(b) any
amounts spent in connection with permitted Investments, Permitted Acquisitions and expenditures made in connection with the Transactions;
(c) expenditures
financed with the proceeds of an issuance of Equity Interests of the Parent Borrower or any direct or indirect parent thereof, or a capital
contribution to any Borrower;
(d) expenditures
that are accounted for as capital expenditures by the Parent Borrower or any of its Restricted Subsidiaries and that actually are paid
for by a Person other than the Parent Borrower or any of its Restricted Subsidiaries to the extent neither the Parent Borrower nor any
of its Restricted Subsidiaries has provided or is required to provide or incur, directly or indirectly, any consideration or obligation
to such Person or any other Person (whether before, during or after such period);
(e) any
expenditures which are contractually required to be, and are, advanced or reimbursed to the Parent Borrower or any of its Restricted
Subsidiaries in cash by a third party (including landlords) during such period of calculation;
(f) the
book value of any asset owned by the Parent Borrower or any of its Restricted Subsidiaries prior to or during such period to the extent
that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse
such asset during such period without a corresponding expenditure actually having been made in such period; provided that (i) any
expenditure necessary in order to permit such asset to be reused shall be included as a capital expenditure during the period in which
such expenditure actually is made and (ii) such book value shall have been included in capital expenditures when such asset was
originally acquired;
(g) that
portion of interest on Indebtedness incurred for capital expenditures which is paid in cash and capitalized in accordance with GAAP;
(h) expenditures
made in connection with the replacement, substitution, restoration, upgrade, development or repair of assets to the extent financed with
(x) insurance or settlement proceeds paid on account of the loss of or damage to the assets being replaced, substituted, restored,
upgraded, developed or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets
being replaced;
(i) in
the event that any equipment is purchased substantially simultaneously with the trade-in of existing equipment, the gross amount of the
credit granted by the seller of such equipment for the equipment being traded in at such time; or
(j) expenditures
relating to the construction, acquisition, replacement, reconstruction, development, refurbishment, renovation or improvement of any
property which has been transferred to a Person other than the Parent Borrower or any of its Restricted Subsidiaries during the same
fiscal year in which such expenditures were made pursuant to a sale-leaseback transaction to the extent of the cash proceeds received
by the Parent Borrower or any of its Restricted Subsidiaries pursuant to such sale-leaseback transaction that are not required to prepay
funded Indebtedness.
“Capitalized Lease
Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized
Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes
thereto) prepared in accordance with GAAP (subject to Section 1.03).
“Capitalized Leases”
means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that
for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability
in accordance with GAAP.
“Capitalized Software
Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by
the Borrowers and the 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 the Parent Borrower and the Restricted Subsidiaries.
“Captive Insurance
Subsidiary” means any Subsidiary of a Borrower that is subject to regulation as an insurance company and provides insurance
to a Borrower and its Restricted Subsidiaries.
“Cash Collateral”
has the meaning specified in Section 2.17(c).
“Cash Collateral
Account” means a blocked account, established for the purposes of Section 2.05(c)(ii), at the Administrative Agent (or
another commercial bank selected by the Administrative Agent) in the name of the Administrative Agent and under the sole dominion and
control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent.
“Cash Collateralize”
has the meaning specified in Section 2.17(c).
“Cash Equivalents”
means any of the following types of Investments, to the extent owned by any Borrower or any of its Restricted Subsidiaries:
(a) (1) Yen,
Dollars, pound sterling, Canadian Dollars or euros or any national currency of any Participating Member State of the EMU; and (2) in
the case of any Foreign Subsidiary or any jurisdiction in which any Borrower or any of its Restricted Subsidiaries conducts business,
such local currencies held by it from time to time in the ordinary course of business and not for speculation;
(b) readily
marketable obligations issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality
thereof the securities of which are guaranteed as a full faith and credit obligation of such government with maturities of 24 months
or less from the date of acquisition;
(c) time
deposits, eurodollar time deposits or demand deposits with, insured certificates of deposit, bankers’ acceptances or overnight
bank deposits of, or letters of credit issued by, any commercial bank that (i) is a Lender or (ii) (A) is organized under
the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation
and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state
thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development and is a member of
the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses
(i) or (ii) being an “Approved Bank”), in each case with maturities not exceeding 24 months from the date
of acquisition thereof;
(d) commercial
paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note
issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured
financing transactions) rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s
(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally
recognized statistical rating agency selected by the Borrowers), in each case with average maturities of not more than 24 months from
the date of acquisition thereof;
(e) marketable
short-term money market and similar funds having a rating of at least P-2 (or the equivalent thereof) or A-2 (or the equivalent thereof)
from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations,
an equivalent rating from another nationally recognized statistical rating agency selected by the Borrowers);
(f) repurchase
obligations for underlying securities of the types described in clauses (b), (c) and (e) above entered into with any Approved
Bank;
(g) securities
with average maturities of 24 months or less from the date of acquisition issued or fully guaranteed (i) by any state, commonwealth
or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by
(ii) any foreign government, in each case, having an Investment Grade Rating from either S&P or Moody’s (or the equivalent
thereof) (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally
recognized statistical rating agency selected by the Borrowers);
(h) Investments
with average maturities of 12 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
shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrowers);
(i) securities
with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by any Approved Bank;
(j) instruments
equivalent to those referred to in clauses (a) through (i) above denominated in euros or any other foreign currency comparable
in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction
outside the United States to the extent reasonably required in connection with any business conducted by the Parent Borrower or any of
its Restricted Subsidiaries;
(k) Investments,
classified in accordance with GAAP as current assets of the Parent Borrower or any of its Restricted Subsidiaries, in money market investment
programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital
of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such Investments are
of the character, quality and maturity described in clauses (a) through (j) of this definition; and
(l) investment
funds investing substantially all of their assets in securities of the types described in clauses (a) through (k) above.
Notwithstanding the foregoing,
Cash Equivalents shall include amounts denominated in currencies other than those specified in clause (a) above; provided
that, except for amounts used to pay non-Dollar-denominated obligations of the Borrowers or any of their Restricted Subsidiaries in the
ordinary course of business, such amounts are converted into any currency listed in clause (a) 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 between any Borrower or any of its Restricted Subsidiaries and any Hedge Bank relating to Cash
Management Services.
“Cash Management
Obligations” means obligations owed by any Borrower or any of its Restricted Subsidiaries in respect of Cash Management Services.
“Cash Management
Services” means any treasury, depositary, disbursement, lockbox, funds transfer, pooling, netting, overdraft, stored value
card, purchase card (including so-called “procurement cards” or “P-cards”), debit card, credit card, e-payable,
cash management and similar services, foreign exchange facilities, and any automated clearing house transfer of funds.
“Casualty Event”
means any event that gives rise to the receipt by any Borrower or any of its Restricted Subsidiaries 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 any Domestic Subsidiary if it has no material assets other than the Equity Interests (including any Indebtedness treated as equity
for U.S. federal income tax purposes) and, if applicable, Indebtedness (and any cash or Cash Equivalents related thereto) of one
or more Foreign Subsidiaries that is a CFC.
“Change in Law”
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty (excluding the taking effect after the date of this Agreement of a law, rule, regulation or treaty adopted prior
to the date of this Agreement), (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 (Pub.L. 111-203, H.R. 4173), all Laws relating thereto, all interpretations and applications thereof
and any compliance by a Lender with any request or directive relating thereto 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 (collectively, “Basel III”), shall,
in each case, for the purposes of this Agreement, be deemed to be adopted and taking effect subsequent to the Closing Date, provided
that a Lender shall be entitled to compensation with respect to any such adoption taking effect, making or issuance becoming effective
after the date of the this Agreement only if it is the applicable Lender’s general policy or practice to demand compensation in
similar circumstances under comparable provisions of other financing agreements.
“Change of Control”
shall be deemed to occur if:
(a)(i) any
Person (other than a Permitted Holder) or (ii) Persons (other than one or more Permitted Holders) constituting a “group”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date), but excluding any
underwriters in connection with a Qualified Primary Equity Offering or a secondary public offering of Equity Interests of the Parent
Borrower, any employee benefit plan of such Person and its Subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan, becomes the “beneficial owner” (as defined in Rules 13(d)-3
and 13(d)-5 under the Exchange Act as in effect on the Closing Date), directly or indirectly, of Equity Interests representing more than
thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company
(it being understood that to the extent any Permitted Holders are members of such group, any Equity Interests held by such Permitted
Holders will be disregarded in calculating such beneficial ownership) 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 Company beneficially owned,
directly or indirectly, in the aggregate by the Permitted Holders, unless, and so long as, the Permitted Holders have 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
Company;
(b) a
“change of control” (or similar event) shall occur in any document pertaining to (i) Indebtedness that constitutes First
Lien Obligations, ABL Obligations or Second Lien Obligations, (ii) any Incremental Equivalent Debt or (iii) any Refinancing
Equivalent Debt or any Refinancing Indebtedness in respect of any of the foregoing, in each case of clauses (i) through (iii) with
an aggregate outstanding principal amount in excess of the Threshold Amount.
Notwithstanding the preceding
or any provision of Section 13d-3 of the Exchange Act, (i) a Person or “group” shall not be deemed to beneficially
own Equity Interests subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar
agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Equity Interests
in connection with the transactions contemplated by such agreement and (ii) the right to acquire Equity Interests (so long as such
Person does not have the right to direct the voting of the Equity Interests subject to such right) or to exercise any veto power in connection
with the acquisition or disposition of Equity Interests will not in itself cause a party to be a beneficial owner.
“Class”
means (a) when used with respect to Lenders, refers to whether such Lender has a Loan or Commitment with respect to a particular
Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving
Credit Commitments, Extended Revolving Credit Commitments of a given Extension Series, Incremental Revolving Credit Commitments
(of the same tranche), Refinancing Revolving Credit Commitments (of the same tranche), Term B Commitments, Incremental Term Commitments
(of the same tranche), Refinancing Term Commitments (of the same tranche) or Commitments in respect of Replacement Term Loans and (c) when
used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit
Loans, Extended Revolving Credit Loans of a given Extension Series, Incremental Revolving Loans (of the same tranche), Refinancing
Revolving Loans (of the same tranche), Term B Loans, Extended Term Loans of a given Extension Series, Incremental Term Loans (of
the same tranche), Refinancing Term Loans (of the same tranche) or Replacement Term Loans. Revolving Credit Loans, Extended Revolving
Credit Loans of a given Extension Series, each tranche of Incremental Revolving Loans, each tranche of Refinancing Revolving Loans, Term
B Loans, Extended Term Loans of a given Extension Series, each tranche of Incremental Term Loans, each tranche of Refinancing Term Loans
or Replacement Term Loans (together with the respective Commitments in respect thereof) shall, at the election of the Parent Borrower,
be construed to be in different Classes; provided that any Incremental Term Loans effected as a Term Loan Increase to any existing
Class of Term Loans and such existing Class of Term Loans shall in all events be part of the same Class.;
provided further that notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, the 2024 Incremental
Term Loans shall be effected via Incremental Term Commitments and shall be in the same Class of Term Loans as the Term B Loans.
“Closing Date”
means October 27, 2021.
“Closing Date Refinancing”
means the refinancing in full of the Term Loans (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement
as of the Closing Date, together with accrued and unpaid interest thereon and fees related thereto from the proceeds of the Term Loans,
the Unsecured Notes and cash on hand of the Company and its Restricted Subsidiaries.
“Closing Fee”
has the meaning specified in Section 2.09(c).
“CME”
means CME Group Benchmark Administration Limited.
“Code”
means the U.S. Internal Revenue Code of 1986, and the United States Treasury Department regulations promulgated thereunder, as amended
from time to time.
“Collateral”
means the “Collateral” as defined in the Security Agreement and all the “Collateral” or “Pledged Collateral”
(or equivalent term) as defined in any other Collateral Document and any other assets pledged pursuant to any Collateral Document, but
in any event excluding Excluded Assets.
“Collateral and
Guarantee Requirement” means, at any time, subject to (x) the applicable limitations set forth in this Agreement and/or
any other Loan Documents, (y) the time periods (and extensions thereof) set forth in Section 6.11 and Section 6.17 and
(z) the terms of any applicable Intercreditor Agreement contemplated hereby, the requirement that:
(a) the
Administrative Agent shall have received each Collateral Document required to be delivered (i) on the Original Closing Date and
(ii) at such time as may be designated therein, pursuant to the Collateral Documents or Sections 2.18, 6.11 or 6.13, subject,
in each case, to the limitations and exceptions of this Agreement and the Collateral Documents, duly executed by each Loan Party party
thereto;
(b) all
Secured Obligations (i) of the Borrowers shall have been unconditionally guaranteed by each Restricted Subsidiary of the Parent
Borrower (other than a Borrower) that is then required to be a Guarantor and (ii) of any Borrower shall have been unconditionally
guaranteed by each other Borrower;
(c) the
Secured Obligations and the Guaranty shall have been secured by a first-priority security interest (subject to Liens permitted by Section 7.01)
in (i) all of the Equity Interests of each wholly-owned Material Domestic Subsidiary (other than a Domestic Subsidiary described
in the following clause (ii)) directly owned by any Borrower or any Guarantor, (ii) 65% of the issued and outstanding
voting Equity Interests and 100% of the non-voting Equity Interests of each Restricted Subsidiary that is a wholly-owned Material Domestic
Subsidiary that is directly owned by any Borrower or by any Guarantor that is a CFC Holdco and (iii) 65% of the issued and outstanding
voting Equity Interests and 100% of the non-voting Equity Interests of each CFC that is a Restricted Subsidiary that is a wholly-owned
Material Foreign Subsidiary that is directly owned by any Borrower or by any Guarantor, in each case other than constituting Excluded
Assets pursuant to clause (vi)(D) of the definition thereof;
(d) except
to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, or under any Collateral Document,
the Secured Obligations and the Guaranty shall have been secured by a perfected first-priority security interest (to the extent such
security interest may be perfected by delivering certificated securities, filing financing statements under the Uniform Commercial Code
or making any necessary filings with the United States Patent and Trademark Office or United States Copyright Office, or, to the extent
required in the Security Agreement (or any other Collateral Document) or this Agreement) in the Collateral of any Borrower and each Guarantor
(including accounts receivable (other than any Securitization Assets subject to a Qualified Securitization Financing), intercompany obligations,
inventory, equipment, investment property, contract rights, applications and registrations of material intellectual property filed in
the United States, other general intangibles and proceeds of the foregoing), in each case, (i) with the priority required by the
Loan Documents and (ii) subject to exceptions and limitations otherwise set forth in this Agreement (for the avoidance of doubt,
including the limitations and exceptions set forth in Section 4.01) and the Collateral Documents;
provided, however, that (i) the
foregoing definition shall not require, and the Loan Documents shall not contain any requirements as to, the creation or perfection of
pledges of, security interests in, mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other
actions with respect to any Excluded Assets (or take any other actions which are expressly not required pursuant to the definition thereof),
(ii) no Loan Party shall be required to prepare or procure any environmental surveys or reports with respect to the real property
of any Loan Party or Restricted Subsidiary and (iii) the Liens required to be granted from time to time pursuant to the Collateral
and Guarantee Requirement shall be subject to exceptions and limitations set forth in this Agreement and the Collateral Documents.
The Administrative Agent
may grant extensions of time for the perfection of security interests in particular assets and the delivery of assets (including extensions
beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) or any other compliance
with the requirements of this definition where it reasonably determines, in consultation with the Administrative Borrower, that perfection
or compliance cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by
this Agreement, the Collateral Documents or the other Loan Documents.
No actions in any non-U.S.
jurisdiction or required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets
located or titled outside of the U.S. or to perfect such security interests, including any intellectual property registered 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 or any requirement to make any filings in any foreign jurisdiction, including with respect to foreign intellectual property).
No actions shall be required with respect to Collateral requiring perfection through control agreements or perfection by “control”
(as defined in the UCC) (including deposit accounts or other bank accounts or securities accounts), other than in respect of (x) promissory
notes and other evidences of Indebtedness owed to a Loan Party and required to be pledged pursuant to the Collateral Documents and (y) certificated
Equity Interests of the Borrowers (other than the Parent Borrower) and wholly-owned Restricted Subsidiaries that are Material Subsidiaries
or Guarantors directly owned by any Borrower or by any Guarantor otherwise required to be pledged pursuant to the provisions of clause
(c) of this definition of “Collateral and Guarantee Requirement” and not otherwise constituting an Excluded Asset. No
Loan Party shall be required to comply with the Federal Assignment of Claims Act of 1940, as amended from time to time (31 U.S.C. §
3727 et seq.), or any similar statute. The foregoing definition shall not require nor shall it permit the Administrative Agent to enter
into any source code escrow arrangement or register or apply to register any intellectual property.
Notwithstanding any of the
foregoing, the Borrowers may cause any Subsidiary that is a Restricted Subsidiary and is not otherwise required to be a Guarantor to
Guarantee the Obligations in accordance with the last sentence of the definition of “Guarantor” in which case such entity
shall be treated as a Guarantor hereunder for all purposes.
“Collateral Documents”
means, collectively, the Security Agreement, the Intellectual Property Security Agreements, collateral assignments, Security Agreement
Supplements, security agreements, pledge agreements, intellectual property security agreements or other similar agreements delivered
to the Administrative Agent pursuant to Section 2.18, Section 4.01(a)(v), Section 6.11 or Section 6.13 and each of
the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the
benefit of the Secured Parties.
“Commitment”
means a Revolving Credit Commitment or Term Commitment, as the context may require.
“Committed Loan
Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation
of Term SOFR Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A
hereto or such other form as may be approved by the Administrative Agent and agreed by the Administrative Borrower (including any form
on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent and agreed by the Administrative
Borrower), appropriately completed and signed by a Responsible Officer of the Administrative 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.
“Compliance Date”
means the last day of any Test Period.
“Compensation Period”
has the meaning specified in Section 2.12(b)(ii).
“Compliance Certificate”
means a certificate substantially in the form of Exhibit D-1 hereto.
“Consolidated Cash
Interest Expense” means, for any period, the sum, without duplication, of
(i) the
cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of the Parent Borrower and the
Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of
the Borrowers and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing and net cash costs (net of payments received) under interest rate Swap Contracts with
respect to Indebtedness,
(ii) any
cash payments made during such period in respect of the accretion or accrual of discounted liabilities referred to in clause (b) below
relating to Funded Debt that were amortized or accrued in a previous period, and
(iii) any
Restricted Payment made pursuant to Section 7.06(b)(xx)(A) the proceeds of which are used to make payments in respect of Indebtedness
which payments would constitute Consolidated Cash Interest Expense if such Indebtedness was Indebtedness of the Parent Borrower;
provided that there shall be
excluded from Consolidated Cash Interest Expense for any period:
(a) deferred
financing costs, debt issuance costs, commissions, fees (including amendment and contract fees) and expenses and, in each case, the amortization
thereof, and any other amounts of non-cash interest,
(b) the
accretion or accrual of discounted liabilities and any prepayment premium or penalty during such period,
(c) non-cash
interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative
instruments pursuant to FASB Accounting Standards Codification Topic 815,
(d) any
cash costs associated with breakage in respect of hedging agreements for interest rates,
(e) all
cash interest expense consisting of (x) liquidated damages for failure to timely comply with registration rights obligations and
(y) one-time financing fees, all as calculated on a consolidated basis in accordance with GAAP,
(f) Transaction
Expenses,
(g) annual
agency fees paid to administrative agents and collateral agents under any credit facilities or other debt instruments or documents,
(h) costs
associated with obtaining Swap Contracts,
(i) any
expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable,
purchase accounting in connection with the Transactions or any acquisition, and
(j) commissions,
discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Financing.
Notwithstanding anything
to the contrary contained herein, for purposes of determining Consolidated Cash Interest Expense the effects of purchase accounting or
recapitalization accounting shall be excluded.
“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 or write-off of (a) intangible assets and non-cash
organization costs, (b) deferred financing fees, debt issuance costs, commissions, fees and expenses, bridge, commitment and other
financing fees, discounts, yield and other fees and charges, (c) unrecognized prior service costs and actuarial gains and losses
related to pensions and other post-employment benefits, (d) Capitalized Software Expenditures, capitalized customer acquisition
costs and incentive payments and capitalized conversion costs and contract acquisition costs and (e) favorable or unfavorable lease
assets or liabilities of such Person and its Restricted Subsidiaries, for such period on a consolidated basis and otherwise determined
in accordance with GAAP.
“Consolidated EBITDA”
means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period:
(a) increased
(without duplication) by the following, in each case (other than in the case of clauses (a)(vii), (ix) and (xi) below) to the
extent deducted (and not added back) in determining Consolidated Net Income, for such period with respect to such Person and its Restricted
Subsidiaries:
(i) total
interest expense determined in accordance with GAAP (including, to the extent deducted and not added back in computing Consolidated Net
Income, (A) amortization of OID resulting from the issuance of Indebtedness at less than par, (B) all commissions, discounts
and other fees and charges owed with respect to letters of credit or bankers acceptances, (C) non-cash interest payments, (D) the
interest component of Capitalized Leases, (E) net payments, if any, pursuant to interest Swap Contracts with respect to Indebtedness,
(F) amortization of deferred financing fees, debt issuance costs, commissions and fees and (G) the interest component of any
pension or other post-employment benefit 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 other derivative instruments, and costs of surety bonds in connection with financing activities (whether
amortized or immediately expensed), plus
(ii) provision
for taxes based on income or profits or capital gain, including, federal, state, local, franchise, property and similar taxes and foreign
withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties
and interest related to such taxes or arising from tax examinations), plus
(iii) Consolidated
Depreciation and Amortization Expense for such period, plus
(iv) the
amount of any non-controlling interest or minority interest expense consisting of Subsidiary income attributable to minority equity interests
of third parties in any non-wholly-owned Subsidiaries, plus
(v) [reserved],
plus
(vi) any
costs or expenses incurred pursuant to any management equity plan, stock option plan or any other management, director or employee benefit
plan, agreement or any stock subscription or stockholders 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
Equity Interests) solely to the extent that such cash proceeds are excluded from the calculation set forth in Section 7.06(a) and
shall not be, and have not been, designated an Excluded Contribution, plus
(vii) the
amount of “run rate” cost savings, synergies and operating expense reductions or other operating improvements (including,
in each case, as a result of any Specified Transaction) projected by the Administrative Borrower in good faith to result from actions
taken, committed to be taken or with respect to which substantial steps have been taken or are expected in good faith to be taken no
later than twenty-four (24) months after the end of such period (calculated on a pro forma basis as though such cost savings, operating
expense reductions or other operating improvements and synergies had been realized on the first day of such period for which Consolidated
EBITDA is being determined and if such cost savings, operating expense reductions or other operating improvements and synergies were
realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided
that such cost savings, operating expense reductions or other operating improvements and synergies are reasonably identifiable and
factually supportable in the good faith judgment of the Administrative Borrower (it is understood and agreed that “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); provided the amounts under this clause (vii) in any Test
Period, together with any increase pursuant to Section 1.08(c)(E) shall in the aggregate not exceed 35.0% of Consolidated EBITDA
for such Test Period (calculated after giving effect to adjustments under this clause (vii) and all other applicable adjustments
pursuant to this definition of “Consolidated EBITDA”); plus
(viii) [reserved];
plus
(ix) cash
receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net
Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant
to paragraph (b) below for any previous period and not added back, plus
(x) the
amount of loss on sales of Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization
Financing, plus
(xi) such
other adjustments and addbacks (i) evidenced or contained in a due diligence quality of earnings report made available to the Administrative
Agent prepared by (x) a “big four” nationally recognized accounting firm or (y) any other accounting firm reasonably
acceptable to the Administrative Agent or (ii) consistent with Regulation S-X,
(b) decreased
(without duplication) by, to the extent included in determining Consolidated Net Income for such period, any non-cash gains with respect
to cash actually received in a prior period unless such cash did not increase, or was otherwise not included in, Consolidated EBITDA
in any prior period.
Notwithstanding anything
to the contrary contained herein, for purposes of determining Consolidated EBITDA of the Parent Borrower under this Agreement for any
period that includes any of the fiscal quarters ended June 30, 2018, September 30, 2018, December 31, 2018 and March 31,
2019, Consolidated EBITDA of the Parent Borrower for such fiscal quarters shall be deemed to be $51,635,000, $54,427,000, $63,392,000
and $44,756,000, respectively, in each case, for such periods as may be subject to addbacks and adjustments (without duplication) pursuant
to Section 1.08 for the applicable Test Period.
For the avoidance of doubt,
(i) Consolidated EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.08 and (ii) reference
to Consolidated EBITDA of the Parent Borrower means such Consolidated EBITDA calculated on a consolidated basis with respect to the Parent
Borrower and the Restricted Subsidiaries.
“Consolidated First
Lien Net Debt” means, as of any date of determination, any Indebtedness described in clause (a) of the definition of “Consolidated
Total Net Debt” outstanding on such date plus, without duplication, the aggregate undrawn amount of Designated Revolving
Commitments in effect on such date, in each case, that is secured by any Applicable Lien minus the aggregate amount of cash and
Cash Equivalents (other than Restricted Cash), in each case, included on the consolidated balance sheet of the Parent Borrower and the
Restricted Subsidiaries as of such date; provided that Consolidated First Lien Net Debt shall not include Indebtedness (i) in
respect of letters of credit, except to the extent of obligations in respect of amounts drawn under standby letters of credit that are
unreimbursed for at least two (2) Business Days after such amount is drawn, (ii) owed by Unrestricted Subsidiaries, (iii) obligations
in respect of Cash Management Services and (iv) in respect of any Qualified Securitization Financing; it being understood, for the
avoidance of doubt, that obligations under Swap Contracts do not constitute Consolidated First Lien Net Debt. For the avoidance of doubt, Indebtedness
under the ABL Credit Agreement shall be included in Consolidated First Lien Net Debt.
“Consolidated Fixed
Charges” means with respect to any Person for any period, the sum of (i) Consolidated Cash Interest Expense plus
(ii) scheduled payments of principal on long-term Indebtedness for borrowed money (including principal payments in respect of Capitalized
Lease Obligations to the extent allocated to principal, but excluding payments in respect of any intercompany debt and any payments in
respect of purchase price adjustments and earnouts) plus (iii) scheduled cash dividends and scheduled cash distributions
to holders of any class or series of Disqualified Equity Interests declared or paid in accordance with Section 7.06(b)(vi).
“Consolidated Fixed
Charge Coverage Ratio” means for any period, the ratio of (A)(i) Consolidated EBITDA, minus (ii) the aggregate
amount of all Capital Expenditures made by the Parent Borrower and its Restricted Subsidiaries during such period (other than Capital
Expenditures to the extent financed with the proceeds of any Disposition (other than the sale of inventory in the ordinary course of
business)), or the proceeds of any incurrence of Indebtedness (other than the incurrence of any Revolving Credit Loans), but including
Capital Expenditures to the extent financed with proceeds of Revolving Credit Loans), minus (iii) the aggregate amount of
all cash payments made by the Parent Borrower and its Restricted Subsidiaries in respect of income taxes or income tax liabilities (net
of cash income tax refunds) during such period; to (B) Consolidated Fixed Charges for such period.
“Consolidated Net
Income” means, with respect to any Person for any period, the Net Income of such Person and its Restricted Subsidiaries for
such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without
duplication:
(a) any
net after-tax effect of extraordinary, non-recurring, exceptional or unusual gains or losses, charges or expenses (including all fees
and expenses related thereto), losses, charges or expenses relating to any strategic initiatives (including any multi-year strategic
initiatives), Transaction Expenses, restructuring costs and reserves, relocation costs, severance costs and expenses, one-time compensation
charges, closing and consolidation costs for facilities, signing, upfront, retention or completion bonuses, executive recruiting and
retention costs (including payments made to employees pursuant to non-compete agreements), transition costs, costs incurred in connection
with non-ordinary course intellectual property development, integration costs (whether in connection with Permitted Acquisitions, other
acquisitions or otherwise), business optimization expenses (including costs and expenses relating to business optimization programs,
and new systems design, retention charges, system establishment costs (including information technology systems), technology upgrades
and implementation costs and project start-up costs), operating expenses attributable to the implementation of cost-savings initiatives,
consulting fees and curtailments and modifications to pension and post-retirement employee benefit plans, in all cases above for such
period, shall be excluded;
(b) 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, shall be excluded;
(c) any
net after-tax effect of any fees (including finder’s fees, broker’s fees or any other fees), expenses or charges incurred
during such period (including, without limitation, any premiums, make-whole or penalty payments), or any amortization thereof for such
period, in connection with any Investment, Permitted Acquisition or any other acquisition (other than any such other acquisition in the
ordinary course of business) permitted under this Agreement, Disposition (other than in the ordinary course of business), or other transfer
(other than any such transfer in the ordinary course of business), incurrence or repayment of indebtedness (including such fees, expenses
or charges related to the offering and issuance of the Term B Loans, 2024
Incremental Term Loans, ABL Revolving Credit Commitments, the Unsecured Notes and the syndication and incurrence of any securities
or credit facilities), issuance of Equity Interests, recapitalization, refinancing transaction or amendment or modification of any debt
instrument (including any amendment or other modification of any securities, the ABL Credit Agreement, the Unsecured Notes, any other
credit facilities or any other debt instrument) 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 non-recurring 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 FASB Accounting Standards Codification Topic 805,
Business Combinations), shall be excluded;
(d) accruals
and reserves that are established or adjusted within 12 months after the Closing Date that are so required to be established or adjusted
as a result of the Transactions (or within 12 months after the closing of any Permitted Acquisition or any other acquisition (other than
any such other acquisition in the ordinary course of business) that are so required to be established or adjusted as a result of such
Permitted Acquisition or such other acquisition) in accordance with GAAP shall be excluded;
(e) any
net after-tax effect of gains or losses on disposal, abandonment (including asset retirement costs) or discontinuance of disposed, abandoned
or discontinued operations, as applicable, in each case other than in the ordinary course of business, as determined in good faith by
the Administrative Borrower, shall be excluded;
(f) any
net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions or
abandonments or the sale or other disposition of any Equity Interests of any Person, in each case other than in the ordinary course of
business, as determined in good faith by the Administrative Borrower, shall be excluded;
(g) the
Net Income for such period of any Person that is an Unrestricted Subsidiary shall be excluded, and 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 shall be excluded; provided that
Consolidated Net Income of a Person shall 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 subsequently converted into cash or Cash Equivalents) to such Person or a Restricted
Subsidiary thereof in respect of such period by any Subsidiary of such Person that is not a Subsidiary or that is accounted for by the
equity method of accounting;
(h) solely
for the purpose of determining the amount available for Restricted Payments under Section 7.06(a)(iii)(A) and the calculation
of Excess Cash Flow, the Net Income for such period of any Restricted Subsidiary (other than any Borrower (other than the Parent Borrower)
or any Guarantor) shall be excluded 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 (other than restrictions that
have been waived or otherwise released); provided that Consolidated Net Income of a Person will be increased by 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, without duplication, the amount that could have been paid in cash without violating any such restriction or requiring
any such approval, to such Person in respect of such period, to the extent not already included therein;
(i) effects
of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in such Person’s
consolidated financial statements pursuant to GAAP attributable to the application of recapitalization accounting or purchase accounting,
as the case may be, in relation to the Transactions or any consummated Permitted Acquisition or other acquisition (other than any such
other acquisition in the ordinary course of business) or Investments permitted under this Agreement consummated prior to or after the
Closing Date or the amortization or write-off or write-down of any amounts thereof pursuant to GAAP, net of taxes, shall be excluded;
(j) any
net after-tax effect of income (loss) from the early extinguishment or conversion of (i) Indebtedness, (ii) Swap Contracts
or (iii) other derivative instruments shall be excluded;
(k) any
impairment charge or asset write-off or write-down (other than write-offs, write-downs or impairments with respect to accounts receivable
in the normal course or inventory), including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived
assets, investments in debt and equity securities or as a result of a change in law or regulation or in connection with any disposition
of assets, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded,
(l) other
non-cash expenses, charges and losses during such period shall be excluded, in each case other than (A) any non-cash expense, charge
or loss charge either (i) expressly excluded from Consolidated Net Income pursuant to another clause of this definition or (ii) expressly
added back to Consolidated EBITDA pursuant to the definition thereof or (B) any non-cash charge representing amortization of a prepaid
cash item that was paid and not expensed in a prior period; provided that if any non-cash charges or expenses referred to in this
clause (l) represents an accrual or reserve for potential cash item in any future period, (i) such Person may elect not to
exclude such non-cash charge or expense in the current period or (ii) to the extent such Person elects to exclude such non-cash
charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income in such future period
to such extent paid;
(m) other
non-cash gains during such period shall be excluded other than (x) to the extent expressly excluded from Consolidated Net Income
pursuant to another clause of this definition, (y) to the extent expressly deducted from Consolidated EBITDA pursuant to the definition
thereof, or (z) any non-cash gains that represent the reversal of an accrual or reserve for any anticipated cash charges in any
prior period (other than any such accrual or reserve that has been, or, had this Agreement been in effect at such time, would be, excluded
in calculating Consolidated Net Income in accordance with this definition); provided that in the case of any non-cash gain, the
cash receipt in such future period in respect of any non-cash gain which was excluded from the calculation of Consolidated Net Income
pursuant to this clause (m) shall be added to Consolidated Net Income in such future period to such extent received;
(n) any
equity-based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock appreciation
rights, 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 by management of such Person or of a Restricted Subsidiary or any of
its direct or indirect parent companies in connection with the Transactions, shall be excluded;
(o) any
expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made
a determination that there exists reasonable evidence that such amount will in fact be paid for or reimbursed by the insurer or indemnifying
party and only to the extent that such amount is in fact paid for or reimbursed within 365 days of the date of such determination (with
a deduction to be applied to Consolidated Net Income in the applicable future period for any amount so added back in any prior period
to the extent not so paid for or reimbursed within the applicable 365-day period), shall be excluded;
(p) 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 Statement of Financial Accounting Standards Nos. 87, 106 and 112, and any other items of a similar
nature, shall be excluded;
(q) any
non-cash compensation expense resulting from the application of FASB Accounting Standards Codification Topic 718, Compensation—Stock
Compensation or FASB Accounting Standards Codification Subtopic 505-50, Equity-Based Payments to Non-Employees, shall be excluded;
and
(r) the
following items shall be excluded:
(i) any
net unrealized gain or loss (after any offset) resulting in such period from Swap Contracts and the application of Accounting Standards
Codification Topic 815, Derivatives and Hedging;
(ii) 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) Swap Contracts for currency
exchange risk and (B) resulting from intercompany indebtedness among such Person and its Restricted Subsidiaries) and any other
foreign currency transaction or translation gains and losses, to the extent such gain or losses are non-cash items;
(iii) any
non-cash adjustments resulting from the application of Accounting Standards Codification Topic 460, Guarantees, or any comparable
regulation; and
(iv) earn-out
obligations and other contingent consideration obligations (including to the extent accounted for as bonuses, compensation or otherwise
(and including deferred performance incentives in connection with Permitted Acquisitions whether or not a service component is required
from the transferor or its related party)) and adjustments thereof and purchase price adjustments.
In addition, to the extent
not already included in the Consolidated Net Income of such Person in any period and so long as the expenses, charges and losses with
respect to which such amounts relate have not been excluded from Consolidated Net Income of such Person in any period, notwithstanding
anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption
insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection
with any acquisition, Permitted Acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted
under this Agreement.
Notwithstanding the foregoing,
for the purpose of Section 7.06 only (other than Section 7.06(a)(iii)(D)), there shall be excluded from Consolidated Net Income
any income arising from any sale or other disposition of, or other Returns on Investments from, 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, and releases of guarantees, which constitute Restricted Investments by such Person or any of its
Restricted Subsidiaries, 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 Section 7.06(a)(iii)(D) thereof.
For the avoidance of doubt, Consolidated Net Income shall be calculated, including pro forma adjustments, in accordance with Section 1.08
other than for purposes of the definition of Excess Cash Flow.
“Consolidated Senior
Secured Net Debt” means, as of any date of determination, any Indebtedness described in clause (a) of the definition of
“Consolidated Total Net Debt” outstanding on such date plus, without duplication, the aggregate undrawn amount of
Designated Revolving Commitments in effect on such date, in each case, that is secured by a Lien on any asset or property of the Parent
Borrower or any of the Restricted Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for
the benefit of the Indebtedness secured thereby so long as such property or assets are not deducted below) and all secured Incremental
Equivalent Debt and any secured Refinancing Indebtedness in respect thereof incurred in reliance on Section 7.03(w), but excluding
any such Indebtedness that is expressly junior in right of payment to the Obligations, the ABL Obligations and the Second Lien Obligations,
if any minus the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, included on the consolidated
balance sheet of the Parent Borrower and the Restricted Subsidiaries as of such date; provided that Consolidated Senior Secured
Net Debt shall not include Indebtedness (i) in respect of letters of credit, except to the extent of obligations in respect of amounts
drawn under standby letters of credit that are unreimbursed for at least two (2) Business Days after such amount is drawn, (ii) owed
by Unrestricted Subsidiaries, (iii) obligations in respect of Cash Management Services and (iv) in respect of any Qualified
Securitization Financing; it being understood, for the avoidance of doubt, that obligations under Swap Contracts do not constitute Consolidated
Senior Secured Net Debt.
“Consolidated Total
Net Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Parent Borrower
and the Restricted Subsidiaries outstanding on such date, in an amount that would be reflected on a balance sheet (but excluding the
notes thereto) prepared as of such date on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting
of Indebtedness resulting from the application of purchase accounting or recapitalization accounting in connection with the Transactions
or any Permitted Acquisition or any other acquisition permitted under this Agreement) consisting only of Indebtedness for borrowed money
and obligations in respect of Capitalized Leases or other purchase money Indebtedness, plus, without duplication, the aggregate
undrawn amount of Designated Revolving Commitments in effect on such date, minus (b) the aggregate amount of cash and Cash
Equivalents (other than Restricted Cash), in each case, included on the consolidated balance sheet of the Parent Borrower and the Restricted
Subsidiaries as of such date; provided that Consolidated Total Net Debt shall not include Indebtedness (i) in respect of
letters of credit, except to the extent of obligations in respect of amounts drawn under standby letters that are unreimbursed for at
least two (2) Business Days after such amount is drawn, (ii) owed by Unrestricted Subsidiaries, (iii) obligations in respect
of Cash Management Services and (iv) in respect of any Qualified Securitization Financing; it being understood, for the avoidance
of doubt, that obligations under Swap Contracts do not constitute Consolidated Total Net Debt.
“Consolidated Working
Capital” means, with respect to the Parent Borrower and the Restricted Subsidiaries on a consolidated basis at any date of
determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided
that increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current
Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current
and noncurrent and (b) the effects of purchase accounting or recapitalization accounting.
“Contingent Obligations”
means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other 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,
(a) to
purchase any such primary obligation or any property constituting direct or indirect security therefor;
(b) to
advance or supply funds
(i) for
the purchase or payment of any such primary obligation, or
(ii) 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
(c) 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 the definition of “Excess Cash Flow.”
“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.
“Control”,
“Controlled” and “Controlling” have the meaning specified in the definition of “Affiliate.”
“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 a Borrower and/or other companies.
“Covered Entity”
has the meaning specified in Section 10.22(b).
“Covered Party”
has the meaning specified in Section 10.22(a).
“Credit Extension”
means a Borrowing or an LC Borrowing, as applicable.
“Credit Party”
has the meaning specified in Section 9.15.
“Current Assets”
means, with respect to the Parent Borrower and the Restricted Subsidiaries on a consolidated basis at any date of determination, all
assets (other than cash and Cash Equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the
Parent Borrower and the Restricted Subsidiaries as current assets at such date of determination, other than (i) amounts related
to current or deferred Taxes based on income or profits, (ii) assets held for sale, (iii) loans (permitted) to third parties,
(iv) pension assets, (v) deferred bank fees, (vi) derivative financial instruments, (vii) prepaid expenses and (viii) in
the event that a Securitization Financing is accounted for off balance sheet, (x) gross accounts receivable comprising Securitization
Assets sold pursuant to such Securitization Financing less (y) collections against the amount sold pursuant to clause (x).
“Current Liabilities”
means, with respect to the Parent Borrower and the Restricted Subsidiaries on a consolidated basis at any date of determination, all
liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrowers and the Restricted Subsidiaries
as current liabilities at such date of determination, other than (a) the current portion of any Funded Debt and derivative financial
instruments, (b) the current portion of accrued interest, (c) liabilities relating to current or deferred Taxes based on income
or profits, (d) accruals of any costs or expenses related to restructuring reserves or severance, (e) deferred revenue, (f) any
ABL Revolving Loans, Revolving Credit Exposure, Revolving Credit Loans or any other liabilities in respect of revolving loans, swingline
loans or letter of credit obligations under any revolving credit facility, (g) the current portion of any Capitalized Lease Obligation,
(h) the current portion of any other long-term liabilities, (i) liabilities in respect of unpaid earn-outs, (j) amounts
related to derivative financial instruments and assets held for sale, (k) the current portion of pension liabilities, and
(l) liabilities related to assets held for sale.
“Debt Assumption”
has the meaning set forth in Section 2.01(c)(ii).
“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(b)(vii).
“Default”
means any event that is, or with the passage of time or the giving of notice or both, in each case, as set forth under Section 8.01,
without cure or waiver, would be an Event of Default.
“Default Rate”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus
(c) 2.00% per annum; provided that with respect to a Term SOFR Loan, the Default Rate shall be an interest rate equal to
the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.00% per annum, in each case, to the fullest
extent permitted by applicable Laws.
“Default Right”
has the meaning specified in Section 10.22(b).
“Defaulting Lender”
means, subject to Section 2.17(b), any Lender that, as reasonably determined by the Administrative Agent (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
or any other amounts required to be paid by it, which refusal or failure is not cured within two (2) Business Days after the date
of such refusal or failure, (b) has notified the Borrowers or Administrative Agent (which notification has not been withdrawn in
writing) 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 under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business
Days after request by the Administrative Agent, to confirm that it will comply with its funding obligations; provided that a Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such confirmation by the Administrative Agent
or the Borrowers, or (d) has, or has a direct or indirect parent company that has, after the date of this Agreement, (i) become
the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for
the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it;
provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest
in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not
result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments
or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender or (iii) become the subject of a Bail-In Action.
“Designated Preferred
Stock” means Preferred Stock of the Parent Borrower or any direct or indirect parent company thereof (in each case other than
Disqualified Equity Interests) that is issued for cash (other than to the Parent Borrower, a Restricted Subsidiary or an employee stock
ownership plan or trust established by the Parent Borrower or any Subsidiary) and is designated as Designated Preferred Stock pursuant
to a certificate of a Responsible Officer of the Administrative Borrower delivered to the Administrative Agent on or promptly after the
issue date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 7.06(a)(iii) and shall
not be, and have not been, designated an Excluded Contribution.
“Designated Revolving
Commitments” means any commitments to make loans or extend credit on a revolving basis to any Borrower or any of its Restricted
Subsidiaries by any Person other than any Borrower or any of its Restricted Subsidiaries that have been designated pursuant to a certificate
of a Responsible Officer of the Administrative Borrower delivered to the Administrative Agent as “Designated Revolving Commitments”
until such time as the Administrative Borrower subsequently delivers a certificate of a Responsible Officer of the Administrative Borrower
to the Administrative Agent to the effect that such commitments shall no longer constitute “Designated Revolving Commitments.”
“Discount Prepayment
Accepting Lender” has the meaning specified in Section 2.05(a)(v)(B)(2).
“Discount Range”
has the meaning specified in Section 2.05(a)(v)(C)(1).
“Discount Range
Prepayment Amount” has the meaning specified in Section 2.05(a)(v)(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(a)(v)(C) substantially
in the form of Exhibit E-4.
“Discount Range
Prepayment Offer” means the irrevocable written offer by a Lender, substantially in the form of Exhibit E-5, 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 specified in Section 2.05(a)(v)(C)(1).
“Discount Range
Proration” has the meaning specified in Section 2.05(a)(v)(C)(3).
“Discounted Prepayment
Determination Date” has the meaning specified in Section 2.05(a)(v)(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(a)(v)(B)(1), Section 2.05(a)(v)(C)(1) or Section 2.05(a)(v)(D)(1), respectively,
unless a shorter period is agreed to between the Administrative Borrower and the Auction Agent.
“Discounted Term
Loan Prepayment” has the meaning specified in Section 2.05(a)(v)(A).
“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction
and any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, assignment,
transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith,
whether in a single transaction or a series of related transactions; provided that “Disposition” and “Dispose”
shall not include any issuance by the Parent Borrower of any of its Equity Interests to another Person.
“Disqualified Equity
Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which
it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily
redeemable (other than (i) solely for Qualified Equity Interests and cash in lieu of fractional shares or (ii) solely at the
discretion of the issuer), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, asset sale
or similar event so long as any rights of the holders thereof upon the occurrence of a change of control, asset sale or similar event
shall be subject to the prior repayment in full of the Loans (and all other Obligations (other than contingent indemnification obligations
as to which no claim has been asserted) that are accrued and payable) and the termination of the Commitments), (b) is redeemable
at the option of the holder thereof (other than (i) solely for Qualified Equity Interests and cash in lieu of fractional shares
or (ii) as a result of a change of control, asset sale or similar event so long as any rights of the holders thereof upon the occurrence
of a change of control, asset sale or similar event shall be subject to the prior repayment in full of the Loans (and all other Obligations
(other than contingent indemnification obligations as to which no claim has been asserted) that are accrued and payable) and the termination
of the Commitments), in whole or in part, (c) provides for the scheduled payments of dividends in cash or (d) is or becomes
convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests,
in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time of issuance of such Equity Interests;
provided that any Equity Interests held by any future, current or former employee, director, officer, member of management, independent
contractor or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Borrower, any
of its Subsidiaries, any direct or indirect parent companies of the Parent Borrower or any other entity in which the Parent Borrower
or any of its Restricted Subsidiaries has an Investment and is designated in good faith as an “affiliate” by the Board of
Directors (or the compensation committee thereof) of the applicable Borrower, in each case pursuant to any co-invest agreement, equity
subscription or shareholders’ agreement, any management, shareholder, director or employee equity plan, any stock option plan or
any other management or employee benefit plan or agreement shall not constitute Disqualified Equity Interests solely because it may be
required to be repurchased by the Parent Borrower (or any direct or indirect parent thereof) or a 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,
independent contractor’s or consultant’s termination of employment or service, as applicable, death or disability.
“Disqualified Institutions”
means (i) any competitors of any Borrower, the Parent Borrower and its Subsidiaries or Walgreens Co. that have been specified in
writing by the Administrative Borrower (a) to the Lead Arranger prior to the Closing Date or (b) to the Administrative Agent
after the Closing Date (and any such entity’s Affiliates that are identified as such pursuant to this clause (i) or those
that are clearly identifiable as such on the basis of their name (in each case, other than bona fide diversified debt funds)) (other
than those excluded pursuant to clause (ii) hereof), (ii) those particular banks, financial institutions, other institutional
lenders and other Persons that have been specified in writing by the Administrative Borrower (a) to the Lead Arranger prior to the
Closing Date or (b) as mutually agreed by the Administrative Borrower and the Administrative Agent (from and after the Closing Date)
(and any such entity’s Affiliates that are identified as such pursuant to this clause (ii) or those that are clearly identifiable
as such on the basis of their name) and (iii) Excluded Affiliates; provided that any Person that is a Lender or Participant
and subsequently becomes a Disqualified Institution (but was not a Disqualified Institution at the time it became a Lender or Participant)
shall be deemed to not be a Disqualified Institution hereunder with respect to any Loans, Commitments or participations held by it prior
to becoming a Disqualified Institution.
“Documentation Agent”
means BofA Securities, Inc., in its capacity as a documentation agent under this Agreement.
“Dollar”
and “$” mean lawful money of the United States.
“Domestic Subsidiary”
means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.
“ECF Payment Date”
has the meaning specified in Section 2.05(b)(i).
“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 clause (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.
“Elective Guarantor”
has the meaning set forth in the defined term “Guarantors”.
“Eligible Assignee”
has the meaning specified in Section 10.07(a)(i).
“EMU”
means the economic and monetary union as contemplated in the Treaty on European Union.
“Engagement Parties”
means Bank of America, N.A. and the Arranger.
“Environment”
means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such
as wetlands, flora and fauna.
“Environmental Laws”
means any applicable Law (including common law) relating to the prevention of pollution or the protection of the Environment and natural
resources, and the protection of human health and safety as it relates to Hazardous Materials, including any applicable provisions of
the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., the Hazardous Materials
Transportation Act, 49 U.S.C. § 5101 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901
et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq.,
the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651
et seq., and the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., and all analogous state or local statutes,
and the regulations promulgated pursuant thereto.
“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties
or indemnities), of the Loan Parties or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure
to any Hazardous Materials, or (d) the Release or threatened Release of any Hazardous Materials, including, in each case, any such
liability which any Loan Party has retained either contractually or by operation of law.
“Environmental Permit”
means any permit, approval, identification number, license or other authorization required under any Environmental Law.
“Equity Interests”
means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of
capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for
the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities), excluding
from the foregoing any debt securities convertible into Equity Interests, whether or not such debt securities include any right of participation
with Equity Interests, until any such conversion.
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated
thereunder.
“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is under common control with a Loan Party within the meaning of Section 414(b) or
(c) of the Code or Section 4001 of ERISA (and Sections 414(m) and (o) of the Code for purposes of provisions relating
to Section 412 of the Code).
“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a 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 a Loan Party or any ERISA Affiliate from a Multiemployer Plan or written notification to a Loan Party or any
ERISA Affiliate that a Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA) or in “endangered”
or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) a determination
that any Pension Plan is in “at risk” status (within the meaning of Section 430(i)(4) of the Code or Section 303(i)(4) of
ERISA); (e) the filing of a written notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment
as a termination under Sections 4041 or 4041A of ERISA, or the receipt of written notice by a Loan Party or any ERISA Affiliate regarding
the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes
grounds under Section 4042 of ERISA for, and that could reasonably be expected to result in, the termination of, or the appointment
of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) with respect to a Pension Plan, the failure to satisfy the
minimum funding standard of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (h) the failure by
a Loan Party or any ERISA Affiliate to make when due any required contribution to a Multiemployer Plan, (i) the occurrence of a
nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result
in liability to a Loan Party; or (j) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but
not delinquent under Section 4007 of ERISA, upon a Loan Party or any ERISA Affiliate.
“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.
“Euro”
means the lawful single currency of the EMU.
“Event of Default”
has the meaning specified in Section 8.01.
“Excess Cash Flow”
means, for any period, an amount equal to:
(a) the
sum, without duplication, of
(i) Consolidated
Net Income for such period;
(ii) an
amount equal to the amount of all non-cash expenses, charges or losses (including depreciation and amortization) 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;
(iii) decreases
in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions (outside of the ordinary course
of business), Permitted Acquisitions or Dispositions by the Borrowers and the Restricted Subsidiaries completed during such period or
the application of purchase accounting or recapitalization accounting);
(iv) [Reserved];
(v) an
amount equal to all cash received for such period on account of any net non-cash gain or income from Investments deducted in a previous
period pursuant to clause (b)(iv) of this definition;
(vi) an
amount deducted as tax expense in determining Consolidated Net Income to the extent in excess of cash taxes paid in such period;
(vii) cash
payments received in respect of Swap Contracts or other derivative instruments during such fiscal year to the extent not included in
arriving at such Consolidated Net Income;
(viii) amounts
deducted from Consolidated Net Income during such period representing expenditures made during any prior period for which a deduction
from Excess Cash Flow was made in such period pursuant to clause (b)(ix), (xii), (xiii) or (xiv) below;
and
(ix) any
amounts required to be added back to Excess Cash Flow in such period pursuant to clause (b)(xi) below;
minus
(b) the
sum (to the extent not deducted or excluded in determining Consolidated Net Income), without duplication, of
(i) an
amount equal to (x) the amount of all non-cash credits (including, to the extent constituting non-cash credits, without limitation,
amortization of deferred revenue acquired as a result of the Transaction or any Permitted Acquisition) included in arriving at Consolidated
Net Income in such period (but excluding any non-cash credit to the extent representing the reversal of an accrual or reserve described
in clause (a)(ii) above) and (y) cash charges, losses or expenses excluded in arriving at Consolidated Net Income in such period
by virtue of clauses (a) through (r) of the definition of Consolidated Net Income;
(ii) without
duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years or pursuant to Section 2.05(b)(i), the
amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property to the extent not expensed
or accrued during such period and/or made in cash during such period, except to the extent financed with the proceeds of long term Indebtedness
(other than revolving Indebtedness) of the Parent Borrower and the Restricted Subsidiaries;
(iii) the
aggregate amount of all principal payments (including (I) the principal component of payments in respect of Capitalized Leases and
(II) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07) and repayments of Indebtedness of the Parent
Borrower or any of its Restricted Subsidiaries, except to the extent financed with the proceeds of long term Indebtedness (other than
revolving Indebtedness) of a Borrower or any of its Restricted Subsidiaries, but excluding principal payments and repayments of (A) Revolving
Credit Loans or other Revolving Credit Exposure (unless there is a corresponding reduction in commitments thereunder and to the extent
not otherwise deducted from the Applicable ECF Percentage of Excess Cash Flow pursuant to Section 2.05(b)(i)(B) in any prior
fiscal year), (B) Indebtedness in respect of the ABL Revolving Loans or any other revolving credit facility (unless there is a corresponding
reduction in commitments thereunder and to the extent not otherwise deducted from the Applicable ECF Percentage of Excess Cash Flow pursuant
to Section 2.05(b)(i)(B) in any prior fiscal year), (C) all prepayments of Term Loans by the Parent Borrower or any of
its Restricted Subsidiaries, (D) Indebtedness to the extent otherwise deducted from the Applicable ECF Percentage of Excess Cash
Flow pursuant to Section 2.05(b)(i)(B) in any prior fiscal year and (E) any Junior Financing to the extent not permitted
to be made pursuant to Section 7.06, in each case, including any debt buyback conducted pursuant to a Dutch auction or open market
purchase based on actual amounts paid;
(iv) an
amount equal to the aggregate net non-cash gain or income from Investments (other than Investments made in the ordinary course of business)
to the extent included in arriving at Consolidated Net Income;
(v) increases
in Consolidated Working Capital for such period (other than any such increases arising from acquisitions (outside the ordinary course
of business), Permitted Acquisitions or Dispositions by a Borrower or any of its Restricted Subsidiaries during such period or the application
of purchase accounting or recapitalization accounting);
(vi) cash
payments by the Parent Borrower or any of its Restricted Subsidiaries during such period in respect of long-term liabilities of the Parent
Borrower or any of its Restricted Subsidiaries other than Indebtedness to the extent such payments are not expensed during such period
or are not deducted (or were excluded) in calculating Consolidated Net Income and except to the extent financed with the proceeds of
long term Indebtedness (other than revolving Indebtedness) of the Parent Borrower or any of its Restricted Subsidiaries;
(vii) [reserved];
(viii) [reserved];
(ix) the
aggregate amount of expenditures actually made by the Parent Borrower or any of its Restricted Subsidiaries in cash during such period
(including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period or
are not deducted (or were excluded) in calculating Consolidated Net Income during such period except to the extent financed with the
proceeds of long term Indebtedness (other than revolving Indebtedness) of the Parent Borrower or any of its Restricted Subsidiaries;
(x) the
aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Parent Borrower or any of its Restricted
Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness except to the extent such
payments were financed with the proceeds of long term Indebtedness (other than revolving Indebtedness) of the Parent Borrower and the
Restricted Subsidiaries;
(xi) without
duplication of amounts deducted from Excess Cash Flow in prior periods, at the option of the Administrative Borrower, the aggregate consideration
required to be paid in cash by the Parent Borrower or any of its Restricted Subsidiaries to a Person that is not the Parent Borrower
or any Restricted Subsidiary thereof pursuant to binding contracts or executed letters-of-intent (the “Contract Consideration”)
entered into prior to or during such period, or, at the Parent Borrower’s option, after the end of such period and prior to the
date of such Excess Cash Flow payment for such period, relating to Permitted Acquisitions or other permitted Investments, Restricted
Payments, Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property to the extent not expensed
and expected to be consummated or made, in each case during the period of four consecutive fiscal quarters of the Parent Borrower following
the end of such period; provided that to the extent the aggregate amount of cash actually utilized to finance such Permitted Acquisitions,
permitted Investments, Restricted Payments, Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property
during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be
added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters; provided, further,
that, without duplication to the immediately preceding proviso, to the extent such cash actually utilized to finance such Permitted Acquisitions,
permitted Investments, Restricted Payments, Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property,
during such period of four consecutive fiscal quarters is financed with the proceeds of long term Indebtedness (other than revolving
Indebtedness) of the Parent Borrower or any of its Restricted Subsidiaries, such amount shall be added to the calculation of Excess Cash
Flow at the end of such period of four consecutive fiscal quarters;
(xii) the
amount of cash taxes paid or payable (to the extent, without duplication, not deducted in any prior period pursuant to this clause (xii))
in such period (including any Tax reserves set aside and without duplication with respect to such period to the extent they exceed the
amount of tax expense deducted in determining Consolidated Net Income for such period);
(xiii) cash
expenditures in respect of Swap Contracts during such period to the extent not deducted in arriving at such Consolidated Net Income;
(xiv) any
payment of cash to be amortized or expensed over a future period and recorded as a long-term asset;
(xv) reimbursable
or insured expenses incurred for such period to the extent that such reimbursement has not yet been received and to the extent not deducted
in arriving at such Consolidated Net Income; and
(xvi) cash
expenditures for costs and expenses (including retention, recruiting, relocation, stay and signing bonuses and expenses) in connection
with the Transactions (including all Transaction Expenses), acquisitions, Investments, Restricted Payments, dispositions and the
issuance of equity interests or Indebtedness, repayment of debt, issuance of equity securities, refinancing transactions or amendments
or other modifications of any debt instrument (including, in each case, any such transaction consummated on the Closing Date and any
such transaction undertaking but not completed), in each case, to the extent not deducted in arriving at such Consolidated Net Income
and to the extent not financed with the proceeds of any long-term Indebtedness (other than revolving loans) of the Parent Borrower and
its Restricted Subsidiaries;
provided that, at
the option of the Parent Borrower, all such payments made after the applicable period and prior to the applicable due date of such Excess
Cash Flow payment may (without duplication of such amount deducted in any period) be deducted from Excess Cash Flow for such prior period.
Notwithstanding anything
in the definition of any term used in the definition of Excess Cash Flow to the contrary, all components of Excess Cash Flow shall be
computed for the Parent Borrower and the Restricted Subsidiaries on a consolidated basis. For the avoidance of doubt, Excess Cash Flow
shall not include pro forma adjustments in accordance with Section 1.08.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended.
“Excluded Affiliate”
means, with respect to any Agent or Agent-Related Person and their respective Affiliates and controlling Persons, (i) any of their
Affiliates that is engaged as principals primarily in private equity, mezzanine financing or venture capital or any of such Affiliate’s
officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents other than, in each case,
any Over the Wall Person or (ii) any of their Affiliates and/or any of their Affiliates’ employees, officers, directors, legal
counsel, professionals and other experts or agents that are engaged directly or indirectly in a sale of the Company and its subsidiaries
as buy-side or sell-side representative and acting in such capacity other than, in each case, any Over the Wall Person.
“Excluded Assets”
means (i) any fee owned Real Property and any leasehold rights and interests in Real Property (including landlord or other third-party
waivers, non-disturbance agreements, estoppels, bailee waivers, warehouseman waivers and collateral access letters), (ii) motor
vehicles, aircraft and other assets subject to certificates of title, to the extent a Lien therein cannot be perfected by the filing
of a UCC financing statement, (iii) commercial tort claims where the applicable Loan Party’s reasonable expectation of recovery
is less than $5,000,000, (iv) any governmental or regulatory licenses or state or local franchises, charters and authorizations
to the extent that the Administrative Agent may not (or is restricted from) validly possess a security interest therein under applicable
Laws (including, without limitation, rules and regulations of any Governmental Authority or agency) or the pledge or creation of
a security interest in which would require governmental consent, approval, license or authorization (to the extent such consent, approval,
license or authorization was not obtained (it being understood and agreed that the Loan Parties shall be under no obligation to obtain
such consent, approval, license or authorization)), other than to the extent such prohibition, limitation or restriction is rendered
ineffective under the UCC or other applicable Law, (v) any particular asset or right under contract, if the pledge thereof or the
security interest therein is prohibited or restricted by applicable Law (including any requirement to obtain the consent of any Governmental
Authority or regulatory authority), other than to the extent such prohibition or restriction is rendered ineffective under the UCC or
other applicable Law, (vi) (A) Margin Stock, (B) Equity Interests in any Person other than wholly-owned Restricted Subsidiaries
(but, in the case of the Equity Interests of any Person that is not a wholly-owned Restricted Subsidiary, only to the extent the organizational
documents or similar agreement with equity holders of such Person do not permit the pledge of such Equity Interests so long as such prohibition
exists), (C) voting Equity Interests or Indebtedness treated as equity for U.S. federal income tax purposes of first tier Foreign
Subsidiaries that are CFCs and first tier CFC Holdcos in excess of 65% of the issued and outstanding voting Equity Interests or Indebtedness
treated as equity for U.S. federal income tax purposes thereof and (D) Equity Interests in any Broker-Dealer Regulated Subsidiary,
Unrestricted Subsidiary, Captive Insurance Subsidiary, not-for-profit Subsidiary, or special purpose securitization vehicle (or similar
entity), including any Securitization Subsidiary, in each case of this clause (D) that are not Guarantors, (vii) any lease,
license or agreement or any property subject to such lease, license or agreement, in each case, to the extent that a grant of a security
interest therein (A) would violate or invalidate such lease, license or agreement or create a right of termination in favor of any
other party thereto (other than a Loan Party after giving effect to the applicable anti-assignment provisions of the UCC) or (B) would
require governmental, regulatory or third-party (other than a Loan Party) approval, consent or authorization pursuant to the terms thereof
(in each case after giving effect to the applicable anti-assignment provisions of the UCC) (other than proceeds and receivables thereof,
the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition) not obtained (without any requirement
to obtain such approval, consent or authorization) (in each case of clauses (A) and (B), (1) after giving effect to the applicable
anti-assignment provisions of the UCC and (2) only to the extent that such limitation on such pledge or security interest is not
otherwise prohibited pursuant to Section 7.09), (viii) letter of credit rights, except to the extent perfection of the security
interest therein is accomplished by the filing of a UCC financing statement (it being understood that no actions shall be required to
perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement), (ix) any intent-to-use
trademark application prior to the filing, and acceptance by the U.S. Patent and Trademark Office, of a “Statement of Use”
or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in
which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application
under applicable federal law, (x) assets where the burden or cost (including adverse tax or regulatory consequences) of obtaining
a security interest therein or perfection thereof exceeds the practical benefit to the Lenders afforded thereby as reasonably determined
by the Administrative Borrower in good faith in consultation with the Administrative Agent; (xi) segregated funds held in a fiduciary
capacity for others (that are not Loan Parties), (xii) any property subject to a Lien permitted by Section 7.01(b), (u) (limited
to Capitalized Leases, Attributable Indebtedness and purchase money security interest or other similar arrangements incurred pursuant
thereto), (w) or (aa) (to the extent relating to a Lien originally incurred pursuant to Section 7.01(b), (u) or (w) subject
to the limitations set forth in this clause (xii)), (xiii) any assets of any Foreign Subsidiary, CFC or CFC Holdco (including Equity
Interests of any Subsidiary of such Subsidiary) and (xiv) the Cash Collateral Account (as such term is defined in the ABL Credit
Agreement as in effect on the Closing Date); provided, however, that Excluded Assets shall not include any Proceeds, substitutions or
replacements of any Excluded Assets referred to in clause (i) through (xiv) (unless such Proceeds, substitutions or replacements
would independently constitute Excluded Assets referred to in clauses (i) through (xiv)). Notwithstanding the foregoing, for so
long as a Subsidiary is an Elective Guarantor, the assets or property purported to be pledged as Collateral, or in which a security interest
if purported to be granted pursuant to any Collateral Document, by such Subsidiary shall be deemed not to be Excluded Assets so long
as such Subsidiary is an Elective Guarantor.
“Excluded Contribution”
means the amount of cash capital contributions to the Parent Borrower or Net Proceeds from the sale or issuance of Qualified Equity Interests
of the Parent Borrower (or issuances of debt securities that have been converted into or exchanged for Qualified Equity Interests) (other
than Refunding Capital Stock, any Designated Preferred Stock, any Equity Interests issued pursuant to any management, shareholder, director
or employee equity plan, any stock option plan or any other management or employee benefit plan or agreement of the Parent Borrower or
any amount to the extent used in the ABL Cure Amount) and designated by the Administrative Borrower to the Administrative Agent as an
Excluded Contribution pursuant to a certificate of a Responsible Officer of the Administrative Borrower delivered to the Administrative
Agent on or promptly after the date such capital contributions are made or such Equity Interests are sold or issued.
“Excluded Information”
means information regarding the Borrowers or their respective affiliates not known to such Lender and that may be material to a decision
by such Lender to participate in such applicable transaction (including Material Non-Public Information).
“Excluded Subsidiary”
means (a) any Subsidiary that is not a wholly-owned Subsidiary of a Borrower or a Guarantor, (b) any Subsidiary that is prohibited
or restricted by applicable Law or by Contractual Obligations existing on the Closing Date (or, in the case of any newly acquired Subsidiary,
in existence at the time of acquisition but not entered into in anticipation of such acquisition and the Collateral and Guarantee Requirement)
from guaranteeing the Obligations (including any requirement for governmental (including regulatory) or third-party (other than a Loan
Party) consent, approval, license or authorization (to the extent such consent, approval, license or authorization was not obtained (it
being understood and agreed that the Loan Parties shall be under no obligation to obtain such consent, approval, license or authorization))),
(c) any Subsidiary where the burden or cost (including adverse tax or regulatory consequences to the Borrowers or any of their direct
or indirect parent companies or Subsidiaries) of obtaining a Guarantee by such Subsidiary would outweigh the practical benefit to be
obtained by the Lenders as reasonably determined by the Administrative Borrower in good faith in consultation with the Administrative
Agent, (d) any Foreign Subsidiary, (e) any Domestic Subsidiary that is (i) a Subsidiary of a Foreign Subsidiary that is
a CFC or (ii) a CFC Holdco, (f) any not-for-profit Subsidiaries, (g) any Unrestricted Subsidiaries, (h) any special
purpose securitization vehicle (or similar entity, including any Securitization Subsidiary), (i) any Captive Insurance Subsidiary,
(j) any Broker-Dealer Regulated Subsidiary, (k) [reserved], (l) any Subsidiary of the Borrowers that is not a Material
Domestic Subsidiary and (m) any Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment that is prohibited
from providing a guarantee pursuant to the terms of any permitted Indebtedness (and such prohibition was not entered into in anticipation
of such acquisition); provided that no Borrower shall constitute an Excluded Subsidiary. Notwithstanding the foregoing,
for so long as a Subsidiary is an Elective Guarantor, such Subsidiary shall be deemed not to be an Excluded Subsidiary.
“Excluded Swap Obligation”
means, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or a portion of the Guarantee
of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof)
is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading
Commission (or the application or official interpretation of any thereof) (i) by virtue of such Guarantor’s failure to constitute
an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after
giving effect to any applicable keepwell, support, or other agreement for the benefit of such Guarantor), at the time the Guarantee of
(or grant of such security interest by, as applicable) such Guarantor would otherwise have become effective with respect to such Swap
Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” as such time 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 Guarantor 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 Guarantor becomes or would become effective with respect
to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor
as specified in any agreement between the relevant Loan Parties and hedge bank applicable to such Swap Obligations. If a Swap Obligation
arises under a Master Agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation
that is attributable to Swaps for which such Guarantee or security interest is or becomes illegal 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).
“Existing Letters
of Credit” has the meaning provided in Section 2.03(n).
“Existing Revolver
Tranche” has the meaning provided in Section 2.16(b).
“Existing Term Loan
Tranche” has the meaning provided in Section 2.16(a).
“Extended Revolving
Credit Commitments” has the meaning provided in Section 2.16(b).
“Extended Revolving
Credit Loans” has the meaning provided in Section 2.16(b).
“Extended Term Loans”
has the meaning provided in Section 2.16(a).
“Extending Revolving
Credit Lender” has the meaning provided in Section 2.16(c).
“Extending Term
Lender” has the meaning provided in Section 2.16(c).
“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 provided in Section 2.16(d).
“Extension Election”
has the meaning provided in Section 2.16(c).
“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 Administrative Borrower’s sole discretion) of any or all applicable Class or Classes be submitted
for Extension.
“Extension Request”
means any Term Loan Extension Request or a Revolver Extension Request, as the case may be.
“Extension Series”
means any Term Loan Extension Series or a Revolver Extension Series, as the case may be.
“Facility”
means a given Class of Term Loans (or, to the extent unfunded, Term Commitments) or Revolving Credit Commitments, as the context
may require.
“fair market value”
means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Administrative Borrower
in good faith.
“FATCA”
means current Sections 1471 through 1474 of the Code (or any amended or successor version thereof that is substantively comparable and
not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement
entered into pursuant thereto, including any intergovernmental agreements and any rules or guidance implementing such intergovernmental
agreements.
“Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members
of the Federal Reserve System on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such
next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1.00%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative
Agent; provided, further, that if the Federal Funds Rate is less than zero, it shall be deemed to be zero for the purposes of
this Agreement.
“Financial Covenants”
has the meaning specified in Section 7.11(b).
“Financial Officer”
means the chief financial officer, controller, treasurer, chief accounting officer or such other financial officer with equivalent duties,
as appropriate, of the applicable Borrower or Borrowers.
“First Lien Financing
Documents” means the “First Lien Financing Documents” as defined in the ABL Intercreditor Agreement.
“First Lien Intercreditor
Agreement” means, either an (a) intercreditor agreement substantially in the form of Exhibit J hereto or (b) a
customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Administrative 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 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 Administrative Borrower may agree. It is understood and agreed that to the
extent this Agreement requires any Indebtedness to be subject to a First Lien Intercreditor Agreement at any time such agreement is not
yet in effect, then the Loan Parties, the Administrative Agent and the Senior Representative for such Indebtedness shall execute and
deliver a First Lien Intercreditor Agreement.
“First Lien Net
Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Debt as of the last
day of such Test Period to (b) Consolidated EBITDA of the Parent Borrower for such Test Period.
“First Lien Obligations”
means the “First Lien Obligations” as defined in the ABL Intercreditor Agreement.
“Fixed Charge Coverage
Ratio” means, with respect to any Test Period, the ratio of (1) Consolidated EBITDA for such Test Period to (2) the
Fixed Charges for such Test Period, in each case calculated on a consolidated basis with respect to the Parent Borrower and the Restricted
Subsidiaries.
“Fixed Charges”
means, with respect to any Person for any period, the sum of: (a) Consolidated Cash Interest Expense of such Person for such period;
(b) all cash dividends or other cash distributions paid (excluding items eliminated in consolidation) on any series of Preferred
Stock during such period; and (c) all cash dividends or other cash distributions paid (excluding items eliminated in consolidation)
on any series of Disqualified Equity Interests during such period. For the avoidance of doubt, Fixed Charges shall be calculated, including
pro forma adjustments, in accordance with Section 1.08.
“Foreign Casualty
Event” has the meaning specified in Section 2.05(b)(viii).
“Foreign Disposition”
has the meaning specified in Section 2.05(b)(viii).
“Foreign Subsidiary”
means any direct or indirect Restricted Subsidiary of the Parent Borrower that is not a Domestic Subsidiary.
“Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to an Issuing Bank, such Defaulting Lender’s Pro Rata Share
or other applicable share provided under this Agreement of the outstanding LC Obligations other than LC 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, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Pro Rata Share or other applicable share
provided under this Agreement of Swing Line Loans other than Swing Line Loans, 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 (or a holding company, investment vehicle or trust for, or owned and operated for the primary
benefit of a natural Person)) that is 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 Parent 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, as in effect from time to time; provided, however,
that if the Administrative Borrower notifies the Administrative Agent that the Administrative Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof (including through
conforming changes made consistent with IFRS) on the operation of such provision (or if the Administrative Agent notifies the Administrative
Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice
is given before or after such change in GAAP or in the application thereof (including through conforming changes made consistent with
IFRS), then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.
“Governmental Authority”
means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory
body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or European
Central Bank).
“Granting Lender”
has the meaning specified in Section 10.07(h).
“Guarantee”
means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness (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, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee
in respect of such Indebtedness of the payment or performance of such Indebtedness, (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 (iv) entered into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness 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 of any other Person, whether or not such Indebtedness is
assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided
that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course
of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition,
Permitted 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.
“Guaranteed Obligations”
has the meaning specified in Section 11.01.
“Guarantor Joinder
Agreement” means a joinder agreement substantially in the form of the Guarantor Joinder Agreement attached as Exhibit H-1
hereto or in such other form agreed by the Administrative Agent and the Administrative Borrower.
“Guarantors”
means (i) in the case of the Secured Obligations of the Parent Borrower, each Subsidiary Borrower and each Restricted Subsidiary
of the Parent Borrower that is a Material Domestic Subsidiary (other than a Subsidiary Borrower or an Excluded Subsidiary unless such
Excluded Subsidiary is then an Elective Guarantor) (including those listed on Schedule I hereto) and any Material Domestic Subsidiary
that shall have become a Guarantor pursuant to Section 6.11 and (ii) in the case of the Secured Obligations of any other
Loan Party, the Parent Borrower, each Subsidiary Borrower and each Restricted Subsidiary of the Parent Borrower that is a Material Domestic
Subsidiary (other than a Subsidiary Borrower or an Excluded Subsidiary unless such Excluded Subsidiary is then an Elective Guarantor)
(including those listed on Schedule I hereto) and any Material Domestic Subsidiary that shall have become a Guarantor pursuant
to Section 6.11. The Parent Borrower in its sole discretion may designate any wholly-owned Restricted Subsidiary that is
not required to be a Guarantor (such a Restricted Subsidiary, an “Elective Guarantor”) to Guarantee the Secured Obligations
by causing such Restricted Subsidiary to execute this Agreement on the Closing Date or a Guarantor Joinder Agreement, and any such Restricted
Subsidiary shall be a Guarantor and Loan Party for all purposes; provided, further, that the Administrative Agent may prohibit
a Foreign Subsidiary from becoming an Elective Guarantor if it determines, in its reasonable credit judgment but after consultation with
the Administrative Borrower, that such Foreign Subsidiary would not provide customary credit support for the Secured Obligations, which
determination may be based upon (A) the amount and enforceability of the Guaranty that would be provided by the proposed Elective
Guarantor, (B) the enforceability of any security interest that may be granted with respect to any Collateral located in the relevant
jurisdiction and/or (C) such proposed Elective Guarantor is organized in a country that is not a member of the Organization for
Economic Cooperation and Development or that is the target of any U.S. sanctions program administered by OFAC.
“Guaranty”
means, collectively, the guaranty of the Secured Obligations by the Guarantors pursuant to this Agreement.
“Hazardous Materials”
means all materials, pollutants, contaminants, chemicals, compounds, constituents, substances or wastes, in any form, including petroleum
or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, or toxic mold that are regulated
pursuant to, or which could give rise to liability under, applicable Environmental Law based on their dangerous or deleterious properties.
“Hedge Bank”
means (i) any Person that is the Administrative Agent, Arranger or a Lender or an Affiliate of the Administrative Agent, Arranger
or a Lender at the time it enters into a Secured Hedge Agreement or a Cash Management Agreement in its capacity as a party thereto or
(ii) any other Person that, in each case, is designated a “Hedge Bank” with respect to such Secured Hedge Agreement
or a Cash Management Agreement, as applicable, in a writing from the Administrative Borrower to the Administrative Agent. If such Person
is not already party hereto as the Administrative Agent or a Lender, such Person shall be required to deliver to the Administrative Agent
a letter agreement reasonably satisfactory to it (i) appointing the Administrative Agent as its agent under the applicable Loan
Documents and (ii) agreeing to be bound by Sections 10.05, 10.08, 10.15, 10.16 and 10.21 and Article IX as if it were a Lender
in order to qualify as a “Hedge Bank”.
“Identified Participating
Lenders” has the meaning specified in Section 2.05(a)(v)(C)(3).
“Identified Qualifying
Lenders” has the meaning specified in Section 2.05(a)(v)(D)(3).
“IFRS”
means international accounting standards as promulgated by the International Accounting Standards Board.
“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 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(f).
“Incremental Commitments”
has the meaning specified in Section 2.14(a).
“Incremental Equivalent
Debt” has the meaning specified in Section 2.14(g).
“Incremental Facility
Closing Date” has the meaning specified in Section 2.14(d).
“Incremental Lenders”
has the meaning specified in Section 2.14(c).
“Incremental Loan”
has the meaning specified in Section 2.14(b).
“Incremental Loan
Request” has the meaning specified in Section 2.14(a).
“Incremental Revolving
Credit Commitments” has the meaning specified in Section 2.14(a).
“Incremental Revolving
Credit Lender” has the meaning specified in Section 2.14(c).
“Incremental Revolving
Loan” has the meaning specified in Section 2.14(b).
“Incremental Term
Commitments” has the meaning specified in Section 2.14(a).
“Incremental Term
Lender” has the meaning specified in Section 2.14(c).
“Incremental Term
Loan” has the meaning specified in Section 2.14(b).
“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following:
(a) all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;
(b) the
maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of
credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments
issued or created by or for the account of such Person;
(c) net
obligations of such Person under any Swap Contract;
(d) all
obligations of such Person to pay the deferred purchase price of property (other than (i) trade accounts and accrued expenses payable
in the ordinary course of business, (ii) any earn-out obligations, including deferred or other contingent purchase price obligations
(including deferred performance incentives, whether or not a service component is required from the transferor or its related party),
until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming
due and payable and (iii) accruals for payroll and other liabilities accrued in the ordinary course of business);
(e) all
Attributable Indebtedness;
(f) all
obligations of such Person in respect of Disqualified Equity Interests, if and to the extent that the foregoing would constitute indebtedness
or a liability in accordance with GAAP;
(g) indebtedness
(excluding prepaid interest thereon) of the types described in clauses (a) through (f) above secured by a Lien on property
owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and
mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse; and
(h) to
the extent not otherwise included above, all Guarantees of such Person in respect of Indebtedness described in clauses (a) through
(g) in respect of any of the foregoing.
For all purposes hereof,
the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person is a general partner, except to the extent such Person’s
liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of
Consolidated Total Net Debt, (B) in the case of the Parent Borrower and the Restricted Subsidiaries, exclude all intercompany Indebtedness
in the ordinary course of business having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and (C) exclude
(i) deferred compensation payable to officers, directors or employees of such Person or any of its Subsidiaries, (ii) deferred
rent, deferred revenue and deferred taxes, in each case, in the ordinary course of business, (iii) payments and distributions to
dissenting stockholders of such Person pursuant to applicable law, (iv) [reserved], (v) any obligations attributable to the
exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto,
(vi) trade liabilities and accounts and accrued expenses payable in the ordinary course of business, (vii) any purchase price
adjustment or earn-out obligation until such obligation is not paid after becoming due and payable and (viii) accruals for payroll,
obligations under employment arrangements and other liabilities accrued in the ordinary course of business. The amount of any net obligation
under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness
of any Person for purposes of clause (g) that is expressly made non-recourse or limited recourse (limited solely to the assets securing
such Indebtedness) to such Person shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness
and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.
“Indemnified Taxes”
means, with respect to any Agent or any Lender, all 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, other than (i) any Taxes imposed on or measured by its net income, however
denominated, and franchise (and similar) Taxes imposed on it, imposed by a jurisdiction as a result of such recipient being organized
in or having its principal office or applicable lending office in such jurisdiction, or as a result of any connection between such Lender
or Agent and such jurisdiction other than any connections arising from executing, delivering, being a party to, engaging in any transactions
pursuant to, performing its obligations under, receiving payments under, or enforcing, any Loan Document, (ii) any Taxes (other
than Taxes described in clause (i) above) imposed by a jurisdiction as a result of such recipient being organized in or having its
principal office or applicable lending office in such jurisdiction, or as a result of any connection between such Lender or Agent and
such jurisdiction other than any connections arising from executing, delivering, being a party to, engaging in any transactions pursuant
to, performing its obligations under, receiving payments under, or enforcing, any Loan Document, (iii) any Taxes attributable to
the failure by or inability of such Agent or Lender to deliver the documentation required to be delivered pursuant to Section 3.01(d),
(iv) any branch profits Taxes imposed by the United States under Section 884(a) of the Code, or any similar Tax, imposed
by any other jurisdiction in which such Lender or Agent is located, (v) in the case of a Lender (other than an assignee pursuant
to a request by a Borrower under Section 3.07), any U.S. federal withholding Tax that is in effect and would apply to amounts payable
with respect to an applicable interest in a Loan or Commitment under a law in effect at the time the Lender acquires such interest in
the applicable Commitment or, to the extent a Lender acquires an interest in a Loan not funded pursuant to a prior Commitment, acquires
such interest in such Loan, or designates a new Lending Office, except to the extent such Lender (or its assignor, if any) was entitled,
immediately prior to the time of designation of a new Lending Office (or assignment or applicable acquisition), to receive additional
amounts from the Borrowers or Guarantors with respect to such Tax pursuant to Section 3.01 and (vi) any Taxes imposed under
FATCA.
“Indemnitees”
has the meaning specified in Section 10.05.
“Independent Financial
Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in
the good faith judgment of the Administrative Borrower, qualified to perform the task for which it has been engaged and that is independent
of the Borrowers and their Affiliates.
“Information”
has the meaning specified in Section 10.08.
“Initial Revolving
Credit Commitment” means, as to each Revolving Credit Lender, its Revolving Credit Commitment as of the Amendment No. 2
Effective Date, as may be increased and decreased from time to time in accordance with this Agreement. The aggregate amount of Initial
Revolving Credit Commitments is $400,000,000.
“Inside Maturity
Basket” means an aggregate principal amount not to exceed the greater of $63,000,000 and 25.0% of Trailing Four Quarter Consolidated
EBITDA for all Indebtedness incurred in reliance on the Inside Maturity Basket.
“Intellectual Property
Security Agreement” has the meaning specified in the Security Agreement.
“Intercompany Note”
means a promissory note substantially in the form of Exhibit G or such other form as agreed by the Administrative Agent.
“Intercreditor Agreements”
means the ABL Intercreditor Agreement, any First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement and, to the extent
permitted under this Agreement, any other lien subordination and intercreditor arrangement reasonably satisfactory to the Administrative
Borrower and the Administrative Agent, collectively, in each case to the extent then in effect.
“Interest Payment
Date” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity
Date of the Facility under which such Loan was made; provided, that if any Interest Period for a Term SOFR 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, the last Business Day of each March, June, September and December and the Maturity Date
of the Facility under which such Loan was made.
“Interest Period”
means, as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as
a Term SOFR Loan and ending on the date one, three or six months thereafter, as selected by the Administrative Borrower in its Committed
Loan Notice; provided that:
(i) any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless,
such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business
Day;
(ii) any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period; and
(iii) no
Interest Period shall extend beyond the applicable Maturity Date.
“Investment”
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 any future, present or former employees, directors, officers, independent
contractors, members of management, manufacturers and consultants, in each case made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and the purchase
or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business
of another Person or assets constituting a business unit, line of business, book of business or division of such Person (excluding, in
the case of the Parent Borrower and the Restricted Subsidiaries, intercompany advances or indebtedness in the ordinary course of business
having a term not exceeding 364 days (inclusive of any roll over or extensions of terms)). For purposes of the definitions of “Unrestricted
Subsidiary” and “Permitted Investments” and the covenants described under Sections 6.14 and 7.06:
(1) “Investments”
shall include the portion (proportionate to the Parent Borrower’s Equity Interest in such Subsidiary) of the fair market value
of the net assets of a Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon
a redesignation of such Subsidiary as a Restricted Subsidiary, the Parent Borrower shall be deemed to continue to have a permanent “Investment”
in an Unrestricted Subsidiary in an amount (if positive) equal to:
(a) the
Parent Borrower’s “Investment” in such Subsidiary at the time of such redesignation; less
(b) the
portion (proportionate to the Parent 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 shall be valued at its fair market value at the time of such transfer.
For purposes of covenant
compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment
for subsequent increases or decreases in the value of such Investment, less any Returns in respect of such Investment; provided,
that in lieu of treating any Returns as a deduction to the amount of any applicable Investment, the Parent Borrower may instead elect
that such Returns be used to increase Section 7.06(a)(iii)(D)(1) to the extent such Returns would otherwise be permitted to
increase Section 7.06(a)(iii)(D)(1) pursuant to the terms thereof.
“Investment Grade
Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P
(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating by any other nationally
recognized statistical rating agency selected by the Administrative Borrower).
“Investment Grade
Securities” means:
(a) securities
issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than
Cash Equivalents);
(b) debt
securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or debt instruments constituting loans
or advances among the Borrowers and the Subsidiaries and their respective equity holders;
(c) investments
in any fund that invests exclusively in investments of the type described in clauses (a) and (b) which fund may also hold immaterial
amounts of cash pending investment or distribution; and
(d) corresponding
instruments in countries other than the United States customarily utilized for high quality investments.
“IP Rights”
has the meaning specified in Section 5.15.
“Issuing Bank”
means as the context may require, (i) Bank of America, N.A. or (ii) any Revolving Credit Lender reasonably acceptable to the
Administrative Agent and the Administrative Borrower, which has agreed to act as Issuing Bank hereunder. An Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the
term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate
or branch and for all purposes of the Loan Documents. References herein and in the other Loan Documents to Issuing Banks shall be deemed
to refer to the Issuing Bank in respect of the applicable Letter of Credit or to all Issuing Banks, as the context requires.
“Junior Financing”
means any Indebtedness (other than the ABL Obligations) that constitutes (i) any Subordinated Indebtedness having an aggregate amount
outstanding in excess of the Threshold Amount and (ii) any junior lien Indebtedness with respect to the Term Loan Priority Collateral,
having an aggregate amount outstanding in excess of the Threshold Amount.
“Junior Financing
Documentation” means any documentation governing any Junior Financing (other than the Second Lien Intercreditor Agreement or
any other lien subordination and intercreditor arrangement with respect to such Junior Financing to which the Administrative Agent is
a party).
“Latest Maturity
Date” means, at any date of determination and with respect to the specified Loans or Commitments (or in the absence of any
such specification, all outstanding Loans and Commitments hereunder), the latest Maturity Date applicable to any such Loans or Commitments
hereunder at such time, including the latest maturity date of any Extended Term Loan, any Extended Revolving Credit Commitment, any Incremental
Term Loans, any Incremental Revolving Credit Commitments, any Refinancing Term Loans or any Refinancing Revolving Credit Commitments,
in each case as extended in accordance with this Agreement from time to time.
“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.
“LC Advance”
means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any LC Borrowing in accordance
with its Pro Rata Share or other applicable share provided for under this Agreement.
“LC 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.
“LC Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made
(or, in accordance with Section 2.03(e), the following day) or refinanced as a Revolving Credit Borrowing.
“LC Credit Extension”
means with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof (other than pursuant to the
terms of an Auto Renewal Letter of Credit), or the increase of the amount thereof.
“LC Disbursement”
means a payment made by any Issuing Bank pursuant to a Letter of Credit.
“LC Documents”
means with respect to any Letter of Credit, the LC Application, and any other document, agreement and instrument entered into by the
applicable Issuing Bank and the Parent Borrower (or any Subsidiary) or in favor of such Issuing Bank and relating to such Letter of Credit.
“LC Exposure”
means at any time, the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (ii) the
aggregate amount of all LC Disbursements in respect of Letters of Credit that have not yet been reimbursed by or on behalf of the applicable
Borrower at such time. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter
of Credit shall be determined in accordance with Section 1.10. For all purposes of this Agreement, if as of 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.
“LC Obligations”
means as of any date of determination, the LC Exposure.
“LC Sublimit”
means an amount equal to $30,000,000, as such amount may be increased from time to time in accordance with Section 2.14 or Section 10.1.
The LC Sublimit is part of, and not in addition to, the Revolving Credit Commitments.
“LCT Election”
has the meaning specified in Section 1.08(g).
“LCT Test Date”
has the meaning specified in Section 1.08(g).
“Lender”
has the meaning specified in the introductory paragraph to this Agreement and their respective successors and assigns as permitted hereunder,
each of which is referred to herein as a “Lender.”
“Lending Office”
means, as to any Lender, such office or offices as a Lender may from time to time notify the Administrative Borrower and the Administrative
Agent.
“Letter of Credit”
means any letter of credit issued hereunder (including the Existing Letters of Credit). 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.
“Lien”
means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale
or other title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any Capitalized Lease
having substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease in
and of itself be deemed a Lien.
“Limited Condition
Transaction” means any (1) acquisition whose consummation is not conditioned on the availability of, or on obtaining,
third party financing, (2) repurchase, repayment or prepayment of Indebtedness that requires the delivery of an irrevocable notice
(provided that such notice may be conditioned on the occurrence of another transaction), (3) Restricted Payment (x) that
requires the delivery of an irrevocable notice (provided that such notice may be conditioned on the occurrence of another transaction)
(including with respect to any Indebtedness contemplated or incurred in connection therewith, or (y) to the extent such Restricted
Payment is consummated in connection with a transaction separately subject to clause (1) or (2) above) or (4) permitted
asset sale or other Disposition.
“Limited Originator
Recourse” means a letter of credit, cash collateral account or other such credit enhancement issued in connection with the
incurrence of Indebtedness by a Securitization Subsidiary under a Qualified Securitization Financing
“Loan”
means an extension of credit by a Lender to the Borrowers in the form of a Term Loan, Revolving Credit Loan or Swing Line Loan.
“Loan Documents”
means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral Documents, (iv) any Refinancing Amendment, Incremental
Amendment, Extension Amendment, Permitted Repricing Amendment or amendment effecting Replacement Term Loans, (v) each LC Application
(vi) each Intercreditor Agreement, (vii) any other document or instrument designated by the Administrative Borrower and the
Administrative Agent as a “Loan Document” and (viii) any amendment or joinder to this Agreement.
“Loan Parties”
means, collectively, the Borrowers and each Guarantor.
“Management Stockholders”
means any present or former members of management of the Parent Borrower or any Restricted Subsidiary who are investors in the Parent
Borrower or any direct or indirect parent thereof, including, for the avoidance of doubt any future members of management of the Parent
Borrower or any Restricted Subsidiary who are investors in the Parent Borrower or any direct or indirect parent thereof, including, for
the avoidance of doubt any future member of management who is elected, appointed or hired when the Permitted Holders (excluding such
future Person) have 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 Parent Borrower.
“Margin Stock”
shall have the meaning assigned to such term in Regulation U of the Board of Governors of the United States Federal Reserve System, 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 Parent Borrower
on the date of the declaration of a Restricted Payment permitted pursuant to Section 7.06(b)(viii) 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.
“Master Agreement”
has the meaning specified in the definition of “Swap Contract.”
“Material Adverse
Effect” means a material and adverse effect on the business, financial condition or results of operations of the Parent Borrower
and its Restricted Subsidiaries, taken as a whole, (b) a material and adverse effect on the rights or remedies, taken as a whole,
of the Administrative Agent or any Lender under the Loan Documents or (c) a material and adverse effect on the ability of the Loan
Parties, taken as a whole, to perform their material payment obligations under the Loan Documents.
“Material Domestic
Subsidiary” means, at any date of determination, each of the Domestic Subsidiaries of the Parent Borrower (a) whose total
assets (when consolidated with the total assets of each of its Restricted Subsidiaries) at the last day of the most recent Test Period
were equal to or greater than 3.75% of Total Assets at such date or (b) whose gross revenues (when consolidated with the gross revenues
of each of its Restricted Subsidiaries) for such Test Period were equal to or greater than 3.75% of the consolidated gross revenues of
the Parent Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP; provided
that if, at any time and from time to time after the Closing Date, for the purposes of Section 6.11, Domestic Subsidiaries not meeting
the thresholds set forth in clauses (a) or (b) that are not Guarantors or previously designated as a Material Domestic Subsidiary
pursuant to clause (i) below comprise in the aggregate more than 7.50% of Total Assets as of the end of the most recently ended
fiscal quarter of the Parent Borrower for which financial statements have been delivered pursuant to Section 6.01 or more than 7.50%
of the consolidated gross revenues of the Parent Borrower and the Restricted Subsidiaries for such Test Period, then the Parent Borrower
shall, not later than forty-five (45) days after the date by which financial statements for such quarter are 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 of such Domestic Subsidiaries as “Material Domestic Subsidiaries” to the
extent required such that the foregoing condition ceases to be true and (ii) comply with the provisions of Section 6.11 applicable
to such Subsidiary.
“Material Foreign
Subsidiary” means, at any date of determination, each of the Foreign Subsidiaries of the Parent Borrower (a) whose total
assets (when consolidated with the total assets of each of its Restricted Subsidiaries) at the last day of the most recent Test Period
were equal to or greater than 3.75% of Total Assets at such date or (b) whose gross revenues (when consolidated with the gross revenues
of each of its Restricted Subsidiaries) for such Test Period were equal to or greater than 3.75% of the consolidated gross revenues of
the Parent Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP; provided
for the purposes of the provisions of the definition of “Collateral and Guarantee Requirement” that if, at any time and from
time to time after the Closing Date, Foreign Subsidiaries not meeting the thresholds set forth in clauses (a) or (b) and not
otherwise previously designated as a Material Foreign Subsidiary pursuant to clause (i) below comprise in the aggregate more than
7.50% of Total Assets as of the end of the most recently ended fiscal quarter of the Parent Borrower for which financial statements have
been delivered pursuant to Section 6.01 or more than 7.50% of the consolidated gross revenues of the Parent Borrower and the Restricted
Subsidiaries for such Test Period, then the Parent Borrower shall, not later than forty-five (45) days after the date by which financial
statements for such quarter are required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent
may agree in its reasonable discretion), designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries as
“Material Foreign Subsidiaries” to the extent required such that the foregoing condition ceases to be true.
“Material IP”
means intellectual property owned by the Loan Parties that, if disposed, would reasonably be expected to result in a Material Adverse
Effect.
“Material Non-Public
Information” means information which is (a) not publicly available (or could not be derived from publicly available information)
and (b) material (as reasonably determined by the Administrative Borrower) with respect to the Parent Borrower and its Subsidiaries
or their respective securities for purposes of United States federal and state securities laws.
“Material Subsidiary”
means any Material Domestic Subsidiary or any Material Foreign Subsidiary. For the avoidance of doubt, no formal designation of a Material
Subsidiary (other than for purposes of Section 6.11 and complying with the provisions of the definition of “Collateral and
Guarantee Requirement” in each case, as set forth in the definitions of Material Domestic Subsidiary and Material Foreign Subsidiary)
shall be required.
“Maturity Date”
means (i) with respect to the Term B Loans and the 2024 Incremental Term Loans, the seventh
anniversary of the Closing Date, (ii) with respect to the Initial Revolving Credit Commitments, the Revolving Maturity Date, (iii) with
respect to any Class of Extended Term Loans or Extended Revolving Credit Commitments, the final maturity date as specified in the
applicable Extension Amendment, (iv) with respect to any Refinancing Term Loans or Refinancing Revolving Credit Commitments, the
final maturity date as specified in the applicable Refinancing Amendment, (v) with respect to any Incremental Loans or Incremental
Revolving Credit Commitments, the final maturity date as specified in the applicable Incremental Amendment and (vi) with respect
to any Replacement Term Loans, the final maturity date as specified in the applicable agreement; provided that, in each case, if
such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.
“Maximum Rate”
has the meaning specified in Section 10.10.
“MFN Adjustment”
has the meaning set forth in Section 2.14(e).
“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.
“Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which
a Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six 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:
(a) the
Asset Sale Prepayment Percentage of the cash proceeds actually received by the Parent Borrower or any of the Restricted Subsidiaries (including
any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise and including casualty insurance settlements and condemnation awards, but in each case only as and when received)
from any Disposition or Casualty Event, net of (i) out-of-pocket fees and expenses actually incurred in connection therewith (including
attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and
recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary
fees and expenses actually incurred in connection therewith), (ii) the principal amount of any Indebtedness (other than Indebtedness
owed to a Borrower Party) that is secured by a Lien (other than a Lien on Term Loan Priority Collateral that ranks pari passu with or
is junior to the Liens on the Term Loan Priority Collateral securing the Obligations) on the asset subject to such Disposition or Casualty
Event and that is required to be repaid in connection with such Disposition or Casualty Event (including ABL Priority Collateral required
to repay ABL Obligations but other than Indebtedness under the Loan Documents), together with any applicable premium, penalty, interest,
breakage costs and other similar amounts, (iii) in the case of any Disposition or Casualty Event by a non-wholly-owned Restricted
Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable to minority
interests and not available for distribution to or for the account of the Parent Borrower or a wholly-owned Restricted Subsidiary as a
result thereof, (iv) Taxes paid or reasonably estimated to be payable, directly or indirectly, as a result thereof (including Taxes
that are or would be imposed on the distribution or repatriation of any such Net Proceeds), (v) the amount of any reasonable reserve
established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant
to clause (iv) above) (x) related to any of the applicable assets and (y) retained by the Parent Borrower or any of the
Restricted Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations and (vi) any funded escrow established pursuant to the documents
evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with
any such sale or disposition (provided that to the extent that any amounts are released from such escrow to the Parent Borrower or a Restricted
Subsidiary, such amounts net of any related expenses shall constitute Net Proceeds); provided that, at the option of the Borrowers, the
Parent Borrower may use all or any portion of such proceeds to acquire, maintain, develop, construct, improve, upgrade, replace or repair
assets used or useful in the business of the Parent Borrower or any of its Restricted Subsidiaries or to make Permitted Acquisitions or
any acquisition of all or substantially all the assets of, or all or a portion of the Equity Interests in, a Person or division or line
of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each case
within 18 months of such receipt, and such proceeds shall not constitute Net Proceeds except to the extent not, within 18 months of such
receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within
such 18 month period but within such 18-month period are contractually committed to be used, then upon the termination of such contract
or if such Net Proceeds are not so used within such 18-month period or, if later, 180 days from the entry into such contractual commitment,
then such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso
(such period, the “Reinvestment Period”)); provided, further, that no proceeds realized in a single transaction or series
of related transactions shall constitute Net Proceeds unless (x) such Net Proceeds resulting therefrom shall exceed $20,000,000 or
(y) in any fiscal year, the aggregate Net Proceeds resulting therefrom shall exceed $40,000,000 in such fiscal year (and thereafter
only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause (a)); and
(b) 100%
of the cash proceeds from the incurrence, issuance or sale by the Parent Borrower or any of the Restricted Subsidiaries of any Indebtedness,
or any sale or issuance of Qualified Equity Interests by the Parent Borrower or any direct or indirect parent of the Parent Borrower,
net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees, underwriting
fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such incurrence, issuance or sale;
provided that with respect to any sale or issuance of Qualified Equity Interests (other than in the form of Disqualified Equity
Interests) by any direct or indirect parent of a Borrower, only the amount of cash from such sale or issuance of Qualified Equity Interests
contributed to the capital of a Borrower shall constitute the Net Proceeds of such sale or issuance.
For purposes of calculating
the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the Parent Borrower or any of its Restricted Subsidiaries
shall be disregarded.
“New Refinancing
Revolving Credit Commitments” has the meaning specified in Section 2.15(a).
“New Refinancing
Term Commitments” has the meaning specified in Section 2.15(a).
“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-Loan Party”
means any Restricted Subsidiary that is not a Loan Party.
“Note”
means a Term Note, a Revolving Credit Note or a Swing Line Note, as the context may require.
“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries 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 or Restricted Subsidiary 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; provided that (i) the Obligations shall exclude all Excluded Swap Obligations and (ii) in no event
shall “Obligations” include any obligations of any Loan Party arising under any Secured Hedge Agreement or any Cash Management
Agreements. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and their
Restricted Subsidiaries to the extent they have obligations under the Loan Documents) include the obligation (including guarantee obligations)
to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and
other amounts payable by any Loan Party under any Loan Document (including any reimbursement obligations in respect of any of the foregoing
that the Administrative Agent has paid or advanced on behalf of such Loan Party pursuant to the terms of the Loan Documents).
“OFAC”
has the meaning specified in Section 5.18(c).
“Offered Amount”
has the meaning specified in Section 2.05(a)(v)(D)(1).
“Offered Discount”
has the meaning specified in Section 2.05(a)(v)(D)(1).
“OID” means
original issue discount.
“Organization Documents”
means, (a) 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); (b) with respect to any limited liability company, the certificate
or articles of formation or organization and operating agreement; and (c) with respect to any partnership, 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 Closing
Date” means August 6, 2019.
“Other Applicable
Indebtedness” has the meaning specified in Section 2.05(b)(vi).
“Other Taxes”
has the meaning specified in Section 3.01(b).
“Outstanding Amount”
means (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the outstanding principal Dollar
amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any
refinancing of outstanding unreimbursed LC Disbursements under Letters of Credit or LC Credit Extensions as a Revolving Credit Borrowing))
and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any LC Obligations on any date, the outstanding
Dollar amount thereof on such date after giving effect to any related LC 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 LC Disbursements under related Letters
of Credit (including any refinancing of outstanding unreimbursed LC Disbursements under related Letters of Credit or related LC Credit
Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit
taking effect on such date.
“Over the Wall Person”
means any directors, officers or senior employees of any Agent or Agent-Related Person or any of their Affiliates who are required, in
accordance with industry regulations, or the applicable Agent or such Affiliate’s internal policies and procedures to act in a supervisory
or managerial capacity and the applicable Agent’s and such Affiliates’ internal legal, compliance, risk management, conflicts
clearance and other support personnel and credit and investment committee members.
“Overnight Rate”
means, for any day, the greater of the Federal Funds Rate and an overnight rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.
“Parent Borrower”
has the meaning specified in the introductory paragraph to this Agreement.
“Participant”
has the meaning specified in Section 10.07(e).
“Participant Register”
has the meaning specified in Section 10.07(e).
“Participating Lender”
has the meaning specified in Section 2.05(a)(v)(C)(2).
“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 or Section 412 of the Code or Section 302 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 in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five (5) plan years.
“Permitted Acquisition”
means any Investment of the type described in clause (3) of the definition of “Permitted Investments” or any acquisition
of assets constituting a business unit, book of business, line of business or division of, or all or substantially all of the assets of
another Person or any Equity Interests in a Person that becomes a Restricted Subsidiary, in each case, to the extent constituting a Permitted
Investment or permitted under Section 7.06.
“Permitted Holder”
means any of (i) any Management Stockholder, (ii) any Permitted Transferee of any of the foregoing Persons and (iii) any
“group” (within the meaning of Section 13(d) or Section 14(d) of the Exchange Act as in effect on the
Closing Date) 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 Persons specified in clauses (i) or (ii) above,
collectively, have beneficial ownership, directly or indirectly, of more than 50% of the aggregate ordinary voting power represented by
the issued and outstanding Equity Interests of the Parent Borrower held by such “group”.
“Permitted Investments”
means:
(1) any
Investment by the Parent Borrower or any of its Restricted Subsidiaries in the Parent Borrower or any of its Restricted Subsidiaries;
provided that any Investment by the Loan Parties in Non-Loan Parties pursuant to this clause (1) shall be (x) made in
the ordinary course of business or (y) otherwise, shall not exceed an aggregate amount equal to the greater of (x) $90,000,000
and (y) 35.0% of Trailing Four Quarter Consolidated EBITDA (with the amount of each Investment and Consolidated EBITDA being measured
at the time such Investment is made and without giving effect to subsequent changes in value, but subject to adjustment as set forth in
the definition of Investment);
(2) any
Investment in assets that were cash, Cash Equivalents or Investment Grade Securities when such Investment was made;
(3) any
Investment by the Parent Borrower or any of its Restricted Subsidiaries in a Person (including, to the extent constituting an Investment
in assets of a Person that represents substantially all of its assets or a division, business unit, book of business, line of business
or product line of such Person) that is engaged (directly or through entities that will be Restricted Subsidiaries) in a business permitted
pursuant to Section 7.07, in each case, 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 (to the extent such Person
is a Restricted Subsidiary), merged or consolidated into, or transfers or conveys substantially all of its assets (or such division, line
of business, book of business, business unit or product line) to, or is liquidated into, the Parent Borrower or any of its Restricted
Subsidiaries;
and, in each case,
any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such amalgamation,
merger, consolidation, transfer, conveyance or liquidation; provided that the aggregate amount of Investments by Loan Parties pursuant
to this clause (3) in assets (other than Equity Interests) that are not (or do not become at the time of such acquisition) directly
owned by a Loan Party or in Equity Interests of Persons that do not become Loan Parties, shall not exceed the greater of $40,000,000 and
15.0% of Trailing Four Quarter Consolidated EBITDA; provided, further, if any acquisition of Equity Interests made pursuant to
this clause (3) is in connection with a Permitted Acquisition of a Person (or Persons) pursuant to which greater than 60% of the
Consolidated EBITDA attributable to such Person (or Persons) is directly generated by such Person (or Persons) that become Guarantors,
then the provisions set forth in this proviso shall not apply; provided, further, that if any Investment made pursuant to
this proviso is in Equity Interests of a Person that subsequently becomes a Loan Party, such Investment shall thereafter be deemed permitted
under clause (1) (without giving effect to the proviso thereto) and shall not be included as having been made pursuant to this clause
(3);
(4) any
Investment in securities or other assets not constituting Cash Equivalents and received in connection with a Disposition made pursuant
to Section 7.05 hereof;
(5) any
Investment (a) made in connection with the Transactions; or (b) existing on the Closing Date or made pursuant to binding commitments
in effect on the Closing Date, in each case under this clause (b) as listed under Schedule 1.01E, or an Investment consisting of
any extension, modification, replacement, renewal or reinvestment of any such Investment or binding commitment existing on the Closing
Date; provided that the amount of any such Investment or binding commitment may only be increased (i) 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 OID or the issuance of pay-in- kind securities) or (ii) as otherwise permitted under this Agreement;
(6) any
Investment acquired by the Parent Borrower or any of its Restricted Subsidiaries:
(i) in
exchange for any other Investment, accounts receivable or endorsements for collection or deposit held by any the Parent Borrower or any
such 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); or
(ii) in
satisfaction of judgments against other Persons; or
(iii) as
a result of a foreclosure by the Parent Borrower or any of its Restricted Subsidiaries with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default; or
(iv) as
a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates;
(7) Investments
in Swap Contracts permitted under Section 7.03(f), Cash Management Services permitted under Section 7.03(l) and ABL Banking
Services Obligations (as defined in the ABL Intercreditor Agreement);
(8) distributions
or payments of Securitization Fees;
(9) Investments
the payment for which consists of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower; provided
that such Equity Interests will not increase the amount available for Restricted Payments under Section 7.06(a)(iii) and may
not be designated an Excluded Contribution;
(10) guarantees
of Indebtedness which guarantees are permitted under Section 7.03, performance guarantees, guarantees of obligations other than Indebtedness
and Contingent Obligations incurred in the ordinary course of business and the creation of Liens on the assets of the Parent Borrower
or any of its Restricted Subsidiaries 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 7.08
(except transactions described in clauses (a), (b), (f), (g), (j), (n), (q), (s), (w), (y) and (z) of such Section);
(12) Investments
consisting of purchases or other acquisitions of inventory, supplies, services, material or equipment or the licensing or contribution
of intellectual property pursuant to customary joint marketing arrangements with other Persons;
(13) Investments
taken together with all other Investments made pursuant to this clause (13) (without giving effect to the sale of an Unrestricted Subsidiary
to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash, Cash Equivalents
or marketable securities) not to exceed the sum of (I) the greater of (x) $130,000,000 and (y) 50.0% of Trailing Four Quarter
Consolidated EBITDA and (II) unused amounts under clause (26) below and Section 7.06(b)(xxiii) (with the amount of each
Investment and Trailing Four Quarter Consolidated EBITDA being measured at the time such Investment is made and without giving effect
to subsequent changes in value but subject to adjustment as set forth in the definition of Investment);
(14) Investments
in, or by, a Securitization Subsidiary that, in the good faith determination of the Administrative Borrower are necessary or advisable
to effect any Qualified Securitization Financing or any purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation
in connection with a Qualified Securitization Financing;
(15) loans
and advances to, or guarantees of Indebtedness of, any future, present or former officers, directors, employees, independent contractors,
consultants, advisors, service providers and members of management (or their Controlled Investment Affiliates or Immediate Family Members)
of the Parent Borrower or any of its Restricted Subsidiaries in an aggregate amount not to exceed the greater of $19,000,000 and 7.50%
of Trailing Four Quarter Consolidated EBITDA (with the amount of each Investment being measured at the time such Investment is made and
without giving effect to subsequent changes in value, but subject to adjustment as set forth in the definition of Investment);
(16) loans
and advances to or notes received from (i) employees, directors, officers, independent contractors, members of management, managers,
advisors, service providers and consultants of the Parent Borrower or any of its Restricted Subsidiaries for business-related travel expenses,
entertainment expenses, moving expenses and other similar expenses or payroll advances, in each case incurred in the ordinary course of
business or consistent with past practices or (ii) future, present and former employees, directors, officers, independent contractors,
members of management, managers, advisors, service providers and consultants of the Parent Borrower or any of its Restricted Subsidiaries
and, in each of the cases in clause (ii), their Controlled Investment Affiliates and Immediate Family Members, to fund such Person’s
purchase of Equity Interests of the Parent Borrower; provided that, to the extent such loans or advances are made in cash, the
amount of such loans and advances used to acquire such Equity Interest shall be contributed to such Borrower in cash as common equity;
(17) advances,
loans or extensions of trade credit in the ordinary course of business by the Parent Borrower or any of its Restricted Subsidiaries;
(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;
(19) Investments
consisting of purchases and acquisitions of assets or services in the ordinary course of business;
(20) Investments
made in the ordinary course of business in connection with obtaining, maintaining or renewing client contacts;
(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 in the ordinary course of business;
(22) Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4
customary trade arrangements with customers consistent with industry practices;
(23) any
Investment by any Captive Insurance Subsidiary in connection with its provision of insurance to the Parent Borrower or any of its Subsidiaries,
which Investment is made in the ordinary course of business 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 respective business, as applicable;
(24) Investments
consisting of promissory notes and other deferred payment obligations and noncash consideration delivered as the purchase consideration
for a Disposition permitted by Section 7.05;
(25) loans
and advances to any direct or indirect shareholder of the Parent Borrower 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 shareholder in accordance with Section 7.06, such Investment being treated for purposes of the applicable clause
of Section 7.06 at the time such loan or advance is made, including any limitations, as if a Restricted Payment made pursuant to
such clause;
(26) any
investment in a joint venture or other business permitted pursuant to Section 7.07 taken together with all other Investments made
pursuant to this clause (26) (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale
do not consist of, or have not been subsequently sold or transferred for, cash, Cash Equivalents or marketable securities) that are at
that time outstanding, not to exceed the greater of (x) $90,000,000 and (y) 35.0% of Trailing Four Quarter Consolidated EBITDA
(with the amount of each 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); provided that if any Investment made pursuant to this proviso is in
Equity Interests of a Person that subsequently becomes a Loan Party, such Investment shall thereafter be deemed permitted under clause
(1) (without giving effect to the proviso thereto) and shall not be included as having been made pursuant to this clause (26);
(27) Investments
in deposit accounts, securities accounts and commodities accounts maintained by any Borrower or any Restricted Subsidiary, so long as
such accounts are used only to maintain cash and Cash Equivalents;
(28) Investments
constituting promissory notes issued by any employee or independent contractors of the Parent Borrower or any of its Restricted Subsidiaries
in connection with any Permitted Acquisition permitted under this Agreement of a Person that becomes a Restricted Subsidiary as a result
thereof (the “Target”) by the Parent Borrower or any of its Restricted Subsidiaries in which such employee or independent
contractor purchases Equity Interests of the Target, which purchase is financed with funds loaned or advanced by the Parent Borrower or
any of its Restricted Subsidiaries to such employee in connection with such Permitted Acquisition; provided that no Event of Default
under Sections 8.01(a) or 8.01(f) (with respect to the Parent Borrower) has occurred and is continuing or would
result therefrom;
(29) loans
and advances to employees or independent contractors of the Parent Borrower or any of its Restricted Subsidiaries so long as such loan
or advance (x) constitutes an advance of one-time payment for the purpose of recruitment or retention or (y) is made for the
purposes of funding of capital expenditures in the ordinary course of business;
(30) Investments
consisting of cash earnest money deposits in connection with a Permitted Acquisition or other Investment permitted hereunder;
(31) Loans
repurchased by the Parent Borrower or a Restricted Subsidiary pursuant to and in accordance with the terms of this Agreement so long as
such Loans are immediately cancelled;
(32) Investments
so long as the Total Net Leverage Ratio (determined on a Pro Forma Basis) is no greater than 5.00 to 1.00;
(33) Investments
made in connection with a Permitted Reorganization; and
(34) Investments
in any Person to which any Borrower or any Restricted Subsidiary outsources operational activities or otherwise related to the outsourcing
of operational activities in the ordinary course of business in an aggregate amount not to exceed $2,500,000.
“Permitted Junior
Secured Refinancing Debt” has the meaning specified in Section 2.15(h)(i).
“Permitted Pari Passu
Secured Refinancing Debt” has the meaning specified in Section 2.15(h)(i).
“Permitted Ratio
Debt” means Indebtedness (including Acquired Indebtedness) incurred or assumed, or shares of Disqualified Equity Interests issued,
by the Parent Borrower or any of its Restricted Subsidiaries or shares of Preferred Stock issued by any Restricted Subsidiary if and to
the extent that (i) in the case of Indebtedness secured by any Applicable Lien, the First Lien Net Leverage Ratio would have been
no greater than 4.50 to 1.00, (ii) in the case of Indebtedness secured by Liens on the Collateral (other than Applicable Liens),
the Senior Secured Net Leverage Ratio would have been no greater than 5.75 to 1.00, or (iii) in the case of Indebtedness that is
unsecured, the Fixed Charge Coverage Ratio would have been no less than 2.00 to 1.00, in each case, determined on a Pro Forma Basis with
respect to the most recently ended Test Period preceding the date on which such Indebtedness is incurred or assumed or such Disqualified
Equity Interests or Preferred Stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such
Designated Revolving Commitments are established after giving Pro Forma Effect to the incurrence of the entire committed amount of Indebtedness
thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed,
in whole or in part, from time to time, without further compliance with Section 7.03); provided that Non-Loan Parties may not incur,
assume, issue or guarantee Indebtedness or issue Disqualified Equity Interests or Preferred Stock the primary obligations under which
is outstanding in reliance on this definition or Section 7.03(w) (to the extent initially incurred, issued or assumed under
Section 7.03(s)) if, after giving Pro Forma Effect to such incurrence, issuance, guarantee or assumption, the aggregate principal
amount of Indebtedness, Disqualified Equity Interests and Preferred Stock of Non-Loan Parties the primary obligations under which are
outstanding in reliance on Section 7.03(s) or Section 7.03(w) (to the extent initially incurred, issued or assumed
under Section 7.03(s)) together with the aggregate principal amount of Indebtedness, Disqualified Equity Interests and Preferred
Stock of Non-Loan Parties the primary obligations under which are outstanding in reliance on (I) Section 7.03(g) or Section 7.03(w) (to
the extent initially incurred, issued or assumed under Section 7.03(g)) and (II) Section 7.03(aa) or Section 7.03(w) (to
the extent initially incurred, issued or assumed under Section 7.03(aa)), would exceed the greater of (x) $65,000,000 and (y) 25.0%
of Trailing Four Quarter Consolidated EBITDA, in each case determined at such time of incurrence, issuance, guarantee or assumption, plus,
in the event of any extension, replacement, refinancing, renewal or defeasance of such Indebtedness, Disqualified Equity Interests or
Preferred Stock pursuant to Section 7.03(s) or 7.03(w), the amount of any Refinancing Indebtedness incurred pursuant to Section 7.03(s) or
7.03(w) to finance (x) tender premium or penalty or premium required to be paid under the terms of the instrument or documents
governing such Indebtedness, Disqualified Equity Interests or Preferred Stock and any defeasance costs and (y) any fees and expenses
(including OID, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Disqualified Equity Interests
or Preferred Stock; provided, that any Indebtedness incurred by any Loan Party pursuant to this definition (other than (I) any Permitted
Ratio Debt consisting of a customary bridge facility so long as the long-term Indebtedness into which such customary bridge facility is
to be converted satisfies this criteria and (II) any Permitted Ratio Debt in an aggregate amount not to exceed the then available
Inside Maturity Basket), as of the relevant closing date, shall not have a final scheduled maturity date earlier than the Maturity Date
of Term B Loans and 2024 Incremental Term Loans and shall have a Weighted Average Life to Maturity
not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans and 2024 Incremental
Term Loans (prior to any extension thereto).
“Permitted Reorganization”
means any re-organization or other similar activities among the Parent Borrower and its Restricted Subsidiaries related to Tax planning
and re-organization, so long as, after giving effect thereto, (a) the Loan Parties are in compliance with the Collateral and Guarantee
Requirement and Sections 6.11 and 6.13, (b) taken as a whole, the value of the Collateral securing the Obligations
and the Guarantees by the Guarantors of the Obligations are not materially reduced, (c) the Liens in favor of the Administrative
Agent for the benefit of the Secured Parties under the Collateral Documents are not materially impaired and (d) no Unrestricted Subsidiaries
are formed except as otherwise permitted under this Agreement (other than pursuant to this term).
“Permitted Repricing
Amendment” has the meaning set forth in Section 10.01.
“Permitted Transferees”
means, in the case of any Management Stockholder, (i) his or her executor, administrator, testamentary trustee, legatee or beneficiaries,
(ii) his or her spouse (or former spouse), parents, siblings, members of his or her immediate family (including adopted children
and step children) and/or direct lineal descendants or (iii) a trust, the beneficiaries of which, or a corporation or partnership,
the stockholders or partners of which, include only a Management Stockholder and his or her spouse (or former spouse), parents, siblings,
members of his or her immediate family (including adopted children) and/or direct lineal descendants.
“Permitted Unsecured
Refinancing Debt” has the meaning specified in Section 2.15(h)(i).
“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.
“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established or maintained by
any Loan Party (for any current or former employee or other service provider to 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”
means IntraLinks, IntraAgency, SYNDTRAK or another similar electronic system.
“Pledged Debt”
has the meaning specified in the Security Agreement.
“Pledged Equity”
has the meaning specified in the Security Agreement.
“Preferred Stock”
means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up to shares of Equity
Interests of any other class of such Person.
“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 Parent Borrower and their Restricted Subsidiaries than those in the applicable Incremental Amendment, Refinancing Amendment, Extension
Amendment or amendment in respect of Replacement Term Loans or any documents relating to Refinancing Term Loans or Refinancing Revolving
Credit Commitments, Incremental Equivalent Debt or Refinancing Indebtedness.
“Pro Forma Balance
Sheet” means a pro forma consolidated balance sheet of the Company as of March 31, 2019, prepared after giving effect to
the Transactions as if the Transactions had occurred as of such date.
“Pro Forma Basis”
and “Pro Forma Effect” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder,
the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with
Section 1.08.
“Pro Forma Compliance”
means, with respect to the Financial Covenants, compliance on a Pro Forma Basis with the Financial Covenants in accordance with Section 1.08.
“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 and, if applicable and without duplication, Term Loans of such Lender under the applicable Facility
or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities
and, if applicable and without duplication, Term Loans under the applicable Facility or Facilities at such time; provided that,
in the case of the Revolving Credit Commitments of any Class, if such Commitments have been terminated, then the Pro Rata Share of each
Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to
any subsequent assignments made pursuant to the terms hereof.
“Proceeding”
has the meaning specified in Section 10.05.
“Proceeds”
has the meaning specified in the Security Agreement.
“Projections”
has the meaning specified in Section 6.01(c).
“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Public Lender”
has the meaning specified in Section 6.02.
“QFC” has
the meaning specified in Section 10.22(b).
“QFC Credit Support”
has the meaning specified in Section 10.22.
“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, each Loan Party that at the time the relevant guarantee or grant of the relevant security interest
becomes effective with respect to such Swap Obligation 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 Equity Interests.
“Qualified Primary
Equity Offering” means the issuance by the Parent Borrower of its common Equity Interests in an underwritten primary public
offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement
filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary
public offering).
“Qualified Securitization
Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (a) such
Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate
economically fair and reasonable to the Parent Borrower and the Securitization Subsidiary and (b) all sales and/or contributions
of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value. The grant of a security interest
in any Securitization Assets of the Parent Borrower or any of the Restricted Subsidiaries (other than a Securitization Subsidiary) to
secure Indebtedness under this Agreement prior to engaging in any Securitization Financing shall not be deemed a Qualified Securitization
Financing.
“Qualifying Lender”
has the meaning specified in Section 2.05(a)(v)(D)(3).
“Quarterly Financial
Statements” means the unaudited consolidated statement of operations of the Parent Borrower for the fiscal quarters ending March 31,
2021 and June 30, 2021 and the related unaudited consolidated balance sheet as of the end of such fiscal quarters.
“Real Property”
means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of
or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all
easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles
and contract rights and other property and rights incidental to the ownership, lease or operation thereof.
“Refinanced Debt”
has the meaning specified in Section 2.15(a).
“Refinanced Loans”
has the meaning specified in Section 2.15(h)(i).
“Refinancing Amendment”
has the meaning specified in Section 2.15(f).
“Refinancing Commitments”
has the meaning specified in Section 2.15(a).
“Refinancing Equivalent
Debt” has the meaning specified in Section 2.15(h)(i).
“Refinancing Facility
Closing Date” has the meaning specified in Section 2.15(d).
“Refinancing Lenders”
has the meaning specified in Section 2.15(c).
“Refinancing Loan”
has the meaning specified in Section 2.15(b).
“Refinancing Loan
Request” has the meaning specified in Section 2.15(a).
“Refinancing Indebtedness”
means (x) Indebtedness incurred by the Parent Borrower or any of its Restricted Subsidiaries, (y) Disqualified Equity Interests
issued by the Parent Borrower or any of its Restricted Subsidiaries or (z) Preferred Stock issued by any Restricted Subsidiary, which,
in each case, serves to extend, replace, refund, refinance, renew or defease any Indebtedness, Disqualified Equity Interests or Preferred
Stock, so long as:
(a) 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 Equity Interests does not exceed the principal amount of (or accreted value, if applicable), plus
any accrued and unpaid interest on, the Indebtedness, the amount of, plus any accrued and unpaid dividends on, the Preferred Stock, or
the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Equity Interests, being so extended, replaced,
refunded, refinanced, renewed or defeased (such Indebtedness or Disqualified Equity Interests or Preferred Stock, the “Applicable
Refinanced Debt”), plus an amount equal to any existing commitments unutilized under such Applicable Refinanced Debt to the
extent permanently terminated at the time of incurrence of such Refinancing Indebtedness plus the amount of any tender premium or penalty
or premium required to be paid under the terms of the instrument or documents governing such Applicable 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 Equity Interests or the extension, replacement, refunding, refinancing, renewal
or defeasance of such Applicable Refinanced Debt;
(b) unless
incurred pursuant to the then available Inside Maturity Basket, such Refinancing Indebtedness has a Weighted Average Life to Maturity
at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness,
Disqualified Equity Interests or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased;
(c) unless
incurred pursuant to the then available Inside Maturity Basket, such Refinancing Indebtedness has a final scheduled maturity date equal
to or later than the final scheduled maturity date of the Indebtedness, Preferred Stock or Disqualified Equity Interests being so extended,
replaced, refunded, refinanced, renewed or defeased (or, if earlier, the date that is 91 days after the Latest Maturity Date);
(d) to
the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Subordinated Indebtedness
(other than Subordinated Indebtedness assumed or acquired in a Permitted Acquisition or any other acquisition and, in each case, not created
in contemplation thereof) such Refinancing Indebtedness is subordinated to the Obligations at least to the same extent as the Indebtedness
being extended, replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Equity Interests or Preferred Stock, such
Refinancing Indebtedness must be Disqualified Equity Interests or Preferred Stock, respectively;
(e) if
the Applicable Refinanced Debt was unsecured, any Refinancing Indebtedness in respect thereof shall be unsecured; and
(f) other
than any Person that is required to be an obligor or guarantor on the Applicable Refinanced Debt permitted under Section 7.03, no
Person shall be an obligor or guarantor on any Refinancing Indebtedness in respect thereof unless such Person is a Borrower or a Guarantor
of the Obligations;
provided, further, that clauses
(b) and (c) of this definition will not apply to any extension, replacement, refunding, refinancing, renewal or defeasance of
any Indebtedness other than Indebtedness incurred under Sections 7.03(m)(ii), (p), (s) or (t), (w) (to the extent originally
Refinancing Indebtedness in respect of the foregoing) or (z), any Subordinated Indebtedness (other than Subordinated Indebtedness assumed
or acquired in a Permitted Acquisition or any other acquisition and, in each case, not created in contemplation thereof), Disqualified
Equity Interests and Preferred Stock.
“Refinancing Revolving
Credit Commitments” has the meaning specified in Section 2.15(a).
“Refinancing Revolving
Credit Lender” has the meaning specified in Section 2.15(c).
“Refinancing Revolving
Loan” has the meaning specified in Section 2.15(b).
“Refinancing Term
Commitments” has the meaning specified in Section 2.15(a).
“Refinancing Term
Lender” has the meaning specified in Section 2.15(c).
“Refinancing Term
Loan” has the meaning specified in Section 2.15(b).
“Refunding Capital
Stock” has the meaning specified in Section 7.06(b)(ii).
“Register”
has the meaning specified in Section 10.07(d).
“Registered Equivalent
Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act
or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued
in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.
“Reimbursement Obligations”
means the obligation of the applicable Borrower to reimburse each Issuing Bank pursuant to Section 2.03(e) for amounts drawn
under Letters of Credit issued by such Issuing Bank.
“Reinvestment Period”
has the meaning specified in the definition of “Net Proceeds.”
“Rejection Notice”
has the meaning specified in Section 2.05(b)(vii).
“Related Indemnified
Person” of an Indemnitee means (1) any Controlling Person or Controlled Affiliate of such Person, (2) the respective
directors, officers, or employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates and (3) the respective
agents or representatives of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, in the case of this clause (3),
acting on behalf of or at the instructions of such Indemnitee, such Controlling Person or such Controlled Affiliate; provided that
each reference to a Controlled Affiliate, director, officer or employee in this definition pertains to a Controlled Affiliate, director,
officer or employee involved in the negotiation, syndication, administration or enforcement of this Agreement and the Facilities.
“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
shareholders, agents, representatives and advisors of such Person and of such Person’s Affiliates.
“Release”
means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing or migrating in, into, onto or through the Environment.
“Released Guarantor”
has the meaning specified in Section 11.09.
“Relevant Governmental
Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor
thereto.
“Replaced Term Loans”
has the meaning specified in Section 10.01.
“Replacement Term
Loans” has the meaning specified in Section 10.01.
“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which
the otherwise applicable notice period has been waived by regulation or otherwise by the PBGC.
“Representatives”
has the meaning specified in Section 10.08.
“Repricing Transaction”
means (i) any prepayment, repayment, refinancing, substitution, replacement or conversion of all or a portion of the Term B Loans
or the 2024 Incremental Term Loans with the proceeds of, or any conversion of Term B Loans
or the 2024 Incremental Term Loans into, any new or replacement tranche of broadly syndicated senior secured first lien term
loans, the primary purpose of which is to reduce the All-In Yield applicable to the Term B Loans or the
2024 Incremental Term Loans so prepaid, prepaid, refinanced, substituted replaced or converted (as determined by the Administrative
Borrower in good faith), (ii) any amendment to this Agreement the primary purpose of which is to reduce the All-In Yield applicable
to the Term B Loans or the 2024 Incremental Term Loans (as determined by the Administrative
Borrower in good faith) or (iii) any Lender is replaced pursuant to Section 3.07 as a result of its failure to consent to an
amendment, amendment and restatement or other modification of the Term B Loans or the 2024 Incremental
Term Loans the primary purpose of which is to reduce the All-In Yield then in effect for the Term B Loans or
the 2024 Incremental Term Loans, in each case of clauses (i) through (iii) excluding any such reduction in All-In
Yield in connection with any Transformative Acquisition or “change of control” transaction.
“Request for Credit
Extension” means (a) with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit Loans, a
Committed Loan Notice, (b) with respect to an LC Credit Extension, a LC Application, and (c) with respect to a Swing Line Loan,
a Swing Line Loan Notice.
“Required Class 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 Dollar amount as of such date of each Lender’s risk participation
and funded participation in LC Obligations and Swing Line Loans, as applicable, 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 Class 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
Dollar amount as of such date of each Lender’s risk participation and funded participation in LC Obligations and Swing Line Loans
being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate
unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the
portion of the Total Outstandings held, or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.
“Required Revolving
Credit Lenders” means, as of any date of determination, Revolving Credit Lenders under the Initial Revolving Credit Commitments
(including, for purposes of this definition of “Required Revolving Credit Lenders” (x) any Extended Revolving Credit
Commitments in respect thereof and (y) any Refinancing Revolving Credit Commitments in respect thereof) having more than 50% of the
sum of the (a) Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and all LC Obligations (with the aggregate Dollar
amount as of such date of each Lender’s risk participation and funded participation in LC Obligations and Swing Line Loans being
deemed “held” by such Lender for purposes of this definition) under the Initial Revolving Credit Commitments and (b) aggregate
unused Initial Revolving Credit Commitments; provided that unused Revolving Credit Commitments of, and the portion of the Outstanding
Amount of all Revolving Credit Loans, Swing Line Loans and all LC Obligations held, or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Revolving Credit Lenders.
“Rescindable Amount”
has the meaning defined in Section 2.12(b)(ii).
“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer”
means the chief executive officer, president, vice president, chief financial officer, chief operating officer, chief administrative officer,
secretary or assistant secretary, controller, treasurer or assistant treasurer or other similar officer or Person performing similar functions
of a Loan Party 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. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized
by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party. Unless otherwise specified, all references herein to a “Responsible Officer”
shall refer to a Responsible Officer of the Administrative Borrower.
“Restricted Cash”
means cash and Cash Equivalents which are listed as “Restricted” on the consolidated statement of financial condition of the
Parent Borrower and the Restricted Subsidiaries; provided, that (i) cash and Cash Equivalents restricted under the Loan Documents,
the ABL Financing Documents, or any other agreement, document or instrument evidencing Indebtedness that is secured by Liens on the Collateral
that rank pari passu with or junior to the Liens on the Collateral securing the Obligations or the ABL Obligations shall not be deemed
to be “Restricted Cash” as a result of such restrictions and (ii) cash and Cash Equivalents maintained by any Foreign
Subsidiary that is subject to minority shareholder approval before being distributed to the Parent Borrower (a “Shareholder Restriction”)
shall not be deemed to be “Restricted Cash” as a result of such Shareholder Restriction.
“Restricted Investment”
means an Investment other than a Permitted Investment.
“Restricted Payment”
has the meaning specified in Section 7.06(a).
“Restricted Subsidiary”
means any Subsidiary of the Parent Borrower other than an Unrestricted Subsidiary; provided that upon the occurrence of an Unrestricted
Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”
“Returns”
means, with respect to any Investment, any dividends, distributions, interest, fees, premium, return of capital, repayment of principal,
income, profits (from a Disposition or otherwise) and other amounts received or realized by a Borrower or a Restricted Subsidiary in respect
of such Investment.
“Revolver Extension
Request” has the meaning provided in Section 2.16(b).
“Revolver Extension
Series” has the meaning provided in Section 2.16(b).
“Revolving Commitment
Increase” has the meaning specified in Section 2.14(a).
“Revolving Credit
Borrowing” means a borrowing consisting of Revolving Credit Loans of the same Class and Type and, in the case of Term SOFR
Loans, having the same Interest Period made by each of the Revolving Credit Lenders.
“Revolving Credit
Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrowers,
(b) purchase participations in LC Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line
Loans, as such commitment may be adjusted in accordance with this Agreement, including (a) reduced from time to time pursuant to
Section 2.06 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Revolving Credit
Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment or (iv) an
Extension. The amount of each Revolving Credit Lender’s Commitment is set forth in Schedule 1.01A hereto under the caption “Revolving
Credit Commitment” or in the Assignment and Assumption, in each case, as may be amended pursuant to any Incremental Amendment, Extension
Amendment or Refinancing Amendment pursuant to which such Lender shall have assumed, increased or decreased its Revolving Credit Commitment,
as the case may be.
“Revolving Credit
Exposure” means, as to each Revolving Credit Lender, the Outstanding Amount of such Revolving Credit Lender’s Revolving
Credit Loans and its Pro Rata Share or other applicable share provided for under this Agreement of the Dollar amount of the LC Obligations
and the Swing Line Obligations at such time.
“Revolving Credit
Facility” means, at any time, the aggregate amount of the Revolving Credit Commitments at such time.
“Revolving Credit
Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time or, if Revolving Credit Commitments
have terminated, Revolving Credit Exposure.
“Revolving Credit
Loans” means any loan made pursuant to the Initial Revolving Credit Commitments, any Incremental Revolving Loan, any Refinancing
Revolving Loan or any loan under any Extended Revolving Credit Commitments, as the context may require.
“Revolving Credit
Note” means a promissory note of the Borrowers payable to any Revolving Credit Lender or its registered assigns, in substantially
the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrowers to such Revolving Credit Lender resulting
from the Revolving Credit Loans made by such Revolving Credit Lender to the Borrowers.
“Revolving Maturity
Date” means the date that is the earlier of (i) the fifth anniversary of the Amendment No. 2 Effective Date and (ii) the
date that is 91 days prior to the stated maturity date applicable to any Term B Loans.
“S&P”
means Standard & Poor’s Ratings Services, a subsidiary of S&P Global Inc., and any successor thereto.
“Same Day Funds”
means immediately available funds.
“SEC” means
the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Second Amendment”
means that certain second amendment and amendment and restatement agreement to the Original Credit Agreement dated as of October 27,
2021 among the Parent Borrower, the Guarantors party thereto, the Administrative Agent and each Lender party thereto.
“Second Lien Intercreditor
Agreement” means either (a) an intercreditor agreement, substantially in the form of Exhibit K hereto or (b) a
customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Administrative Borrower,
which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Lien on the Collateral
securing the Obligations under this Agreement, in each case with such modifications thereto as the Administrative Agent and the Administrative
Borrower may agree.
“Second Lien Obligations”
means the “Second Lien Obligations” as defined in the ABL Intercreditor Agreement.
“Secured Hedge Agreement”
means any Swap Contract permitted under Article VII that is entered into by and between any Borrower or any Restricted Subsidiary
and any Hedge Bank to the extent designated by the Administrative Borrower and such Hedge Bank as a “Secured Hedge Agreement”
in writing to the Administrative Agent; provided, that no such Swap Contract shall be designated as, or shall constitute, a Secured Hedge
Agreement if such Swap Contract constitutes a “Secured Hedge Agreement” (as defined in the ABL Credit Agreement). The designation
of any Secured Hedge Agreement shall not create in favor of such Hedge Bank any rights in connection with the management or release of
Collateral or of the obligations of any Guarantor under the Loan Documents.
“Secured Hedge Obligations”
means all obligations owing to any Hedge Bank by any Borrower or any Restricted Subsidiary under any Secured Hedge Agreement.
“Secured Obligations”
means, collectively, the Obligations, the Secured Hedge Obligations and the Cash Management Obligations.
“Secured Parties”
means, collectively, the Administrative Agent, the Arranger, the Lenders, the Issuing Banks, the Swing Line Lenders, the Hedge Banks and
each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.
“Securities Act”
means the Securities Act of 1933, as amended.
“Securitization Assets”
means (a) the accounts receivable, royalty or other revenue streams and other rights to payment subject to a Qualified Securitization
Financing 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 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 Financing.
“Securitization Financing”
means any transaction or series of transactions that may be entered into by the Parent Borrower or any of its Subsidiaries pursuant to
which the Parent Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in
the case of a transfer by the Parent Borrower or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a
Securitization Subsidiary), or may grant a security interest in, any Securitization Assets of the Parent Borrower or any of its Subsidiaries,
and any assets related thereto, including all collateral securing such Securitization Assets, all contracts and all guarantees or other
obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets that are customarily transferred
or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization
Assets.
“Securitization Repurchase
Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase
such assets arising as a result of a beach of a Standard Securitization Undertaking, including as a result of a receivable or portion
thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any
failure to take action by or any other event relating to the seller.
“Securitization Subsidiary”
means a wholly-owned Subsidiary of the Parent Borrower (or another Person formed for the purposes of engaging in a Qualified Securitization
Financing in which the Parent Borrower or any Subsidiary of the Parent Borrower makes an investment and to which the Parent Borrower or
any Subsidiary of the Parent Borrower transfers Securitization Assets and related assets) that engages in no activities other than in
connection with the financing of Securitization Assets of the Parent Borrower or its Subsidiaries, all proceeds thereof and all rights
(contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business,
and which is designated by the Board of Directors of the Administrative Borrower or such other Person (as provided below) as a Securitization
Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed
by the Parent Borrower or any other Subsidiary of the Parent Borrower, other than another Securitization Subsidiary (excluding guarantees
of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings or Limited
Originator Recourse), (ii) is recourse to or obligates the Parent Borrower or any other Subsidiary of the Parent Borrower, other
than another Securitization Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse
or (iii) subjects any property or asset of any the Parent Borrower or any other Subsidiary of the Parent Borrower, other than another
Securitization Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings or Limited Originator Recourse, (b) with which none of the Parent Borrower or any other Subsidiary of
the Parent Borrower, other than another Securitization Subsidiary, has any material contract, agreement, arrangement or understanding
other than on terms which the Administrative Borrower reasonably believes to be no less favorable to the Parent Borrower or such Subsidiary
than those that might be obtained at the time from Persons that are not Affiliates of the Parent Borrower and (c) to which none of
the Parent Borrower or any other Subsidiary of the Parent Borrower, other than another Securitization Subsidiary, has any obligation to
maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any
such designation by the Board of Directors of the Administrative Borrower or such other Person shall be evidenced to the Administrative
Agent by delivery to the Administrative Agent of a certified copy of the resolution of the Board of Directors of the Administrative Borrower
or such other Person giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation
complied with the foregoing conditions.
“Security Agreement”
means a security agreement substantially in the form of Exhibit F.
“Security Agreement
Supplement” has the meaning specified in the Security Agreement.
“Senior Representative”
means, with respect to any series of secured or subordinated Indebtedness permitted to be incurred under this Agreement, 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.
“Senior Secured Net
Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Senior Secured Net Debt as of the
last day of such Test Period to (b) Consolidated EBITDA of the Parent Borrower for such Test Period.
“SOFR”
means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).
“SOFR Adjustment”
means (a) with respect to Term Loans (i) 0.11448% (11.448 basis points) for an Interest Period of one month’s duration,
(ii) 0.26161% (26.161 basis points) for an Interest Period of three months’ duration and (iii) 0.42826% (42.826 basis
points) for an Interest Period of six months’ duration and (b) with respect to Revolving Credit Loans, zero.
“Solicited Discount
Proration” has the meaning specified in Section 2.05(a)(v)(D)(3).
“Solicited Discounted
Prepayment Amount” has the meaning specified in Section 2.05(a)(v)(D)(1).
“Solicited Discounted
Prepayment Notice” means a written notice of the Administrative Borrower of Solicited Discounted Prepayment Offers made pursuant
to Section 2.05(a)(v)(D) substantially in the form of Exhibit E-6.
“Solicited Discounted
Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of Exhibit E-7,
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(a)(v)(D)(1).
“Solvent”
and “Solvency” mean, with respect to the Parent Borrower and its Subsidiaries on the Closing Date, after giving effect
to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection therewith, that on such date (a) the
sum of the debt (including contingent liabilities) of the Parent Borrower and its Subsidiaries, taken as a whole, does not exceed the
present fair saleable value (on a going concern basis) of the assets of the Parent Borrower and its Subsidiaries, taken as a whole; (b) the
capital of the Parent Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Parent
Borrower and its Subsidiaries, taken as a whole, contemplated as of the Closing Date; and (c) the Parent Borrower and its Subsidiaries,
taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to
pay such debts as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any
time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the
criteria for accrual under Statement of Financial Accounting Standard No. 5).
“SPC” has
the meaning specified in Section 10.07(h).
“Specified Discount”
has the meaning specified in Section 2.05(a)(v)(B)(1).
“Specified Discount
Prepayment Amount” has the meaning specified in Section 2.05(a)(v)(B)(1).
“Specified Discount
Prepayment Notice” means a written notice of the Borrower Offer of Specified Discount Prepayment made pursuant to Section 2.05(a)(v)(B) substantially
in the form of Exhibit E-8.
“Specified Discount
Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit E-9,
to a Specified Discount Prepayment Notice.
“Specified Discount
Prepayment Response Date” has the meaning specified in Section 2.05(a)(v)(B)(1).
“Specified Discount
Proration” has the meaning specified in Section 2.05(a)(v)(B)(3).
“Specified Junior
Financing Obligations” means any obligations in respect of any Junior Financing in respect of which any Loan Party is an obligor
in a principal amount in excess of the Threshold Amount.
“Specified Post-Closing
Undertaking” has the meaning specified in Section 6.18.
“Specified Representations”
means those representations and warranties made by the Loan Parties in Sections 5.01(a) (only with respect to organizational existence
of the Loan Parties), 5.01(b), 5.02(a), 5.02(b)(i) (limited to any contravention arising out of the execution, delivery and performance
of the Loan Documents), 5.04, 5.12, 5.16, 5.18(a)(ii), 5.18(b), 5.18(c)(ii) and 5.19 (subject to the proviso at the end of Section 4.01(a)).
“Specified Transaction”
means (a) the Transactions, (b) any designation of operations or assets of the Parent Borrower or any of its Restricted Subsidiaries
as discontinued operations (as defined under GAAP), (c) any Investment that results in a Person becoming a Restricted Subsidiary,
(d) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, (e) any Permitted Acquisition,
(f) any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Parent Borrower or any Disposition
of a business unit, line of business, book of business or division of the Parent Borrower or any of its Restricted Subsidiaries, in each
case whether by merger, consolidation, amalgamation or otherwise or (g) any incurrence or repayment of Indebtedness (other than Indebtedness
incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes),
a Restricted Payment, Incremental Revolving Credit Commitment, Incremental Revolving Loan or Incremental Term Loan, in each
case, that by the terms of this Agreement requires a financial ratio or test to be calculated on a “Pro Forma Basis” or after
giving “Pro Forma Effect.”
“Standard Securitization
Undertakings” means representations, warranties, covenants and indemnities entered into by a Borrower or any Subsidiary of a
Borrower that are customary in a Securitization Financing.
“Submitted Amount”
has the meaning specified in Section 2.05(a)(v)(C)(1).
“Submitted Discount”
has the meaning specified in Section 2.05(a)(v)(C)(1).
“Subordinated Indebtedness”
means, with respect to the Obligations,
(a) any
Indebtedness of any Borrower which is by its terms junior in right of payment to the Obligations, and
(b) any
Indebtedness of any Guarantor which is by its terms junior in right of payment to the Guarantee of such entity of the Obligations.
“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity (excluding, for the avoidance
of doubt, any charitable organizations and any other Person that meets the requirements of Section 501(c)(3) of the Code) of
which (i) a majority of the shares of securities or other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the
time beneficially owned or (ii) the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries,
or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Parent Borrower.
“Successor Parent
Borrower” has the meaning specified in Section 7.04(d).
“Supported QFC”
has the meaning specified in Section 10.22.
“Swap” means
any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange
Act.
“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options
or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions,
cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter
into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, 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.
“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.
“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based
upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may
include a Lender or any Affiliate of a Lender).
“Swing Line Borrowing”
means a request for Swing Line Loans.
“Swing Line Lender”
means Bank of America, N.A., in its capacity as a lender of Swing Line Loans hereunder.
“Swing Line Loan”
has the meaning specified in Section 2.04(a).
“Swing Line Loan
Notice” means a notice of Swing Line Borrowing, pursuant to Section 2.04(a), which, if in writing, shall be substantially
in the form of Exhibit B hereto or such other form as may be approved by the Administrative Agent and agreed by the Administrative
Borrower (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent),
appropriately completed and signed by a Responsible Officer of the Administrative Borrower.
“Swing Line Note”
means a promissory note of the Borrowers payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-3
hereto, evidencing the aggregate Indebtedness of the Borrowers to such Swing Line Lender resulting from the Swing Line Loans made by such
Swing Line Lender to the Borrowers.
“Swing Line Obligations”
means as of any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.
“Swing Line Sublimit”
means an amount equal to the lesser of (a) $20,000,000 and (b) the remaining amount of undrawn Revolving Credit Commitments
at such time. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.
“Syndication Agent”
means BofA Securities, Inc., in its capacity as syndication agent under this Agreement.
“Taxes”
means all present or future taxes, duties, levies, imposts, assessments or withholdings imposed by any Governmental Authority including
interest, penalties and additions to tax.
“Term B Commitment”
means, as to each Term Lender, its obligation to make a Term B Loan to the Borrowers pursuant to Section 2.01(a) in an aggregate
amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A hereto under the caption “Term B Commitment”
or in the 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 Sections 2.14 and 2.06). The initial aggregate amount of the Term
B Commitments is $600,000,000.
“Term B Loans”
means the term loans made by the Lenders on the Closing Date to the Borrowers pursuant to Section 2.01(a).
“Term Borrowing”
means a borrowing consisting of Term Loans of the same Type and Class and, in the case of Term SOFR Loans, having the same Interest
Period, made by each of the Term Lenders pursuant to Section 2.01(a).
“Term Commitment”
means, as to each Term Lender, its obligation to make Term Loans to the Borrowers hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.06 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 (including
the Amendment No. 3), (iii) a Refinancing Amendment or (iv) an Extension Amendment. The amount of each Term
Lender’s Commitment is set forth on Schedule 1.01A hereto under the caption “Term B Commitment” and/or
“2024 Incremental Term Loan Commitments” or in the Assignment and Assumption, Incremental Amendment, Extension
Amendment or Refinancing Amendment pursuant to which such Lender shall have assumed, increased or decreased its Term Commitment, as the
case may be.
“Term Lender”
means, at any time, any Lender that has a Term Commitment (including the 2024 Incremental Term Commitments)
or a Term Loan (including the 2024 Incremental Term Loans) at such time.
“Term Loan”
means any Term B Loan, Incremental Term Loan (including the 2024 Incremental Term Loans),
Refinancing Term Loan, Extended Term Loan or Replacement Term Loan, as the context may require.
“Term Loan Extension
Request” has the meaning provided in Section 2.16(a).
“Term Loan Extension
Series” has the meaning provided in Section 2.16(a).
“Term Loan Increase”
has the meaning specified in Section 2.14(a).
“Term Loan Priority
Collateral” means the “Term Loan Priority Collateral” as defined in the ABL Intercreditor Agreement.
“Term Note”
means a promissory note of the Borrowers payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1
hereto, evidencing the aggregate Indebtedness of the Borrowers to such Term Lender resulting from the Term Loans made by such Term Lender.
“Term SOFR”
means:
(a) for
any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities
Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate
is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S.
Government Securities Business Day immediately prior thereto, in each case solely with respect to Revolving
Credit Loans, plus the SOFR Adjustment for such Interest Period; and
(b) for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two U.S.
Government Securities Business Days prior to such date with a term of one month commencing that day; provided that if the rate is not
published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government
Securities Business Day immediately prior thereto, in each case solely with respect to Revolving Credit
Loans, plus the SOFR Adjustment for such term;
provided
that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise
be (x) with respect to Term B Loans, less than 0.50%, the Term SOFR shall be deemed 0.50% for purposes of this Agreement, and (y) with
respect to Revolving Credit Loans, less than 0.00%, the Term SOFR shall be deemed 0.00% for purposes of this Agreement.
“Term SOFR Loan”
means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
“Term SOFR Screen
Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative
Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time).
“Test Period”
means, for any date of determination under this Agreement, the four consecutive fiscal quarters of the Parent Borrower most recently ended
as of such date of determination for which financial statements are available, which in the case of Applicable ECF Percentage shall also
be the fiscal year ended.
“Threshold Amount”
means $50,000,000.
“Total Assets”
means the total assets of the Parent Borrower and the Restricted Subsidiaries on a consolidated basis in accordance with GAAP, as shown
on the most recent balance sheet of the Parent Borrower delivered pursuant to Section 6.01(a) or (b) (and, in the case
of any determination relating to any incurrence of Indebtedness or any Investment, Restricted Payment or Permitted Acquisition or other
acquisition, on a Pro Forma Basis including any property or assets being acquired or disposed of in connection therewith) or, for the
period prior to the time any such statements are so delivered pursuant to Section 6.01(a) or (b), the Pro Forma Balance Sheet.
“Total Net Leverage
Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as of the last day of such
Test Period to (b) Consolidated EBITDA of the Parent Borrower for such Test Period.
“Total Outstandings”
means the aggregate Outstanding Amount of all Loans.
“Total Revolving
Credit Commitments” means as of any date of determination, the aggregate amount of the Revolving Credit Commitments then in
effect.
“Total Revolving
Credit Exposure” means as of any date of determination, the aggregate amount of the Revolving Credit Exposure of all Lenders
outstanding as of such date.
“Trailing Four Quarter
Consolidated EBITDA” means Consolidated EBITDA for the most recently ended Test Period (determined on a Pro Forma Basis in accordance
with Section 1.08).
“Transaction Expenses”
means any fees, premiums, expenses or other costs incurred or paid by the Parent Borrower or any of its Subsidiaries in connection with
the Transactions (including fees and expenses in connection with hedging transactions and this Agreement, the other Loan Documents, the
ABL Financing Documents, the Unsecured Financing Documents and the transactions contemplated hereby and thereby).
“Transactions”
means, collectively, (a) the funding of the Term B Loans and the issuance of the Unsecured Notes on the Closing Date and the execution
and delivery of Loan Documents, any amendment to the ABL Financing Documents and the execution and delivery of the Unsecured Financing
Documents to be entered into on the Closing Date, (b) the payment of Transaction Expenses and (e) the Closing Date Refinancing.
“Transformative Acquisition”
means any acquisition by the Parent Borrower or any Restricted Subsidiary that (i) is not permitted by the terms of the Loan Documents
immediately prior to the consummation of such acquisition, (ii) if permitted by the terms of the Loan Documents immediately prior
to the consummation of such acquisition, would not provide the Parent Borrower and the other Restricted Subsidiaries with adequate flexibility
under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined
by the Administrative Borrower acting in good faith based on projections of the combined business (and such projections shall have been
delivered to the Administrative Agent) or (iii) results in a refinancing of the Term B Loans and
2024 Incremental Term Loans that involves an increase of such facility in connection with such acquisition.
“Treasury Capital
Stock” has the meaning specified in Section 7.06(b)(ii).
“Type”
means, with respect to a Loan, its character as a Base Rate Loan or a Term SOFR Loan.
“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by
the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.
“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Uniform Commercial
Code” or “UCC” means the Uniform Commercial Code (or similar code or statute) as the same may from time to
time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the
extent it may be required to perfect a security interest in or otherwise apply 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(d)(ii)(C) and is in substantially the form of Exhibit I
hereto.
“Unrestricted Subsidiary”
means any Subsidiary of the Parent Borrower designated by the Board of Directors of the Administrative Borrower as an Unrestricted Subsidiary
pursuant to Section 6.14 subsequent to the Closing Date.
“Unsecured Financing
Documents” means the Unsecured Notes, the Unsecured Notes Indenture, the other “Notes Documents” (or such comparable
term) as defined in the Unsecured Notes Indenture and each of the other agreements, documents and instruments providing for or evidencing
any of the obligations thereunder, and any other document or instrument executed or delivered at any time in connection with the Unsecured
Notes, to the extent such are effective at the relevant time, as each may be refinanced from time to time.
“Unsecured Notes”
means the Parent Borrower’s 43⁄8% Senior Notes issued on the Closing Date under the Unsecured Notes
Indenture.
“Unsecured Notes
Indenture” means that certain Indenture, dated as of the date hereof, among the Parent Borrower, as issuer, and Ankura Trust
Company, LLC, as trustee.
“U.S. Government
Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial
Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is
a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.
“USA Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public
Law 107-56.
“U.S. Special Resolution
Regimes” has the meaning specified in Section 10.22.
“Weighted Average
Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the
sum of the products obtained by multiplying (a) the amount of each then remaining scheduled installment, sinking fund, serial maturity
or other required scheduled payments of principal, including payment at final scheduled maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the
then outstanding principal amount of such Indebtedness; provided that AHYDO Payments and the effects of any prepayments or amortization
made on such Indebtedness shall be disregarded in making such calculation.
“wholly-owned”
means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than
(x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law)
are owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person.
“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.
“Yen” means
the lawful currency of Japan.
Section 1.02 Other
Interpretive Provisions.
With reference to this Agreement
and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
(b) The
words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used
in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
(c) References
in this Agreement to an Exhibit, Schedule, Article, Section, 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.
(d) The
term “including” is by way of example and not limitation.
(e) The
word “or” is not exclusive.
(f) 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.
(g) 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.”
(h) Section headings
herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.
(i) For
purposes of determining compliance with any Section of Article VII at any time, in the event that any Lien, Investment, Indebtedness
(at the time of incurrence or upon application of all or a portion of the proceeds thereof as permitted under the Loan Documents), Disposition,
Restricted Payment, Affiliate transaction, Contractual Obligation or prepayment of Indebtedness meets the criteria of one or more than
one 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 Administrative Borrower in its sole discretion at such
time (or any later time from time to time, in each case, as determined by the Administrative Borrower in its sole discretion at such time)
and thereafter may be reclassified by the Administrative Borrower in any manner not prohibited by this Agreement.
(j) The
words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
(k) All
references to any Person shall be constructed to include such Person’s successors and assigns (subject to any restriction on assignment
set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or
all of the functions thereof.
(l) The
words “principal amount” shall include the liquidation preference of any Disqualified Equity Interests and Preferred Stock.
(m) For
avoidance of doubt, except where the context shall otherwise require, any reference to any employee, director, officer, member of management,
independent contractor, advisor, service provider or consultant shall refer to any future, current or former employee, director, officer,
member of management, independent contractor, advisor, service provider or consultant.
(n) All
references to “in the ordinary course of business” of any Borrower or any Subsidiary thereof means (i) in the
ordinary course of business of, or in furtherance of an objective that is in the ordinary course of business of any Borrower or such Subsidiary,
as applicable, (ii) customary and usual in the industry or industries of the Borrowers and their Subsidiaries in the United
States or any other jurisdiction in which the Borrowers or any Subsidiary does business, as applicable, or (iii) generally
consistent with the past or current practice of the Borrowers or such Subsidiary, as applicable, or any similarly situated businesses
in the United States or any other jurisdiction in which the Borrowers or any Subsidiary does business, as applicable.
(o) All
references to “knowledge” of any Loan Party or any Restricted Subsidiary means the actual knowledge of a Responsible Officer.
(p) All
certifications to be made hereunder by an officer or representative of a Loan Party shall be made by such person in his or her capacity
solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such Person’s individual
capacity.
(q) Any
reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar
term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited
liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation,
consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited
liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary,
Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity), and
to the extent any covenant in any Loan Document is applicable to such limited liability company immediately prior to such division, such
covenant shall apply to any Person resulting from such division immediately after such division. For the avoidance of doubt, for purposes
of Section 6.11, any Person resulting from such division of a Restricted Subsidiary constitutes a new Restricted Subsidiary that
is created or acquired after the Closing Date.
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, except as otherwise specifically
prescribed herein. Notwithstanding anything to the contrary contained herein, all such financial statements shall be prepared without
giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities
at the fair value thereof. Notwithstanding any other provision contained herein, (a) any obligation of any Person that would have
been treated as an operating lease for purposes of GAAP as of December 14, 2018 (whether or not such obligation was in effect on
such date) shall be accounted for as an operating lease for purposes of this Agreement, notwithstanding any actual or proposed change
in GAAP (whether on a prospective or retroactive basis) after such date and shall not be treated as Indebtedness, Attributable Indebtedness
or a Capitalized Lease and (b) 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 Statement of Financial Accounting Standards 141R
or ASC 805 (or any other financial accounting standard having a similar result or effect).
Section 1.04 Rounding.
Any financial ratios required
to be maintained by the Parent Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted
under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with
a rounding up if there is no nearest number).
Section 1.05 References
to Agreements, Laws, Etc.
Unless otherwise expressly
provided herein, (a) references to Organization Documents, agreements (including the Loan Documents, the ABL Financing Documents
and the Unsecured Financing Documents) and other Contractual Obligations shall be deemed to include all subsequent amendments, restatements,
refinancings, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, refinancings,
extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include
all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. Any term or section
reference herein or in the other Loan Documents which refers to a defined term or section reference in any Organization Document, agreement,
Contractual Obligation or Law shall be deemed to be a cross-reference to the same or comparable defined term or section reference, as
applicable, in any such amendment, refinancing, restatement, renewal, restructuring, extension, supplement or other modification to such
Organization Document, agreement, Contractual Obligation or any such consolidation, amendment, replacement, supplement or interpretation
of such Law.
Section 1.06 Times
of Day.
Unless otherwise specified,
all references herein to times of day shall be references to New York, New York time (daylight or standard, as applicable).
Section 1.07 Timing
of Payment or Performance.
Except as otherwise provided
herein, when the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance
required on 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 1.08 Pro
Forma Calculations.
(a) Notwithstanding
anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, the Senior Secured Net Leverage
Ratio, the First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio and compliance
with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.08;
provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.08,
(A) when calculating any such ratio or test for purposes of the definition of “Applicable Rate” or the Financial Covenants
set forth in Section 7.11 (other than for purposes of determining Pro Forma Compliance), the events described in this Section 1.08
that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect and (B) when calculating
any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of
such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test for purposes of determining net Indebtedness.
In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or Pro Forma Compliance, the reference
to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall
be based on, the most recently ended Test Period for which internal financial statements of the Parent Borrower are available (as determined
in good faith by the Administrative Borrower). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for
purposes of calculating any such ratio or test for purposes of the definition of “Applicable Rate” or actual compliance (and
not Pro Forma Compliance) with the Financial Covenants, which shall be based on the financial statements delivered pursuant to Section 6.01(a) or
(b), as applicable, for the relevant Test Period.
(b) For
purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Consolidated EBITDA or
Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause
(d) of this Section 1.08 (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit))
that have been made (i) during the applicable Test Period or (ii) if applicable as described in clause (a) above, 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, Total
Assets 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 Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified
Transaction that would have required adjustment pursuant to this Section 1.08, 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 1.08.
(c) Whenever
pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative
or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer
of the Administrative Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating
expense reductions, operating initiatives, other operating improvements and synergies projected by the Administrative Borrower in good
faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (in the good faith determination
of the Administrative Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating
initiatives, other operating improvements 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) 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 the Transactions, such Specified Transaction
or such implementation of an operational initiative or operational change; provided that (A) such amounts are reasonably identifiable
and factually supportable in the good faith judgment of the Administrative Borrower, (B) except as set forth in the definition of
Consolidated EBITDA, 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 the Transactions, such Specified Transaction or implementation of
such operational initiative or operational change, (C) no amounts shall be added pursuant to this clause (c) 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, (D) it is understood and agreed that, subject to compliance with
the other provisions of this Section 1.08(c), amounts to be included in pro forma calculations pursuant to this Section 1.08(c) may
be included in Test Periods in which the Specified Transaction to which such amounts relate to is no longer being given pro forma
effect pursuant to Section 1.08(b) and (E) any increase in Consolidated EBITDA as a result of cost savings, operating expense
reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.08(c) (other than related
to the Transactions) shall be subject to the limitation set forth in clause (a)(vii) of the definition of Consolidated EBITDA.
(d) In
the event that (w) the Parent Borrower or any of its Restricted Subsidiaries incurs (including by assumption or guarantees) or repays
(including by redemption, repayment, amortization, retirement, discharge, defeasance or extinguishment) any Indebtedness (other than Indebtedness
incurred or repaid under any revolving credit facility or line of credit), (x) the Parent Borrower or any of its Restricted Subsidiaries
issues, repurchases or redeems Disqualified Equity Interests, (y) any Restricted Subsidiary issues, repurchases or redeems Preferred
Stock or (z) any Borrower or any of its Restricted Subsidiaries establishes or eliminates (or designates or undesignates) any Designated
Revolving Commitments, 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 or repayment
of Indebtedness, or such issuance or redemption of Disqualified Equity Interests 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 (except in the case of the Fixed Charge Coverage Ratio or Consolidated
Fixed Charge Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement,
discharge, defeasance or extinguishment of Indebtedness or such issuance, repurchase or redemption of Disqualified Equity Interests or
Preferred Stock will be given effect, as if the same had occurred on the first day of the applicable Test Period) and for all purposes,
such financial ratio or test shall be calculated giving pro forma effect to the full amount of any undrawn Designated Revolving Commitments
as if such full amount of Indebtedness thereunder had been incurred thereunder throughout such period.
(e) If
any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall
be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio or Consolidated
Fixed Charge Coverage Ratio (or similar ratio) is made had been the applicable rate for the entire period (taking into account any interest
hedging arrangements applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest
rate reasonably determined by a Financial Officer of the Administrative 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, Term SOFR, 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 Parent Borrower or such Restricted Subsidiaries may designate.
(f) (I) In
connection with the calculation of the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the First Lien Net Leverage Ratio,
the Fixed Charge Coverage Ratio or the Consolidated Fixed Charge Coverage Ratio for purposes of incurring Indebtedness (including Preferred
Stock) or Disqualified Equity Interests under this Agreement, no effect (pro forma or otherwise) shall be given to any Indebtedness (or
Preferred Stock) or Disqualified Equity Interests being incurred (or commitments obtained) on the same date (or on a such other subsequent
date which otherwise require Pro Forma Effect to be given to such incurrence (or obtaining of commitments)) pursuant to any fixed dollar
basket or basket based on Consolidated EBITDA; and (II) in connection with the calculation of the Total Net Leverage Ratio, the Senior
Secured Net Leverage Ratio, the First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio or the Consolidated Fixed Charge Coverage
Ratio for purposes of incurring any Lien under this Agreement, no effect (pro forma or otherwise) shall be given to any Liens being incurred
on the same date (or on a such other subsequent date which otherwise require Pro Forma Effect to be given to such incurrence) pursuant
to any fixed dollar basket or basket based on Consolidated EBITDA.
(g) Notwithstanding
anything in this Agreement or any Loan Document to the contrary, when (a) determining compliance with any provision of this Agreement
which requires the calculation of the Fixed Charge Coverage Ratio, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage
Ratio or the Total Net Leverage Ratio, (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) testing availability under baskets
set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA), 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 availability
under any baskets shall, at the option of the Administrative Borrower (the Administrative 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 Equity Interests 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 (as determined
in good faith by the Administrative Borrower), the Parent Borrower could have taken such action on the relevant LCT Test Date in compliance
with the applicable ratios, default provisions or other provisions, such ratios, default provisions or other provisions shall be deemed
to have been complied with on such date. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios, default
provisions 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 (including due to fluctuations of the Target of any Limited Condition Transaction, including
its cash and Cash Equivalents or the amount of such Indebtedness)) or other provisions at or prior to the consummation of the relevant
Limited Condition Transaction, such ratios, default provisions or 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. If the Administrative 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 on or following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction
is consummated and the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation
of such Limited Condition Transaction, any such ratio, 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 Equity Interests or Preferred Stock, and the use of proceeds thereof) had been consummated on
the LCT Test Date; provided that for purposes of any such calculation of the Fixed Charges Coverage Ratio, Fixed Charges will be
calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based
on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such
indicative interest margin exists, as reasonably determined by the Administrative Borrower in good faith.
Section 1.09 Currency
Generally.
For purposes of determining
compliance with Sections 7.01, 7.03, 7.05, 7.06 and 7.13 and the definition of Permitted Investments with respect to any amount of Indebtedness
or Investment 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 Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at
the time incurred, made or acquired, was permitted hereunder).
For purposes of determining
the Senior Secured Net Leverage Ratio, the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or any other leverage-based ratio
or test under this Agreement, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with
GAAP, of Swap Contracts 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 1.10 Letters
of Credit.
Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such
time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any LC 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 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.
Article II.
THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01 The
Loans.
(a) The
Term Borrowings. (i) Subject to the terms and conditions set forth herein and in the Second Amendment, each Term Lender severally
agrees to make to the Parent Borrower on the Closing Date one or more loans denominated in Dollars in an aggregate amount not to exceed
the amount of such Term Lender’s Term B Commitment; and (ii) subject to the terms and conditions set forth in any Incremental
Amendment or Refinancing Amendment providing for, as applicable, the making, exchange, renewal, replacement or refinancing of Term Loans,
each Term Lender party thereto severally agrees to, as applicable, make, exchange, renew or replace Term Loans on the date specified
therein in an aggregate amount not to exceed the amount of such Term Lender’s applicable Term Commitment as set forth therein.
Amounts borrowed, exchanged, renewed or replaced under this Section 2.01(a) and repaid or prepaid may not be reborrowed.
Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(b) The
Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender with a Revolving
Credit Commitment severally agrees to make loans denominated in Dollars from its applicable Lending Office to the Borrowers from time
to time, on any Business Day during the Availability Period, in an aggregate principal amount at any one time outstanding that will not
(after giving effect to any concurrent use of the proceeds thereof to repay LC Disbursements) result in (i) such Lender’s
Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment or (ii) the Total Revolving Credit Exposure
exceeding the Total Revolving Credit Commitments. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment,
and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05,
and reborrow under this Section 2.01(b) without premium or penalty (subject to Section 3.05) during the Availability
Period. Revolving Credit Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
(c) 2024
Incremental Term Borrowings. Subject to the terms and conditions set forth in the Amendment No. 3, each 2024 Incremental Term
Lender severally agrees to make to the Parent Borrower on the Amendment No. 3 Effective Date one or more Term Borrowings of 2024
Incremental Term Loans denominated in Dollars in an aggregate amount not to exceed at any time outstanding the amount of such 2024 Incremental
Term Lender’s 2024 Incremental Term Commitment. Amounts borrowed under this Section 2.01(c) and repaid or prepaid may
not be re-borrowed. 2024 Incremental Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.
Section 2.02 Borrowings,
Conversions and Continuations of Loans.
(a) Each
Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and
each continuation of Term SOFR Loans shall be made upon the Administrative Borrower’s irrevocable notice to the Administrative Agent
(provided that the notices in respect of the initial Credit Extensions, or in connection with any Permitted Acquisition or other
transaction permitted under this agreement, may be conditioned on the occurrence of the Closing Date or the occurrence of such Permitted
Acquisition or other transaction, as applicable, so long as the Borrowers indemnify the Lenders for any amounts that would be payable
under Section 3.05), which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic
notice (which shall be accompanied by an electronic mail notice prior to funding) by the Administrative Borrower must be confirmed promptly
by delivery to the Administrative Agent of a written Committed Loan Notice no later than the date of funding, appropriately completed
and signed by a Responsible Officer of the Administrative Borrower. Each such Committed Loan Notice must be received by the Administrative
Agent not later than 12:00 noon (x) two (2) Business Days prior to the requested date of any Borrowing or continuation of Term
SOFR Loans, any conversion of Base Rate Loans to Term SOFR Loans or any Borrowing of, continuation of or conversion into Loans that are
denominated in a currency other than Dollars pursuant to Section 2.02(a)(vi) below or (y) on the requested date of any
Borrowing of Base Rate Loans. Except as provided in Section 2.14, 2.15 or 2.16 and except with respect to the conversion to Term
SOFR Loans of amounts borrowed pursuant to Section 2.03(e) to finance the reimbursement of LC Disbursements and the continuation
of any such Term SOFR Loans, each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a minimum principal amount
of $1,000,000, or a whole multiple of $500,000 in excess thereof (or the entire remaining unused balance of Revolving Credit Commitments).
Except as provided in Section 2.03(e), 2.04(a), 2.14, 2.15 or 2.16, each Borrowing of or conversion to Base Rate Loans shall be in
a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic
or written) shall specify (i) whether the Borrowers are requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of
Term Loans or Revolving Credit Loans from one Type to the other or a continuation of Term SOFR Loans, (ii) the requested date of
the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans
to be borrowed, converted or continued, (iv) the Class and Type of Loans to be borrowed or the Type of Loans to which existing
Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto,
(vi) with respect to Term SOFR Loans only, the currency of Loans to be borrowed, converted or continued, (vii) the Parent Borrower
or Subsidiary Borrower to which such Loan shall be made and (viii) wire instructions of the account(s) to which funds are to
be disbursed (it being understood, for the avoidance of doubt, that the amount to be disbursed to any particular account may be less than
the minimum or multiple limitations set forth above so long as the aggregate amount to be disbursed to all such accounts pursuant to such
Borrowing meets such minimums and multiples). If the Administrative Borrower fails to give a timely notice requesting a conversion or
continuation, then the applicable Loans shall made or continued as the same Type of Loan, which if a Term SOFR Loan shall have a one month
Interest Period. Any such automatic continuation of Term SOFR Loans shall be effective as of the last day of the Interest Period then
in effect with respect to the applicable Term SOFR Loans. If the Administrative Borrower requests a Borrowing of, conversion to, or continuation
of Term SOFR 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.
(b) 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 Administrative Borrower, the Administrative Agent shall notify each Lender of the details of any automatic
continuation of Term SOFR Loans or continuation of Loans described in Section 2.02(a). In the case of each Borrowing, each Appropriate
Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office
not later than 2:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. The Administrative Agent shall make
all funds so received available to the Borrowers in like funds as received by the Administrative Agent either by (i) crediting the
account(s) of the Borrowers on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided by the Borrowers to (and reasonably acceptable to) the Administrative
Agent; provided that if, on the date the Committed Loan Notice with respect to a Borrowing under any Class of Revolving Credit
Commitments is given by the Administrative Borrower, there are LC Borrowings outstanding, then the proceeds of such Borrowing shall be
applied, first, to the payment in full of any such LC Borrowing, and second, to the Borrowers as provided above.
(c) Except
as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Term
SOFR Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewith. During the occurrence and
during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrowers
that no Loans may be converted to or continued as Term SOFR Loans.
(d) The
Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Term
SOFR Loans upon determination of such interest rate. The determination of the Term SOFR by the Administrative Agent shall be conclusive
in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers
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.
(e) After
giving effect to all Term Borrowings, all Revolving Credit Borrowings, conversions of Term Loans or Revolving Credit Loans from one Type
to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest
Periods in effect unless otherwise agreed between the Borrowers and the Administrative Agent.
(f) The
failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender
to make the Loan to be made by such other Lender on the date of any Borrowing.
(g) Unless
the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing, or in the case of Base Rate Loans,
prior to 1:00 p.m. 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 or other applicable share provided for under this Agreement available to the Administrative Agent
on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrowers 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 Borrowers severally agree 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 Borrowers until the date such amount is repaid to the Administrative
Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in
the case of such Lender, the Overnight 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(g) shall be conclusive in the absence of manifest error. If the Borrowers and such Lender shall
pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to
the Borrowers the amount of such interest paid by the Borrowers 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 Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment
to the Administrative Agent.
(h) Notwithstanding
anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection
with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless
settlement mechanism approved by the Administrative Borrower, the Administrative Agent and such Lender.
Section 2.03 Letters
of Credit.
(a) Subject
to the terms and conditions set forth herein, any Issuing Bank, in reliance on the agreements of the Revolving Credit Lenders set forth
in Section 2.03(d), agrees to issue trade and standby Letters of Credit denominated in Dollars for the account of any Borrower, or
the account of such Borrower for the benefit of any Restricted Subsidiary, in each case, on any Business Day during the applicable Availability
Period in such form as may be approved from time to time by such Issuing Bank; provided, that no Issuing Bank shall have any obligation
to issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Exposure with respect to Letters of Credit would
exceed the LC Sublimit, (ii) [reserved], or (iii) such Letter of Credit is to be issued in any currency other than Dollars.
Additionally, no Issuing Bank shall be under any obligation to issue or renew any Letter of Credit if the Letter of Credit is to be denominated
in a currency other than Dollars. Subject to the terms and conditions set forth herein, the Administrative Borrower may request the issuance
of Letters of Credit for the benefit of any Borrower or applicable Restricted Subsidiary, in a form reasonably acceptable to the applicable
Issuing Bank, at any time and from time to time during the Availability Period (but not later than the date that is three (3) Business
Days prior to the Revolving Maturity Date, unless Cash Collateralized or backstopped on terms reasonably acceptable to the Issuing Bank
and the Administrative Agent)); provided, further, that, notwithstanding anything to the contrary herein, no Issuing Bank
shall have any obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of
such Issuing Bank applicable to letters of credit generally. In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of the LC Application or other agreement submitted by the Administrative Borrower to, or entered
into by the applicable Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement
shall control. Any purported grant of a security interest in any LC Document shall be null and void.
(b) To
request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Administrative
Borrower shall hand deliver or fax (or transmit electronically if (i) Bank of America, N.A. is the applicable Issuing Bank or (ii) arrangements
for doing so have been approved by any other applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at
least three (3) Business Days (or such shorter period as may be agreed by the applicable Issuing Bank and the Administrative Agent)
in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit,
or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension
(which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section 2.03), the amount and currency of such Letter of Credit, the applicable Borrower with respect to such Letter of Credit, the
name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by an Issuing Bank, the Administrative Borrower also shall submit a LC Application on such Issuing Bank’s
standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended
only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Administrative Borrower shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, renewal or extension (A) the LC Exposure with respect to Letters
of Credit shall not exceed the LC Sublimit, (B) the Total Revolving Credit Exposure shall not exceed the sum of the Total Revolving
Credit Commitments at such time and (C) [reserved].
(c) Each
Letter of Credit shall expire at or prior to the close of business on the earlier of (i) (A) with respect to any standby Letter
of Credit, the date that is one (1) year after the date of issuance of such standby Letter of Credit (or, in the case of any renewal
or extension thereof, the date that is one (1) year after the date of such renewal or extension) and (B) with respect to any
trade Letter of Credit, the date that is one hundred eighty (180) days after the date of issuance of such trade Letter of Credit and (ii) the
date that is three (3) Business Days prior to the Revolving Maturity Date (unless other provisions or arrangements reasonably satisfactory
to the applicable Issuing Bank shall have been made with respect to such Letter of Credit). If the Administrative Borrower so requests
in any notice requesting the issuance of a Letter of Credit, the applicable Issuing Bank shall issue a Letter of Credit that has automatic
renewal provisions (each, an “Auto Renewal Letter of Credit”); provided, that the Administrative Borrower shall
be required to make a specific request to the applicable Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has
been issued, the Revolving Credit Lenders shall be deemed to have authorized the renewal of such Letter of Credit at any time to an expiry
date not later than the earlier of (i) the date that is one (1) year from the date of such renewal (or such longer period as
may be agreed by the applicable Issuing Bank three (3) Business Days prior to the Revolving Maturity Date (unless other provisions
or arrangements reasonably satisfactory to the applicable Issuing Bank shall have been made with respect to such Letter of Credit); provided,
that the applicable Issuing Bank shall not permit any such renewal if such Issuing Bank has determined that it would have no obligation
at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 4.02
or otherwise).
(d) By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action
on the part of any Issuing Bank or the Revolving Credit Lenders, the applicable Issuing Bank hereby grants to each Revolving Credit Lender
(with respect to each Letter of Credit), and each Revolving Credit Lender hereby acquires from the applicable Issuing Bank, a participation
in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata Share of the aggregate amount available to be drawn under
such Letter of Credit. In consideration and in furtherance of the foregoing, (A) each Revolving Credit Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Credit Lender’s
Pro Rata Share of each LC Disbursement with respect to a Letter of Credit made by such Issuing Bank, in Dollars, and not reimbursed by
the applicable Borrower on the date due as provided in paragraph (e) of this Section 2.03, or of any reimbursement payment required
to be refunded to the applicable Borrower for any reason in respect thereof. Each Revolving Credit Lender acknowledges and agrees that
its obligation to acquire participations pursuant to this Section 2.03(d) in respect of Letters of Credit and such Revolving
Credit Lender’s obligations under Section 2.03(e) are absolute and unconditional and shall not be affected by any circumstance
including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender may have against the
applicable Issuing Bank, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance
of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article IV, (iii) any
adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other
Loan Document by the Borrowers, any other Loan Party or any other Lender or any reduction in or termination of the Revolving Credit Commitments
or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(e) If
any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement, in the same currency as the LC Disbursement, not later
than 2:00 p.m. on the Business Day that the Administrative Borrower receives notice that such LC Disbursement is made (or, if the
Administrative Borrower receives such notice after 12:00 noon, not later than 2:00 p.m. on the Business Day immediately following
the day that the Administrative Borrower receives such notice); provided, that (if the conditions of Sections 4.02(i) and
(ii) are satisfied) the applicable Borrower shall have the absolute and unconditional right to require that such payment be financed
with a Borrowing of Base Rate Loans, in each case in an equivalent amount and, to the extent so financed, the applicable Borrower’s
obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Borrowing. If the applicable Borrower
fails to make such payment when due, or finance such payment in accordance with the proviso to the preceding sentence, the applicable
Issuing Bank shall promptly notify the Administrative Agent of the applicable LC Disbursement and the Administrative Agent shall promptly
notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the applicable Borrower in respect thereof
and such Revolving Credit Lender’s Pro Rata Share thereof. Promptly following receipt of such notice, each Revolving Credit Lender
shall pay to the Administrative Agent its Pro Rata Share of the payment then due from the applicable Borrower by wire transfer of immediately
available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Revolving
Credit Lenders not later than 3:00 p.m. on the date such notice is received (or, if such Revolving Credit Lender shall have received
such notice later than 1:00 p.m., not later than 10:00 a.m. on the immediately following Business Day), and the Administrative Agent
shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following
receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative Agent shall
distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Credit Lenders have made payments pursuant to
this paragraph to reimburse such Issuing Bank, then to such Revolving Credit Lenders and such Issuing Bank as their interests may appear.
Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other
than the funding of Base Rate Loans or Term SOFR Loans as contemplated above) shall not constitute a Loan and shall not relieve the applicable
Borrower of its obligation to reimburse such LC Disbursement. If any Revolving Credit Lender shall not have made its Pro Rata Share of
an LC Disbursement available to the Administrative Agent as provided above, such Revolving Credit Lender and the applicable Borrower severally
agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this
Section 2.03(e) to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable
Issuing Bank at (i) in the case of the Borrowers, a rate per annum equal to the interest rate applicable to Base Rate Loans and (ii) in
the case of such Revolving Credit Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.
(f) Each
Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.03(e) and each Revolving Credit Lender’s
obligations under paragraphs (d) and (e) of this Section 2.03 shall be absolute, unconditional and irrevocable, and shall
be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any
lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein
being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation
of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) any adverse change in the exchange
rate to any Borrower or any of the Restricted Subsidiaries or in the relevant currency markets generally, or (v) any other event
or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.03,
constitute a legal or equitable discharge of, or provide a right of setoff against, each Borrower’s obligations hereunder. None
of the Administrative Agent, the Revolving Credit Lenders or the Issuing Banks, or any of their respective Related Parties, shall have
any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the applicable Issuing Bank; provided, that the provisions of this Section 2.03(f) shall
not be construed to excuse the applicable Issuing Bank from liability to any Borrower to the extent of any direct damages (as opposed
to indirect, consequential, special and punitive damages, claims in respect of which are hereby waived by such Borrower to the extent
permitted by applicable law) suffered by such Borrower that are caused by such Issuing Bank’s failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree
that, in the absence of gross negligence, bad faith or willful misconduct on the part of any Issuing Bank (as finally determined by a
court of competent jurisdiction), the applicable Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance
of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear
on their face to be in material compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion,
in good faith either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice
or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.
(g) Each
Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a
Letter of Credit issued by such Issuing Bank. Each Issuing Bank shall promptly notify the Administrative Agent and the Administrative
Borrower electronically of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder;
provided, that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to
reimburse such Issuing Bank and the Revolving Credit Lenders with respect to any such LC Disbursement.
(h) If
any Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement in full on
the date such LC Disbursement is made the unpaid amount thereof shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that the applicable Borrower reimburses such LC Disbursement, at the rate per annum equal
to the Base Rate; provided, that, if the applicable Borrower fails to reimburse such LC Disbursement, including by requiring that such
payment be financed with a Base Rate Loan pursuant to paragraph (e) of this Section 2.03, then Section 2.08(b) shall
apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued
on and after the date of payment by any Revolving Credit Lender pursuant to paragraph (e) of this Section 2.03 to reimburse
such Issuing Bank shall be for the account of such Revolving Credit Lender to the extent of such payment.
(i) An
Issuing Bank may resign upon thirty (30) days’ prior written notice to the Administrative Borrower and the Administrative Agent.
An Issuing Bank may be replaced at any time by written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Bank
(provided, that no consent of the replaced Issuing Bank will be required if it has no Letters of Credit or Reimbursement Obligations
with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Credit Lenders of
any such resignation or replacement of such Issuing Bank. At the time any such resignation or replacement shall become effective, the
Borrowers shall pay all unpaid fees in respect of the Revolving Credit Facility, in each case, accrued for the account of the replaced
Issuing Bank pursuant to Section 2.09(d). From and after the effective date of any such replacement, (i) the successor Issuing
Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any
previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation or replacement
of an Issuing Bank hereunder, the resigned or replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights
and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but
shall not be required to renew existing Letters of Credit or issue additional Letters of Credit.
(j) If
any Event of Default under Section 8.01(f) with respect to the Parent Borrower or any Borrower shall occur and be continuing
or if the Loans have been accelerated pursuant to Section 8.02 as a result of any Event of Default, on the Business Day that the
Administrative Borrower receives notice from an Administrative Agent or the Required Revolving Credit Lenders (or, if the maturity of
the Loans has been accelerated, Revolving Credit Lenders with LC Exposure representing greater than 50.0% of the total LC Exposure), in
each case, demanding the deposit of Cash Collateral pursuant to this paragraph, the applicable Borrower, shall deliver Cash Collateral
to the Administrative Agent, for the benefit of the applicable Revolving Credit Lenders, in an amount in cash equal to 102% of the applicable
LC Exposure as of such date. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the
Letter of Credit obligations (including related fees and expenses) of the applicable Borrower under this Agreement. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest
earned on the investment of such deposits, which investments shall be made in Cash Equivalents at the option and reasonable discretion
of the Administrative Agent and at the applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be released by the Administrative
Agent to be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been
reimbursed and to pay all fees and expenses relating to Letters of Credit that were not otherwise paid when due and, to the extent not
so applied, shall be held for the satisfaction of the Reimbursement Obligations of the applicable Borrower for the applicable LC Exposure
at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Credit Lenders with LC Exposure
representing greater than 50.0% of the total LC Exposure), be applied to satisfy other obligations of such Borrower under this Agreement.
If any Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default specified
above, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within two (2) Business Days after
such Event of Default has been cured or waived (unless the Revolving Credit Commitments have been terminated and the Obligations have
been accelerated, in each case in accordance with Section 8.02).
(k) If
the Maturity Date of any Class of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if
one or more other Classes of Revolving Credit Commitments in respect of which the Maturity Date shall not have occurred are then in effect
and such Letter of Credit would otherwise be available under such Class of Revolving Credit Commitments, such Letter of Credit shall
automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations
therein and to make payments in respect thereof pursuant to Sections 2.03(d) and (e)) under (and ratably participated in by the Revolving
Credit Lenders pursuant to) the Revolving Credit Commitments in respect of which the Maturity Date shall not have occurred up to an aggregate
amount not to exceed the aggregate amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood
that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the
immediately preceding clause (i), the applicable Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(j).
For the avoidance of doubt, commencing on the Maturity Date of any Class of Revolving Credit Commitments, the sublimit for Letters
of Credit under any Class of Revolving Credit Commitments that has not so then matured shall be as agreed in the relevant Extension
Amendment with the applicable Lenders.
(l) [reserved]
(m) If
any LC Exposure exists at the time a Lender becomes a Defaulting Lender then:
(i) all
or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their
respective Pro Rata Share in respect of the Revolving Credit Facility, but only to the extent (A) the sum of all non-Defaulting Lenders’
Revolving Credit Exposure plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’
Revolving Credit Commitments and (B) the Revolving Credit Exposure of each non-Defaulting Lender after giving effect to such reallocation
does not exceed the Revolving Credit Commitment of such non-Defaulting Lender;
(ii) if
the reallocation described in clause (i) above cannot, or can only partially, be effected, each Borrower shall, within three (3) Business
Days following notice by the Administrative Agent, Cash Collateralize for the benefit of each applicable Issuing Bank in accordance with
Section 2.03(j) only such Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving
effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 8.02
for so long as such LC Exposure is outstanding;
(iii) if
a Borrower Cash Collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, such Borrower
shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(d) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is Cash Collateralized except to the extent of
such fees that became due and payable by such Borrower prior to the date such Lender became a Defaulting Lender (it being understood that
any Cash Collateral provided pursuant to this Section 2.03 shall be released promptly following the termination of the Defaulting
Lender status of the applicable Lender);
(iv) if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Revolving
Credit Lenders pursuant to Section 2.09(a) and (d) shall be adjusted in accordance with such non-Defaulting Lenders’
Pro Rata Share; and
(v) if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor Cash Collateralized pursuant to clause (i) or
(ii) above, then, (A) without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all fees
payable under Section 2.09(d) with respect to such Defaulting Lender’s LC Exposure shall be payable to each applicable
Issuing Bank until and to the extent that such LC Exposure is reallocated and/or Cash Collateralized and (B) the applicable Issuing
Bank will have no obligation to issue new Letters of Credit, or to extend or renew existing Letters of Credit to the extent LC Exposure
would exceed the non-Defaulting Lenders’ Revolving Credit Commitments, unless such Borrower’s obligations corresponding to
such Defaulting Lender’s LC Exposure is Cash Collateralized to the Issuing Bank’s reasonable satisfaction.
(n) Schedule
1.01F contains a schedule of certain letters of credit (the “Existing Letters of Credit”) issued prior to the Amendment
No. 2 Effective Date by any Issuing Bank for the account of the Parent Borrower and its Subsidiaries. On the Amendment No. 2
Effective Date (i) such letters of credit, to the extent outstanding, shall be deemed to be Letters of Credit issued pursuant to
this Section 2.03 for the account of the Borrowers, (ii) the face amount of such letters of credit shall be included in the
calculation of LC Obligations and (iii) all liabilities of the Borrowers with respect to such letters of credit shall constitute
Obligations.
Section 2.04 Swing
Line Loans.
(a) Subject
to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Credit
Lenders set forth in this Section 2.04, to make available loans in Dollars to the Borrowers (the “Swing Line Loans”)
from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Sublimit or (ii) [reserved]; provided,
further, that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within
the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swing Line
Loans. To request a Swing Line Loan, the Administrative Borrower shall notify the Administrative Agent of such request electronically
in the form of a Swing Line Loan Notice, not later than 2:00 p.m. on the day of a proposed Swing Line Loan. Each such Swing Line
Loan Notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing
Line Loan, which shall be in a minimum amount of $100,000 (and in integral multiples of $50,000 in excess thereof) unless the requested
Swing Line Loan is used to finance reimbursement of LC Disbursements in accordance with the terms hereof in which case no such minimum
amount shall apply. The Administrative Agent will promptly advise the Swing Line Lender of any such Swing Line Loan Notice received from
the Administrative Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrowers by means of a credit to
the account identified in the Swing Line Loan Notice (including, in the case of a Swing Line Loan made to finance the reimbursement of
a LC Disbursement, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided
by Section 2.04(c), by remittance to the Administrative Agent to be distributed to the Revolving Credit Lenders) on the requested
date of such Swing Line Loan.
(b) Settlement
of Swing Line Loans among Revolving Credit Lenders and Administrative Agent shall take place on a date determined from time to time by
Administrative Agent (but at least weekly, unless the settlement amount is less than $5,000,000), on a pro rata basis in accordance with
the settlement report delivered by Administrative Agent to the Revolving Credit Lenders. Between settlement dates, Administrative Agent
may in its discretion apply payments on Revolving Credit Loans to Swing Line Loans, regardless of any designation by Administrative Borrower
or any provision herein to the contrary.
(c) In
addition, the Swing Line Lender may by written notice given to the Administrative Agent not later than 4:00 p.m. on any Business
Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding.
Such notice shall specify the aggregate amount of Swing Line Loans in which Revolving Credit Lenders will participate. Promptly upon receipt
of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving
Credit Lender’s Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Credit Lender hereby absolutely and unconditionally
agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving
Credit Lender’s Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Credit Lender acknowledges and agrees that its obligation
to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments,
and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender
shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided
in Section 2.12 with respect to Loans made by such Revolving Credit Lender (and Section 2.12 shall apply, mutatis mutandis,
to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender
the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the Administrative Borrower of
any participations in any Swing Line Loan acquired pursuant to this paragraph. Any amounts received by the Swing Line Lender from the
Borrowers (or other party on behalf of any Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds
of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made their payments pursuant
to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall
be repaid to the Swing Line Lender or the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded
to any Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrowers
of any default in the payment thereof.
Section 2.05 Prepayments.
(a) Optional.
(ii) The Borrowers may, upon notice to the Administrative Agent by the Borrowers, at any time or from time to time voluntarily prepay
any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or
penalty (other than as required by Section 3.05 and except as provided in Section 2.05(a)(vi) below); provided that
(1) such notice must be received by the Administrative Agent not later than 11:30 a.m. (A) two (2) Business Days prior
to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Term
SOFR Loans shall be in a minimum principal amount of $1,000,000, or a whole multiple of $500,000 in excess thereof or, in each case, if
less, the entire principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a minimum principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then
outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid.
The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s
Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrowers,
the Borrowers 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 Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts
required pursuant to Section 2.05(a)(vi) and Section 3.05. In the case of each prepayment of the Loans pursuant to this
Section 2.05(a), the Borrowers may in its sole discretion select the Class or Classes of 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 or other applicable share provided for under this Agreement. Notwithstanding anything to the contrary in this Agreement,
(x) after any Extension, the Borrower may voluntarily prepay any Borrowing of any Class of non-extended Term Loans or non-extended
Revolving Credit Loans (and terminate the related Revolving Credit Commitment) pursuant to which the related Extension Request was made
without any obligation to prepay the corresponding Extended Term Loans or may voluntarily prepay any Borrowing of any Extended Term Loans
or Extended Revolving Credit Loans (and terminate the related Extended Revolving Credit Commitment) pursuant to which the related Extension
Request was made without any obligation to voluntarily prepay the corresponding non-extended Term Loans or non-extended Revolving Credit
Loans and (y) after the incurrence or issuance of any Incremental Term Loans, Incremental Revolving Loans, Refinancing Term
Loans, Refinancing Revolving Loans or Replacement Term Loans, the Borrower may voluntarily prepay (and terminate the related Commitment
with respect to) any Borrowing of any Term B Loans or Revolving Credit Loans without any obligation to voluntarily prepay (or terminate
the related Commitment with respect to) any Class of Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans,
Refinancing Revolving Loans or Replacement Term Loans, or may voluntarily prepay (and terminate the related Commitment with respect to)
any Borrowing of any Class of Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing Revolving
Loans or Replacement Term Loans without any obligation to voluntarily prepay (or terminate the related Commitment with respect to) the
Term B Loans, any other Term Loans or any Revolving Credit Loans; provided that any (x) Incremental
Loans effected as a Term Loan Increase or a Revolving Commitment Increase to any existing Class of Term Loans or Revolving Credit
Loans and such existing Class of Term Loans or Revolving Credit Loans, as applicable, and (y) the
Term B Loans and the 2024 Incremental Term Loans, shall in all events be voluntarily prepaid on a pro rata basis.
(iii) The
Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by
the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such
prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $50,000 in excess thereof or, if less, the entire
principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given
by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on
the date specified therein.
(iv) Notwithstanding
anything to the contrary contained in this Agreement, the Borrowers may rescind (or delay the date of prepayment identified in) any notice
of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of all or a portion of the
applicable Facility or the occurrence of another event, which refinancing or other event shall not be consummated or shall otherwise be
delayed; provided that the Borrowers shall pay to the applicable Lenders all amounts payable under Section 3.05 in connection with
such rescission.
(v) Voluntary
prepayments (including contributions, assignments, open market purchases or transfers of any Class of Term Loans to the Borrowers
under Section 10.07(l), which shall be deemed voluntary prepayments of the principal amount of the applicable Term Loans for purposes
of this paragraph) of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal
thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrowers and specified in the notice of
prepayment (and absent such direction, in direct order of maturity); and, subject to the other limitations expressly set forth in this
Agreement, the Borrowers may elect to apply voluntary prepayments of Term Loans to one or more Class or Classes of Term Loans selected
by the Borrowers.
(vi) Notwithstanding
anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07,
so long as (x) no Event of Default has occurred and is continuing and (y) no proceeds of Revolving Credit Loans or Swing Line
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 shall, for the avoidance of doubt, be automatically and permanently
canceled immediately upon such prepayment), on the following basis:
(A) Any
Borrower Party shall have the right to make a voluntary prepayment of Term 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(a)(v) and
without premium or penalty (other than as required by Section 3.05 and except as provided in Section 2.05(a)(vi) below).
(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
and/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
and/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(a)(v)(B)), (III) the Specified Discount
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) 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 (which date may be extended for a period not exceeding three (3) Business
Days upon notice by the applicable Borrower Party to, and with the consent of, the Auction Agent) (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 on the Discounted Prepayment Effective Date 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, 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 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 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 and/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 and/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(a)(v)(C)), (III) the Discount Range 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) each such solicitation by a 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 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
(which date may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Borrower Party to, and
with the consent of, the Auction Agent) (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 within the Discount Range 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 on the Discounted Prepayment Effective Date 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 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 (or such shorter period as agreed by the Auction Agent) in the form of a Solicited Discounted Prepayment Notice; provided
that (I) any such solicitation shall be extended, at the sole discretion of such Borrower Party, to (x) each Term Lender and/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(a)(v)(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) each such solicitation
by a 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 (which date may be extended for a period not exceeding three (3) Business
Days upon notice by the Borrower Party to the Auction Agent) (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 Loans 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 largest of the Offered Discounts specified by the relevant responding Term Lenders in the Solicited Discounted Prepayment
Offers that is acceptable to the Borrower Party in its sole discretion (the “Acceptable Discount”), if any. If the
Borrower Party elects, in its sole discretion, 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 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 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 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(a)(v)(D).
If the Borrower Party elects to accept any Acceptable Discount, then the Borrower Party agrees to accept all Solicited Discounted Prepayment
Offers received by 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 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, the 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, the Acceptable Prepayment Amount of all Term Loans and the Classes 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 any Discounted Term Loan Prepayment, the payment of customary, reasonable and documented fees and
out-of-pocket expenses from a Borrower Party in connection therewith.
(F) If
any Term Loan is prepaid in accordance with paragraphs (B) through (D) above, a Borrower Party shall prepay such Term Loans
on the Discounted Prepayment Effective Date without premium or penalty (other than as required by Section 3.05 and except as provided
in Section 2.05(a)(vi) below). 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 1:00 p.m. on the Discounted Prepayment Effective Date and all such prepayments
shall be applied to the relevant tranche or Class of Term Loans as the applicable Borrower Party shall so specify 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(a)(v) 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 Pro Rata Share or other applicable share under this Agreement.
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. In connection with each prepayment pursuant to this Section 2.05(a)(v), each Lender participating in any prepayment
described in this Section 2.05(a)(v) acknowledges and agrees that in connection therewith, (1) the Borrowers or any Borrower
Party then may have, and later may come into possession of, Excluded Information, (2) such Lender has independently, and without
reliance on the Borrowers, any of their Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis
and determination to participate in such prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information,
(3) none of the Borrowers, Borrower Parties or any of their respective Affiliates shall be required to make any representation that
it is not in possession of Material Non-Public Information and all parties to the relevant transactions shall render customary “big
boy” disclaimer letters, (4) none of the Borrowers, their Subsidiaries, the Administrative Agent or any of their respective
Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims
such Lender may have against the Borrowers, their Subsidiaries, the Administrative Agent and their respective Affiliates, under applicable
laws or otherwise, with respect to the nondisclosure of the Excluded Information, and (5) the Excluded Information may not be available
to the Administrative Agent or the other Lenders.
(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(a)(v), 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(a)(v), 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 the 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 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(a)(v) 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(a)(v) 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(a)(v) shall
not constitute a Default or Event of Default under Section 8.01 or otherwise).
(vii) Notwithstanding
the foregoing, in the event that, after the Amendment No. 3 Effective Date and prior to
the date that is the six month anniversary of the ClosingAmendment
No. 3 Effective Date, any Borrower (x) voluntarily prepays, repays, refinances, substitutes or replaces any Term
B Loans or any 2024 Incremental Term Loans pursuant to a Repricing Transaction or makes any
prepayment pursuant to Section 2.05(b)(iii) or (iv) that constitutes a Repricing Transaction, or (y) effects any amendment
of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of
each of the applicable Term Lenders, (I) in the case of clause (x), a prepayment fee of 1.00% of the aggregate principal amount of
the Term B Loans and the 2024 Incremental Term Loans so prepaid, repaid, refinanced, substituted
or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans
and the 2024 Incremental Term Loans outstanding immediately prior to such amendment that is
subject to such Repricing Transaction. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.
(b) Mandatory.
(i) Commencing with the fiscal year ended December 31, 2022, within five (5) Business Days after the applicable Compliance
Certificate for such fiscal year has been delivered pursuant to Section 6.02(a) (such date, the “ECF Payment Date”),
the Borrowers shall, subject to clause (b)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Term
Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial
statements minus (B) the sum of (1) all voluntary prepayments or repurchases in cash of (x) Term Loans or Incremental
Equivalent Debt secured by any Applicable Lien or other Indebtedness constituting First Lien Obligations (other than Indebtedness described
in clause (2)), or (y) any refinancing, replacement or extension of any of the foregoing (in each case, including any debt buyback
conducted pursuant to a Dutch auction or open market purchase), in each case, during such fiscal year (to the extent not deducted from
Excess Cash Flow in any prior period or pursuant to this clause (B) in the prior year) or after such fiscal year-end and prior to
the ECF Payment Date (limited in the case of any voluntary prepayments made pursuant to Section 2.05(a)(v) or Section 10.07(l),
and in the case of repurchases of Indebtedness made at a discount to par, to the discounted amount actually paid in cash in respect of
the principal amount of Term Loans or other Indebtedness (as opposed to the face amount so prepaid or repurchased)), (2) all voluntary
prepayments of ABL Revolving Loans, Revolving Credit Loans and other revolving loans constituting First Lien Obligations during such fiscal
year (to the extent not deducted from Excess Cash Flow in any prior period or this clause (B) in the prior year) or after year-end
and prior to the ECF Payment Date, to the extent the ABL Revolving Credit Commitments, the Revolving Credit Commitments or revolving commitments
in respect of such other revolving loans, as the case may be, are permanently reduced by the amount of such payments, (3) the amount
of Investments (other than Investments in the Borrowers or any of its Restricted Subsidiaries) made in cash during such period, and including,
in each case, the payment of any related earnout or similar payment related to any such Investment during such fiscal year (to the extent
not deducted from Excess Cash Flow in any prior period or this clause (B) in the prior year) or after year-end and prior to the ECF
Payment Date and (4) the amount of Restricted Payments (other than Restricted Payments made in reliance on Section 7.06(a) and
7.06(b)(xviii)) paid in cash during such period to any Person that is not the Parent Borrower or a Restricted Subsidiary (including, in
each case, the payment of any related earnout or similar payment related to any such Restricted Investment) during such fiscal year (to
the extent not deducted from Excess Cash Flow in any prior period or this clause (B) in the prior year) or after year-end and prior
to the ECF Payment Date and, in the case of each of the immediately preceding clauses (B)(1) through (B)(4), except to the extent
such payments are funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of a Borrower or any of its Restricted
Subsidiaries; provided that a prepayment of Term Loans pursuant to this Section 2.05(b)(i) in respect of any fiscal year
shall only be required in the amount (if any) by which aggregate amount that would otherwise be due for such fiscal year exceeds $15,000,000;
provided, further, that to the extent the sum of the amounts specified in clause (B) exceed the prepayments
required to be made pursuant to clause (A), the full amount of any such excess shall carry over and be deducted from required payments
in subsequent years until such time as no excess remains.
(ii) If
any Borrower or any of its Restricted Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets
permitted by Section 7.05(a), (b), (c), (d), (e), (f) (except as set forth in the proviso thereof), (g), (h), (i), (k), (l),
(m), (n), (o), (p), (q), (r), (s), (t), (u), (v), (w), (x), (z), (y) or (aa)) or (2) any Casualty Event occurs, which results
in the receipt by any Borrower or any of its Restricted Subsidiaries of Net Proceeds, the Borrowers shall cause to be prepaid on or prior
to the date which is ten (10) Business Days after the date of the receipt by any Borrower or such Restricted Subsidiary of such Net
Proceeds (or if the Parent Borrower or any Restricted Subsidiary intends to use proceeds of any such non-excluded Disposition within the
applicable Reinvestment Period or has contractually committed prior to the last day of such Reinvestment Period to use such proceeds,
in each case in accordance with the first proviso in clause (a) of the definition of Net Proceeds, the Borrowers shall cause to be
prepaid any such proceeds constituting Net Proceeds in accordance with such proviso on or prior to the date which is ten (10) Business
Days after the expiration of such Reinvestment Period), subject to clause (b)(vii) of this Section 2.05, an aggregate principal
amount of Term Loans in an amount equal to 100% of all such Net Proceeds received.
(iii) If
any Borrower or any of its Restricted Subsidiaries incurs or issues any Indebtedness, Disqualified Equity Interests or Preferred Stock
from and after the Closing Date not permitted to be incurred or issued pursuant to Section 7.03, the Borrowers shall cause to be
prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the
date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.
(iv) If
any Borrower incurs or issues any Refinancing Term Loans, Refinancing Revolving Loans or Refinancing Equivalent Debt to refinance any
Class (or Classes) of Loans resulting in Net Proceeds (as opposed to such Refinancing Term Loans, Refinancing Revolving Loans or
Refinancing Equivalent Debt arising out of an exchange of existing Term Loans or Revolving Credit Loans for such Refinancing Term Loans,
Refinancing Revolving Loans or Refinancing Equivalent Debt), the Borrowers shall cause to be prepaid an aggregate principal amount of
such Class (or Classes) of Loans so refinanced in an amount equal to 100% of all Net Proceeds (other than any amounts applied to
accrued and unpaid interest, tender premium, prepayment penalty or premium on the applicable Refinanced Debt or to 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) received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrowers of
such Net Proceeds.
(v) If
for any reason the aggregate Outstanding Amount of Revolving Credit Loans, Swing Line Loans and LC Obligations at any time exceeds the
aggregate Revolving Credit Commitments then in effect, the Borrowers shall promptly prepay Revolving Credit Loans and Swing Line Loans
and/or Cash Collateralize the LC Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not
be required to Cash Collateralize the LC Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full
of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments
then in effect. In addition, (x) if for any reason the aggregate Outstanding Amount of Swing Line Loans at any time exceeds the Swing
Line Sublimit then in effect, the Borrowers shall promptly prepay Swing Line Loans in an aggregate amount equal to such excess (including
pursuant to a Revolving Credit Borrowing) and (y) if for any reason the aggregate Outstanding Amount of LC Obligations at any time
exceeds the LC Sublimit then in effect, the Borrowers shall promptly Cash Collateralize the LC Obligations in an aggregate amount equal
to such excess.
(vi) Each
prepayment of Term Loans pursuant to this Section 2.05(b), (A) shall be applied either (x) ratably to each Class of
Term Loans then outstanding, except that the Borrowers may direct that any proceeds of Refinancing Term Loans, Refinancing Revolving Loans
or Refinancing Equivalent Debt shall be applied to the Class or Classes of Term Loans being refinanced as selected by the Borrowers
or (y) as requested by the Borrowers in the notice delivered pursuant to clause (vii) below, to any Class or Classes of
Term Loans with an earlier Maturity Date as compared with the remaining Classes of Term Loans then outstanding, (B) shall be applied,
with respect to each such Class for which prepayments will be made, in a manner determined at the discretion of the Borrowers in
the applicable notice and, if not specified, in direct order of maturity to repayments thereof required pursuant to Section 2.07(a) (for
the avoidance of doubt, such application shall be unaffected by whether or not there are any Declined Proceeds resulting from such mandatory
prepayment) and (C) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Share (or other applicable
share provided by this Agreement) of each such Class of Term Loans, subject to clause (vii) of this Section 2.05(b). Notwithstanding
clause (A) above, any Incremental Amendment, Refinancing Amendment or Extension Amendment may provide (including on an optional basis
as elected by the Borrowers) for a less than ratable application of prepayments to any Class of Term Loans established thereunder.
Notwithstanding any other provision herein, if at the time that any such prepayment under Section 2.05(b)(i) or (b)(ii) would
be required, any Borrower (or any of its Restricted Subsidiaries) is required to prepay or offer to repurchase Indebtedness that is secured
by Liens on a pari passu basis in respect of the Term Loan Priority Collateral with Liens securing the Obligations pursuant to
the terms of the documentation governing such Indebtedness with Excess Cash Flow or the Net Proceeds of such Disposition or Casualty Event
(such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers
may apply such Excess Cash Flow or Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount
of the Term Loans and Other Applicable Indebtedness required to be so prepaid at such time; provided that the portion of such Excess
Cash Flow or Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Excess Cash Flow or Net Proceeds
required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such
Excess Cash Flow or such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) 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 Section 2.05(b)(i) or 2.05(b)(ii), as applicable, shall be reduced accordingly; provided,
further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid,
the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to
prepay the Term Loans in accordance with the terms hereof without giving effect to this sentence. For
the avoidance of doubt, the Term B Loans and the 2024 Incremental Term Loans shall share ratably in each prepayment of Term Loans pursuant
to this Section 2.05(b).
(vii) The
Administrative Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made
by it pursuant to clauses (i) through (iv) of this Section 2.05(b) at least three (3) Business Days prior to
the date of such prepayment (provided that in the case of clause (ii) or (iv) of this Section 2.05(b), the Administrative
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 Borrowers. The Administrative Agent will promptly notify each
Appropriate Lender of the contents of the Administrative Borrower’s prepayment notice and of such Appropriate Lender’s Pro
Rata Share or other applicable share provided for in this Agreement of the prepayment. Each Term Lender may reject all of its Pro Rata
Share or other applicable share provided for in this Agreement of any mandatory prepayment (such declined amounts, the “Declined
Proceeds”) of Term Loans required to be made pursuant to clauses (i), (ii) and (iii) of this Section 2.05(b) by
providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Administrative Borrower no
later than 5:00 p.m. one Business Day 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. To the extent such non-declining Term Lenders
elect to decline their Pro Rata Share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Borrowers.
(viii) Foreign
Dispositions and Foreign Excess Cash Flow. Notwithstanding any other provisions of this Section 2.05, (i) to the extent
that any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”), the Net Proceeds
of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) or Excess Cash Flow attributable to Foreign
Subsidiaries are prohibited, restricted or delayed by applicable local law (or, in the case of any Foreign Subsidiary that is not wholly-owned
by a Borrower, by such Foreign Subsidiary’s Organization Documents or other agreement (so long as such restrictions were not implemented
for the purpose of avoiding mandatory prepayment requirements)) 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(b) so long, but only so long, as the applicable local law or applicable Organization Documents will not permit
repatriation to the United States (each Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign
Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation or otherwise overcome
or eliminate any such restrictions on repatriation even if such Borrower does not intend to actually repatriate such cash, so that an
amount equal to the full amount of such Excess Cash Flow or Net Proceeds, as applicable, will otherwise be subject to repayment under
this Section 2.05), 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 will be promptly applied (net of additional taxes that are or would
be payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(b) to the
extent provided herein and (ii) to the extent that such Borrower has determined in good faith that repatriation of any of or all
the Net Proceeds of any Foreign Disposition or any Foreign Casualty Event or Excess Cash Flow attributable to Foreign Subsidiaries would
have adverse tax or regulatory consequences to the Borrowers or any of their direct or indirect shareholders or Subsidiaries (as determined
in good faith by such Borrower) an amount equal to 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(b). Notwithstanding anything to the contrary, nothing in this Agreement
shall be construed to require any Foreign Subsidiary to repatriate cash to the United States.
(c) Interest
Funding Losses, Etc. (i) Except to the extent otherwise agreed by each Lender so being prepaid, all prepayments of Loans (other
than any Revolving Credit Loan that is a Base Rate Loan) shall be accompanied by all accrued and unpaid interest thereon to but not including
the date of such prepayment (which, in the case of prepayments pursuant to Section 2.05(a)(v)(F) shall be the accrued and unpaid
interest on the par principal amount so prepaid up to, but not including, the applicable Discounted Prepayment Effective Date), together
with, in the case of any such prepayment of a Term SOFR Loan on a date prior to the last day of an Interest Period therefor, any amounts
owing in respect of such Term SOFR Loan pursuant to Section 3.05.
(ii) 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 Term SOFR Loans is required to be made under this Section 2.05 (but excluding prepayments required under Section 2.05(b)(iv)),
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 Term SOFR Loan prior to the last day of the Interest Period therefor, the Borrowers may, in its sole discretion, irrevocably
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 any 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 Borrowers 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 Borrowers for all purposes under this Agreement at the time of such
prepayment.
Section 2.06 Termination
or Reduction of Commitments.
(a) Optional.
The Borrowers may, upon written notice 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 (i) any such
notice shall be received by the Administrative Agent at least 11:00 a.m. three (3) Business Days prior to the date of termination
or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000, or any whole multiple of $500,000 in
excess thereof or, if less, the entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the
LC Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Commitments, such sublimit shall be automatically reduced
by the amount of such excess. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment
reduction shall not be applied to the LC Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowers. Notwithstanding
the foregoing, the Administrative Borrower may rescind or postpone any notice of termination of any Commitments prior to the effectiveness
of such termination if such termination 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 otherwise shall be delayed.
(b) Mandatory.
The Term B Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of Term B Loans to be
made by it on the Closing Date. The Term Commitment of each Incremental Term Lender, Refinancing Term Lender or Lender under a Term Loan
Extension Series shall be automatically and permanently reduced to $0 upon the funding of Term Loans to be made by it on the date
set forth in the corresponding Incremental Amendment, Refinancing Amendment or Extension Amendment. The Revolving Credit Commitment of
each Revolving Credit Lender of a Class shall automatically and permanently terminate on the Maturity Date for such applicable Class of
Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it
may have for its failure to fund Revolving Credit Loans, LC Advances or participations in Swing Line Loans that were required to be funded
by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to
fund its portion of LC Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made
prior to such Maturity Date, in each case, other than to the extent such participations have been reallocated pursuant to the terms hereof.
The 2024 Incremental Term Commitment of each 2024 Incremental Term Lender shall be automatically and permanently
reduced to $0 upon the funding of 2024 Incremental Term Loans to be made by it on the Amendment No. 3 Effective Date.
(c) 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 LC Sublimit or the Swing Line Sublimit of 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 by such Lender’s
Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided
in Section 3.07). All commitment fees accrued until the effective date of any termination of the Commitments of any Facility shall
be paid on the effective date of such termination.
Section 2.07 Repayment
of Loans.
(a) Term
Loans. The Borrowers 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 MarchJune 310,
20224, an aggregate
principal amount equal to 0.25% of the aggregate principal amount of all Term B Loans made
on the Closing Dateand 2024 Incremental Term Loans equal to $1,627,877.24 (which
payments shall be reduced as a result of the application of prepayments after the ClosingAmendment
No. 3 Effective Date in accordance with the order of priority set forth in Section 2.05) and (B) on the Maturity
Date for the Term B Loans and the 2024 Incremental Term Loans, the aggregate principal amount
of all Term B Loans and the 2024 Incremental Term Loans outstanding on such date; provided
that the amount of any such payment set forth above shall be adjusted to account for the addition of any Extended Term Loan or Incremental
Term Loans following the Amendment No. 3 Effective Date to contemplate (A) the reduction
in the aggregate principal amount of any Term B Loans or 2024 Incremental Term Loans that were
converted in connection with the incurrence of such Extended Term Loans, and (B) any increase to payments to the extent and as required
pursuant to the terms of any applicable Incremental Amendment involving a Term Loan Increase to the Term B Loans or
2024 Incremental Term Loans, a Refinancing Amendment to the amount of Term B Loans or 2024
Incremental Term Loans or an Extension Amendment increasing the amount of Term B Loans or 2024
Incremental Term Loans.
(b) Revolving
Credit Loans. The Borrowers shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity
Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made
in respect of such Revolving Credit Commitments.
(c) Swing
Line Loans. The Borrowers shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (i) the
date five (5) Business Days after such Loan is made and (ii) the Latest Maturity Date for the Revolving Credit Commitments.
Section 2.08 Interest.
(a) Subject
to the provisions of Section 2.08(b), (i) each Term SOFR Loan shall bear interest on the outstanding principal amount thereof
for each Interest Period at a rate per annum equal to the Term SOFR for such Interest Period plus the Applicable Rate; (ii) each
Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit
Loans made under the Initial Revolving Credit Commitments.
(b) During
the continuance of an Event of Default under Section 8.01(a), the Borrowers shall pay interest on past due amounts owing by it
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 such amounts (including interest on past due interest) shall be due and payable
upon written demand.
(c) Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified
herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.
Section 2.09 Fees.
(a) Commitment
Fee. The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Class of
Revolving Credit Commitments in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment
fee equal to the Applicable Rate for unused commitment fees (as set forth in the definition of “Applicable Rate”) for such
Class times the actual daily amount by which the aggregate Revolving Credit Commitment then in effect for such Class of Revolving
Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Class of Revolving Credit
Commitments (for the avoidance of doubt, excluding any Swing Line Loans) and (B) the Outstanding Amount of LC Obligations for such
Class of Revolving Credit Commitments; provided that any commitment fee accrued with respect to any of the Commitments of
a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable
by the Borrowers 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 Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on
any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Class of
Revolving Credit Commitments shall accrue at all times from the Amendment No. 2 Effective Date (or date of initial effectiveness,
as applicable) until the Maturity Date for such Class of Revolving Credit Commitments (or such earlier date on which such class
of Revolving Credit Commitments shall have expired or terminated), 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 March, June, September and
December, commencing with the first such date during the first full fiscal quarter to occur after the Amendment No. 2 Effective
Date (or date of initial effectiveness, as applicable), and on the Maturity Date for such Class of Revolving Credit Commitments.
The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the
actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.
(b) Agent
Fees. The Borrowers 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 Borrowers and the applicable Agent).
(c) Closing
Fees. The Borrowers agree to pay on the Closing Date to each Lender party to this Agreement on the Closing Date, as a fee paid as
consideration for undertaking to fund such Lender’s Term Loan, a closing fee (the “Closing Fee”) in an amount
equal to 0.25% of the stated principal amount of such Lender’s Term B Loan made on the Closing Date. Such Closing Fee will be in
all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter and shall be netted against
Term B Loans made by such Lender on the Closing Date.
(d) Letter
of Credit Fees. (i) Subject to the limitations in Section 2.03, each applicable Borrower agrees to pay to the Administrative
Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which
shall accrue at the same Applicable Rate used to determine the interest rate applicable to Revolving Credit Loans comprised of Term SOFR
Loans on the average daily amount of such Lender’s LC Exposure in respect of Letters of Credit (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the Amendment No. 2 Effective Date to but excluding the later
of the date on which such Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC
Exposure with respect to any Letters of Credit. Each Borrower, severally but not jointly, agrees to pay to each Issuing Bank a fronting
fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) attributable to the Letters of Credit issued by such Issuing Bank on account of such Borrower
during the period from and including the Amendment No. 2 Effective Date to but excluding the later of the date of termination of
the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure attributable to the Letters of Credit issued
by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension
of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees under this paragraph (d) shall
be payable in arrears in Dollars on the first day of each January, April, July and October of each year and on the date on which
the Revolving Credit Commitments terminate, commencing on Amendment No. 2 Effective Date; provided, that any such fees accruing
after the date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank
pursuant to this paragraph shall be payable within thirty (30) days after written demand therefor. All participation fees and fronting
fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.
Section 2.10 Computation
of Interest and Fees.
All computations of interest
for Base Rate Loans (including Base Rate Loans determined by reference to the Term SOFR) shall be made on the basis of a year of three
hundred sixty-five (365) days, or three hundred sixty-six (366) days, as applicable, and actual days elapsed. All other computations
of fees and interest shall be made on the basis of a three hundred sixty (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(a),
bear interest for one (1) day. In computing interest on any Loan, the day such Loan is made or converted to a Loan of a different
Type shall be included for purposes of calculating interest on a Loan of such different Type and the date such Loan is repaid or converted
to a Loan of a different Type, as the case may be, shall be excluded. 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.
(a) 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 United States Treasury Regulation
Section 5f.103-1(c) and Section 1.163-5(b) of the proposed United States Treasury Regulations, as agent for the
Borrowers, 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 Borrowers
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 Borrowers 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 Borrowers 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.
(b) [Reserved].
(c) Entries
made in good faith by the Administrative Agent in the Register pursuant to Section 2.11(a), and by each Lender in its account or
accounts pursuant to Sections 2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or
to become due and payable from the Borrowers 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 Borrowers under this Agreement and the other Loan Documents.
Section 2.12 Payments
Generally.
(a) All
payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrowers 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 in Dollars
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 provided for under this Agreement) of such payment in like funds
as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after
2:00 p.m. shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue
to accrue. If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the
next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(b) Unless
the Borrowers or any Lender has notified the Administrative Agent, prior to the date, or in the case of any Base Rate Loans, prior to
1:00 p.m. on the date of such payment, any payment is required to be made by it to the Administrative Agent hereunder (in the case
of the Borrowers, for the account of any Lender or an Issuing Bank hereunder or, in the case of the Lenders, for the account of any Swing
Line Lender, Issuing Bank or Borrowers hereunder), that the Borrowers or such Lender, as the case may be, will not make such payment,
the Administrative Agent may assume that the Borrowers 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:
(i) if
the Borrowers failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such
assumed payment that was made available to such Lender in 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 to the date such amount is repaid to the
Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and
(ii) 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
Borrowers to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per
annum equal to the applicable Overnight 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 Borrowers, and the Borrowers shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation
Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve
any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may
have against any Lender as a result of any default by such Lender hereunder.
With Respect to any payment that the
Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent determines (which determination
shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”)
: (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount
so paid by the Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made
such payment; then each of the Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand
the Rescindable Amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
A written notice (including
documentation reasonably supporting such request) of the Administrative Agent to any Lender or the Borrowers with respect to any amount
owing under this Section 2.12(b) shall be conclusive, absent manifest error.
(c) If
any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions
of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to
the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, 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 and Swing Line Loans are several and
not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve
any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other
Lender to so make its Loan or purchase its participation.
(e) Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation
by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
(f) Whenever
any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full
all amounts due and payable to the Administrative Agent and the Lenders or in respect of this Agreement and the other Loan Documents on
any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the
order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations of the
Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which
such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law),
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
or other applicable share provided for under this Agreement of the sum of (a) the Outstanding Amount of all Loans outstanding at
such time and (b) the Outstanding Amount of all LC 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.
If, other than as provided
elsewhere herein or required by court order, any Lender shall obtain payment of any principal of or interest on account of the Loans made
by it, or payment in respect of the participations in LC Obligations and Swing Line Loans held by it, any payment (whether voluntary,
involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder)
thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders
such participations in the Loans made by them and/or such subparticipations in the participations in LC Obligations or Swing Line Loans
held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of any
principal of or interest on such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or
any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 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 (i) the amount of such paying Lender’s required repayment
to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing
Lender in respect of the total amount so recovered, without further interest thereon. For the avoidance of doubt, the provisions of this
paragraph shall not be construed to apply to (A) any payment made by the Borrowers or application of funds 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), (B) 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, (C) transactions in connection with an open market purchase
or a Dutch auction contemplated hereunder, (D) in connection with a transaction pursuant to an Extension Amendment, Refinancing Amendment
or Incremental Amendment or amendment in connection with Replacement Term Loans contemplated hereunder, (E) the application of Cash
Collateral as provided herein (including the application of funds arising from the existence of a Defaulting Lender) or (F) non-pro
rata payments and repayments permitted pursuant to Section 2.16(b). The Borrowers agree that any Lender so purchasing a participation
from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of
setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender was the direct creditor of the
Borrowers 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.
Notwithstanding anything to
the contrary contained in this Section 2.13 or elsewhere in this Agreement, the Borrower may extend the final maturity of Term Loans
and/or Revolving Credit Commitments in connection with an Extension that is permitted under Section 2.16 without being obligated
to effect such extensions on a pro rata basis among the Lenders (it being understood that no such extension (i) shall constitute
a payment or prepayment of any Term Loans or Revolving Credit Loans, as applicable, for purposes of this Section 2.13 or (ii) shall
reduce the amount of any scheduled amortization payment due under Section 2.07(a), except that the amount of any scheduled amortization
payment due to a Lender of Extended Term Loans may be reduced to the extent provided pursuant to the express terms of the respective Extension
Request) without giving rise to any violation of this Section 2.13 or any other provision of this Agreement. Furthermore, the Borrower
may take all actions contemplated by Section 2.16 in connection with any Extension (including modifying pricing, amortization and
repayments or prepayments), and in each case such actions shall be permitted, and the differing payments contemplated therein shall be
permitted without giving rise to any violation of this Section 2.13 or any other provision of this Agreement.
Section 2.14 Incremental
Credit Extensions.
(a) Incremental
Commitments. The Borrowers may at any time or 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) the establishment of one or more new revolving
credit commitments in Dollars (any such new commitments, collectively, the “Incremental Revolving Credit Commitments”
and the Incremental Revolving Credit Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”),
whereupon the Administrative Agent shall promptly deliver a copy of each such notice to the Lenders.
(b) Incremental
Loans. 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 Borrowers (an “Incremental Term 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.
On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are provided, subject
to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of such Class shall
make its Commitment available to the Borrowers (when borrowed, an “Incremental Revolving Loan” and collectively with any Incremental
Term Loan, an “Incremental Loan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and
(ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental
Revolving Credit Commitment of such Class and the Incremental Revolving Loans of such Class made pursuant thereto. For the avoidance
of doubt, Incremental Term Loans having identical terms to any of the other Term Loans (other than original issue discount and/or
upfront fees) may be treated as the same Class as any of such Term Loans for all purposes herein.
(c) Incremental
Loan Request. Each Incremental Loan Request from the Borrowers pursuant to this Section 2.14 shall set forth the requested amount
and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Credit Commitments. Incremental Term Loans may be made,
and Incremental Revolving Credit Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to
make any Incremental Commitment, nor will the Borrowers have any obligation to approach any existing Lender to provide any Incremental
Commitment) or by any Additional Lender (each such existing Lender or Additional Lender providing such Commitment or Loan, an “Incremental
Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental
Lenders”).
(d) Effectiveness
of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject
to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions,
together with any other conditions set forth in the Incremental Amendment:
(i) no
Event of Default shall exist after giving effect to such Incremental Commitments; provided, that with respect to any Incremental
Amendment the purpose of which is to finance any Permitted Acquisition or Investment, including any Limited Condition Transaction, the
condition set forth in this clause (i) (other than any Event of Default pursuant to Section 8.01(a) or, with respect
to the Parent Borrower, Section 8.01(f), which may only be waived with the consent of the Required Lenders), may be waived or omitted
in full or in part by Incremental Lenders holding more than 50% of the applicable aggregate Incremental Commitments;
(ii) [reserved];
(iii) each
Incremental Term Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of
$1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the
limit set forth in Section 2.14(d)(iv) permitted to be borrowed at such time) and each Incremental Revolving Credit Commitment
shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided
that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(d)(iv) permitted
to be borrowed at such time);
(iv) the
aggregate principal amount of the Incremental Term Loans, the Incremental Revolving Credit Commitments and Incremental Equivalent Debt
incurred pursuant to this Section 2.14 shall not exceed (A) the greater of (I) $252,000,000 and (II) 100% of Trailing
Four Quarter Consolidated EBITDA plus (B) an amount equal to the sum of (I) the aggregate principal amount of all voluntary
prepayments (including through debt buybacks (whether through open market purchases or otherwise) and Dutch auctions) of (x) Term
Loans, Permitted Ratio Debt or Incremental Equivalent Debt that constitutes First Lien Obligations and (y) to the extent incurred
in reliance on clause (A) above, Incremental Equivalent Debt that constitutes Second Lien Obligations or that is unsecured and
(II) the aggregate principal amount of permanent voluntary commitment reductions under the ABL Credit Agreement in connection with
the termination of the ABL Credit Agreement or any other revolving facility the Indebtedness under which constitutes First Lien Obligations,
in each case, made or effectuated after the Closing Date (provided that voluntary permanent commitment reductions with respect to the
ABL Credit Agreement may only be utilized to incur Incremental Revolving Credit Commitments and not Incremental Term Commitments), in
each case except to the extent financed with proceeds of long-term Indebtedness (other than revolving Indebtedness) plus (C) an unlimited
additional amount of Incremental Term Loans, Incremental Revolving Credit Commitments and/or Incremental Equivalent Debt so long
as (x) in the case of Incremental Term Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt secured
by any Applicable Lien, 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 4.50 to 1.00 (in the case of an incurrence of Incremental Revolving Credit Commitments,
such ratio determined only at the time the relevant Commitment is established and assuming such then incurred Incremental Revolving Credit
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, Incremental Revolving Credit Commitments or Incremental
Equivalent Debt secured by Liens on the Collateral (other than Applicable Liens), the Senior 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 exceed 5.75 to 1.00 (in the case
of an incurrence of Incremental Revolving Credit Commitments, such ratio determined only at the time the relevant Commitment is established
and assuming such then incurred Incremental Revolving Credit Commitments are fully drawn and calculating the Senior 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, Incremental Revolving Credit Commitments or Incremental Equivalent Debt that are (or is) unsecured, either (1) the Fixed
Charge Coverage Ratio for the Test Period most recently ended calculated on a Pro Forma Basis after giving effect to any such incurrence,
is not less than 2.00 to 1.00 (in the case of an incurrence of Incremental Revolving Credit Commitments, such ratio determined only at
the time the relevant Commitment is established and assuming such then incurred Incremental Revolving Credit Commitments are fully drawn
and calculating the Fixed Charge Coverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred)
or (2) if incurred in connection with a Permitted Acquisition or other Investment, the Fixed Charge Coverage Ratio on a Pro Forma
Basis does not decrease immediately after giving effect to such Permitted Acquisition, Investment or other Specified Transaction
(the amount available under clauses (A), (B) and (C), the “Available Incremental Amount”); provided that (I) the
Borrowers may elect to use clause (C) of the Available Incremental Amount prior to clause (A) or (B) and regardless of
whether there is capacity under clause (A) or (B), and if clauses (A), (B) and (C) are available and the Borrowers do not
make an election, the Borrowers will be deemed to have elected clause (C), (II) the Borrowers may reclassify utilizations among clauses
(A), (B) and (C) of the Available Incremental Amount if, at the time of such reclassification, the Borrowers would be permitted
to incur the aggregate principal amount of Indebtedness being so reclassified, and (III) if amounts incurred under clause (A) or
(B) of the Available Incremental Amount are incurred concurrently with the incurrence of Incremental Loans or Incremental Commitments
and/or Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance on clauses (A) or (B) of
the Available Incremental Amount or any amounts pursuant to a fixed dollar basket in Section 7.03, the First Lien Net Leverage Ratio,
the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio shall be calculated without giving effect to such amounts incurred
(or commitments obtained) in reliance on the foregoing clauses (A) or (B) or such fixed dollar basket in Section 7.03;
and
(v) the
Incremental Term Loans made pursuant to any Term Loan Increase shall be added to (and form part of) each Borrowing of outstanding Term
Loans under the respective Class subject to such Term Loan Increase on a pro rata basis (based on the principal amount of each Borrowing)
so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans under such
Class after giving effect to such Term Loan Increase, provided that regularly accruing interest and fees through the date of the
applicable Incremental Facility Closing Date (as well as amounts owing to any Lender pursuant to Sections 3.01, 3.04, 3.05, 10.04 and
10.05 or similar provisions pursuant to the other Loan Documents) shall remain payable to the respective Lenders to which such amounts
were owing.
(e) Required
Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving
Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrowers and
the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent the
terms of any Incremental Term Loans are not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable,
existing on the Incremental Facility Closing Date, the terms of such Incremental Term Loans shall either, (x) not be materially more
restrictive to the Borrowers (as determined by the Administrative Borrower in good faith), when taken as a whole, than the terms of the
Term B Loans and the 2024 Incremental Term Loans, except for 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 (y) be reasonably satisfactory to the Administrative Agent (it being understood that (I) 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 need not be reasonably satisfactory to the Administrative Agent and (II) to the extent that any
Previously Absent Financial Maintenance Covenant or other covenant is added for the benefit of any Incremental Term Loans and Incremental
Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such Previously
Absent Financial Maintenance Covenant or other covenant is also added for the benefit of the existing Term Loans); provided that in the
case of a request to effect a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical
(other than with respect to upfront fees, OID or similar fees) (it being understood that, if necessary to consummate such Term Loan Increase
which is intended to be fungible for U.S. federal income tax purposes, the interest rate margins and rate floors on the existing Class of
Term Loans may be automatically increased and any call protection provision may be made more favorable to the applicable existing Lenders)
to the applicable Term Loans being increased as existing on the Incremental Facility Closing Date. In any event:
(i) the
Incremental Term Loans:
(A) (i) shall
rank pari passu in right of payment with, or junior in right of payment to, the Obligations under the then existing Term Loans
and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the extent (x) secured
by any Applicable Lien, shall be subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable,
the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject
to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably
satisfactory to the Administrative Agent, as applicable,
(B) as
of the Incremental Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Term B
Loans; provided that any Incremental Term Loans in an aggregate amount not to exceed the then available Inside Maturity Basket
may have a final scheduled maturity date earlier than the Maturity Date of the Term B Loans and the 2024
Incremental Term Loans,
(C) as
of the Incremental Facility Closing Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average
Life to Maturity of the Term B Loans and the 2024 Incremental Term Loans (prior to any extension
thereto) except as may be required to achieve fungibility with any existing term loan facility to the extent intended to be fungible;
provided that, any Incremental Term Loans in an aggregate amount no to exceed the then available Inside Maturity Basket may have
a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Term B Loans,
(D) subject
to clause (e)(iii) below, shall have an Applicable Rate and Term SOFR or Base Rate floor (if any), and subject to clauses (e)(i)(B) and
(e)(i)(C) above amortization determined by the Borrowers and the applicable Incremental Term Lenders; provided that if the
Applicable Rate and Term SOFR or Base Rate floor (if any) for a Term Loan Increase shall be higher than the Applicable Rate and Term SOFR
or Base Rate floor (if any) for the Class being increased, then the Applicable Rate for the Class being increased shall be automatically
increased as and to the extent necessary to eliminate such deficiency,
(E) shall
have fees, if any, determined by the Borrowers and the applicable Incremental Term Loan arranger(s), and
(F) may
participate on a pro rata basis or less than or greater than pro rata basis in any voluntary prepayments of other Classes of Term Loans;
and may participate on a pro rata basis or less than pro rata basis in any mandatory prepayments of Term Loans hereunder (but not on a
greater than pro rata basis (except for AHYDO Payments and prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y))).
(ii) except
with respect to maturity, pricing and fees which shall be determined by the Borrowers, the terms of any Incremental Revolving Credit Commitments
shall be reasonably satisfactory to the Administrative Agent and Parent Borrower); provided that, notwithstanding anything in this
Section 2.14 to the contrary, the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(A) (i) shall
rank pari passu in right of payment with, or junior in right of payment to, the Obligations under the then existing Term Loans
and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the extent (x) secured
by any Applicable Lien, shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement
and the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject
to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements
reasonably satisfactory to the Administrative Agent, as applicable;
(B) may
include provisions for letter of credit and swing line subfacilities and may be available in Dollars; and
(C) as
of the Incremental Facility Closing Date, shall not have a final scheduled maturity date earlier than, or scheduled commitment reductions
prior to, the date that is one year prior to the then earliest Maturity Date for any Term Loans.
(iii) the
All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrowers and the applicable Incremental
Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that the All-In Yield applicable
to Incremental Term Loans that (I) are incurred prior to the one-year anniversary of the Closing Date, (II) rank pari passu
in right of payment and security with the Term B Loans and the 2024 Incremental Term Loans,
(III) are obtained pursuant to Sections 2.14(d)(iv)(B) or 2.14(d)(iv)(C), (IV) have a Maturity Date within one year of
the Maturity Date of the Term B Loans and the 2024 Incremental Term Loans and (V) are
not incurred in connection with any Permitted Acquisition or permitted Investment 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 Term B Loans and
the 2024 Incremental Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the
proviso below, the Term SOFR or Base Rate floor) with respect to the Term B Loans and the 2024 Incremental
Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Term B Loans and
the 2024 Incremental Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points
(the “MFN Adjustment”); provided that any increase in All-In Yield to any Term B and
the 2024 Incremental Term Loans Loan due to the application or imposition of a Term SOFR or Base Rate floor on any Incremental
Term Loan shall be effected, at the Borrowers’ option, (x) through an increase in (or implementation of, as applicable) any
Term SOFR or Base Rate floor applicable to such Term B Loan and the 2024 Incremental Term Loans,
(y) through an increase in the Applicable Rate for such Term B Loan and the 2024 Incremental Term
Loans or (z) any combination of (x) and (y) above.
(f) Incremental
Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments
under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the
other Loan Documents, executed by the Borrowers, each Incremental Lender providing such 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 Borrowers,
to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in connection with a Term
Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes.
The Borrowers will use the proceeds, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose
not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments,
unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary
legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with
those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law,
change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) 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 Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.
(g) Incremental
Equivalent Debt. The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time after the Closing Date,
issue, incur or otherwise obtain Indebtedness of the Borrowers in respect of one or more series of secured first lien loans or notes (provided
that such Liens on the Term Loan Priority Collateral shall rank pari passu with the Liens on the Term Loan Priority Collateral
securing the Obligations under this Agreement (but without regard to control of remedies)), junior lien loans or notes, subordinated unsecured
loans or notes or senior unsecured loans or notes, in the case of any securities issued in a public offering, Rule 144A or other
private placement or bridge financing in lieu of the foregoing, or senior or subordinated mezzanine Indebtedness (which may be in the
form of loans or notes and limited to being unsecured or secured solely on a junior lien basis), in each case, that are issued or made
in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the “Incremental Equivalent Debt”);
provided that (i) the aggregate amount of Incremental Equivalent Debt (together with Incremental Term Loans and the Incremental
Revolving Credit Commitments) incurred pursuant to this Section 2.14 shall not exceed the Available Incremental Amount (it being
understood that (I) the Borrowers may elect to use clause (C) of the Available Incremental Amount prior to clause (A) or
(B) and regardless of whether there is capacity under clause (A) or (B), and if clauses (A), (B) and (C) are available
and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (C), (II) the Borrowers may reclassify
utilizations among clauses (A), (B) and (C) of the Available Incremental Amount if, at the time of such reclassification, the
Borrowers would be permitted to incur the aggregate principal amount of Indebtedness being so reclassified, and (III) if amounts
incurred under clause (A) or (B) of the Available Incremental Amount are incurred concurrently with the incurrence of Incremental
Loans or Incremental Commitments and/or Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance
on clause (A) or (B) of the Available Incremental Amount or any amounts pursuant to a fixed dollar basket in Section 7.03,
the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio or the Fixed Charge Coverage Ratio
shall be calculated without giving effect to such amounts incurred (or commitments obtained) in reliance on the foregoing clause (A) or
(B) or such fixed dollar basket in Section 7.03), (ii) such Incremental Equivalent Debt shall rank pari passu in
right of payment with, or junior in right of payment to, the Obligations under the then existing Term Loans and Revolving Credit Loans
and will either be secured solely by the same Collateral securing the Obligations (and to the extent (x) secured by any Applicable
Lien, shall be subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable, the First Lien
Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second
Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory
to the Administrative Agent, as applicable) or be unsecured, (iii) such Incremental Equivalent Debt shall not have a final scheduled
maturity date earlier than the Maturity Date of the Term B Loans and the 2024 Incremental Term Loans (other
than (I) any Incremental Equivalent Debt consisting of a customary bridge facility so long as the long-term Indebtedness into which
such customary bridge facility is to be converted satisfies this criteria and (II) any Incremental Equivalent Debt in an aggregate
amount not to exceed the then available Inside Maturity Basket), (iv) such Incremental Equivalent Debt shall have a Weighted Average
Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans and
the 2024 Incremental Term Loans (prior to any extension thereto) (other than (I) any Incremental Equivalent Debt consisting
of a customary bridge facility so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies
this criteria and (II) any Incremental Equivalent Debt in an aggregate amount not to exceed the then available Inside Maturity Basket),
(v) subject to clauses (iii) and (iv) above, such Incremental Equivalent Debt shall have amortization determined by the
Borrowers and the applicable lenders, (vi) any Incremental Equivalent Debt consisting of first lien syndicated term loans incurred
in reliance on clauses (B) and (C) of the Available Incremental Amount shall be subject to Section 2.14(e)(iii) solely
to the extent required thereby and not otherwise excluded by the terms thereof, (vii) such Incremental Equivalent Debt shall have
fees, if any, determined by the Borrowers and the applicable arranger(s); and (viii) such Incremental Equivalent Debt may participate
on a pro rata basis or less than or greater than pro rata basis in any voluntary prepayments of other Classes of Term Loans; and may participate
on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except for prepayments with respect to any
Refinancing Indebtedness thereof and other than with any Class of Term Loans with an earlier Maturity Date as compared with such
Incremental Equivalent Debt)) in any mandatory prepayments of Term Loans.
(h) This
Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
Section 2.15 Refinancing
Amendments.
(a) Refinancing
Commitments. The Borrowers may, at any time or from time to time after the Closing Date, by notice to the Administrative Agent (a
“Refinancing Loan Request”), request (A) (i) the establishment of one or more new Classes of term loans
under this Agreement (any such new Class, “New Refinancing Term Commitments”) or (ii) increases to one or more
existing Classes of term loans under this Agreement (any such increase to an existing Class, collectively with New Refinancing Term Commitments,
“Refinancing Term Commitments”), or (B)(i) the establishment of one or more new Classes of revolving credit
commitments under this Agreement (any such new Class, “New Refinancing Revolving Credit Commitments”) or (ii) increases
to one or more existing Classes of revolving credit commitments (any such increase to an existing Class, collectively with the New Refinancing
Revolving Credit Commitments, “Refinancing Revolving Credit Commitments”, and collectively with any Refinancing Term
Commitments, “Refinancing Commitments”), in each case, established in exchange for, or to extend, renew, replace,
repurchase, retire or refinance, in whole or in part, as selected by the Borrowers, any one or more then existing Class or Classes
of Loans or Commitments (with respect to a particular Refinancing Commitment or Refinancing Loan, such existing Loans or Commitments,
“Refinanced Debt”), whereupon the Administrative Agent shall promptly deliver a copy of each such notice to each of
the Lenders.
(b) Refinancing
Loans. Any Refinancing Term Loans made pursuant to New Refinancing Term Commitments or any New Refinancing Revolving Credit Commitments
made on a Refinancing Facility Closing Date shall be designated a separate Class of Refinancing Term Loans or Refinancing Revolving
Credit Commitments, as applicable, for all purposes of this Agreement. On any Refinancing Facility Closing Date on which any Refinancing
Term Commitments of any Class are effected, subject to the satisfaction of the terms and conditions in this Section 2.15, (i) each
Refinancing Term Lender of such Class shall make a Term Loan to the Borrowers (a “Refinancing Term Loan”) in an
amount equal to its Refinancing Term Commitment of such Class and (ii) each Refinancing Term Lender of such Class shall
become a Lender hereunder with respect to the Refinancing Term Commitment of such Class and the Refinancing Term Loans of such Class made
pursuant thereto. On any Refinancing Facility Closing Date on which any Refinancing Revolving Credit Commitments of any Class are
effected, subject to the satisfaction of the terms and conditions in this Section 2.15, (i) each Refinancing Revolving Credit
Lender of such Class shall make its Refinancing Revolving Credit Commitment available to the Borrowers (when borrowed, a “Refinancing
Revolving Loan” and collectively with any Refinancing Term Loan, a “Refinancing Loan”) and (ii) each
Refinancing Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Refinancing Revolving Credit
Commitment of such Class and the Refinancing Revolving Loans of such Class made pursuant thereto.
(c) Refinancing
Loan Request. Each Refinancing Loan Request from the Borrowers pursuant to this Section 2.15 shall set forth the requested amount
and proposed terms of the relevant Refinancing Term Loans or Refinancing Revolving Credit Commitments and identify the Refinanced Debt
with respect thereto. Refinancing Term Loans may be made, and Refinancing Revolving Credit Commitments may be provided, by any existing
Lender (but no existing Lender will have an obligation to make any Refinancing Commitment, nor will the Borrowers have any obligation
to approach any existing Lender to provide any Refinancing Commitment) or by any Additional Lender (each such existing Lender or Additional
Lender providing such Commitment or Loan, a “Refinancing Revolving Credit Lender” or “Refinancing Term Lender,”
as applicable, and, collectively, “Refinancing Lenders”); provided that in the case of any Refinancing Revolving
Credit Commitment which are Revolving Credit Commitments, the Administrative Agent shall have consented (not to be unreasonably conditioned,
withheld or delayed) to such Lender’s or Additional Lender’s providing such Refinancing Revolving Credit Commitments to the
extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments,
as applicable, to such Lender or Additional Lender.
(d) Effectiveness
of Refinancing Amendment. The effectiveness of any Refinancing Amendment, and the Refinancing Commitments thereunder, shall be subject
to the satisfaction on the date thereof (a “Refinancing Facility Closing Date”) of each of the following conditions,
together with any other conditions set forth in the Refinancing Amendment:
(i) [Reserved];
(ii) each
Refinancing Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000
(provided that such amount may be less than $10,000,000 and not in an increment of $1,000,000 if such amount is equal to (x) the
entire outstanding principal amount of Refinanced Debt that is in the form of Term Loans or (y) the entire principal amount of Refinanced
Debt (or commitments) that is in the form of Revolving Credit Commitments);
(iii) to
the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (x) customary legal opinions,
good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed
as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s
form of opinion reasonably satisfactory to the Administrative Agent and (y) 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 Refinancing Commitments and
Refinancing Loans are provided with the benefit of the applicable Loan Documents; and
(iv) the
Refinancing Term Loans made pursuant to any increase in any existing Class of Term Loans shall be added to (and form part of) each
Borrowing of outstanding Term Loans under the respective Class so incurred on a pro rata basis (based on the principal amount of
each Borrowing) so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term
Loans under such Class after giving effect to such increase; provided that regularly accruing interest and fees through the
date of the applicable Refinancing Facility Closing Date (as well as amounts owing to any Lender pursuant to Sections 3.01, 3.04, 3.05,
10.04 and 10.05 or similar provisions pursuant to the other Loan Documents) shall remain payable to the respective Lenders to which such
amounts were owing.
(e) Required
Terms. The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving
Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrowers and
the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not
identical to (or constituting a part of) any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on
the Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise, at
the option of the Borrowers, either (x) reflect market terms and conditions (taken as a whole) at the time of such refinancing (as
determined by the Administrative Borrower in good faith) or (y) if not consistent with the terms of the corresponding Class under
the Facilities, not be materially more restrictive to the Borrowers (as determined by the Administrative Borrower in good faith), when
taken as a whole, than the terms of the applicable Class under the Facilities being refinanced or replaced (except for covenants
or other provisions applicable only to periods after the Latest Maturity Date of the Term Loans and Revolving Credit Commitments existing
at the time of such refinancing). If necessary to consummate any such Refinancing Loans or Refinancing Commitments as fungible for U.S.
federal income tax purposes with an existing Class of Term Loans or Revolving Credit Commitments, the interest rate margins and rate
floors on the applicable existing Class of Term Loans or Revolving Credit Commitments may be automatically increased and any call
protection provision may be made more favorable to the applicable existing Lenders. In any event:
(i) The
Refinancing Term Loans:
(A) as
of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced
Debt; provided that (I) Refinancing Term Loans consisting of a customary bridge facility so long as the long-term Indebtedness
into which such customary bridge facility is to be converted satisfies this criteria and (II) any Refinancing Term Loans in an aggregate
amount not to exceed the then available Inside Maturity Basket may, in each case, have a final scheduled maturity date earlier than the
Maturity Date of the Refinanced Debt;
(B) as
of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average
Life to Maturity of the Refinanced Debt; provided that (I) Refinancing Term Loans consisting of a customary bridge facility
so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies this criteria and (II)
any Refinancing Term Loans in an aggregate amount not to exceed the then available Inside Maturity Basket may, in each case, have a Weighted
Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt;
(C) shall
have an Applicable Rate and Term SOFR or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization
determined by the Borrowers and the applicable Refinancing Term Lenders; provided that if the Applicable Rate and Term SOFR or
Base Rate floor (if any) for Refinancing Term Loans that constitute an increase to an existing Class of Term Loans is higher than
the Applicable Rate and Term SOFR or Base Rate floor (if any) for the Class being increased, then the Applicable Rate for the Class being
increased shall be automatically increased as and to the extent necessary to eliminate such deficiency.
(D) shall
have fees determined by the Borrowers and the applicable arranger(s);
(E) shall
not be subject to any Guarantee by any Subsidiary other than a Loan Party;
(F) may
provide for the ability to participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary prepayments
with any other Class of outstanding Term Loans and may provide for the ability to participate on a pro rata basis or less than pro
rata basis (but not on a greater than pro rata basis (except for AHYDO Payments and prepayments pursuant to Section 2.05(b)(iv) and
Section 2.05(b)(vi)(A)(y))) in any mandatory prepayments of Term Loans hereunder;
(G) shall
not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest on such Refinanced
Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of
such new Indebtedness plus 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 OID, upfront fees or similar
fees) incurred in connection with the issuance of such Refinancing Term Loans plus other amounts permitted to be incurred under Sections
7.01 and 7.03, as applicable;
(H) (i) shall
rank pari passu in right of payment or junior in right of payment with the Obligations under the then existing Term Loans and Revolving
Credit Loans and (ii) will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to
the extent (x) secured by any Applicable Lien, shall be subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor
Agreement and, if applicable, the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable
Liens), shall be subject to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor
arrangements reasonably satisfactory to the Administrative Agent, as applicable;
(ii) the
Refinancing Revolving Credit Commitments and Refinancing Revolving Loans:
(A) (i) shall
rank pari passu in right of payment with, or junior in right of payment to, the Obligations under the then existing Term Loans
and Revolving Credit Loans and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and
(ii) to the extent (x) secured by any Applicable Lien, shall be subject to the Second Lien Intercreditor Agreement and, if applicable,
the First Lien Intercreditor Agreement and the ABL Intercreditor Agreement, and (y) secured by Liens on the Collateral (other than
Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement or,
in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable;
(B) shall
not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect
to the Refinanced Debt; provided that, any Refinancing Revolving Credit Commitments and Refinancing Revolving Loans in an aggregate
amount not to exceed the then available Inside Maturity Basket may have a Weighted Average Life to Maturity shorter than the remaining
Weighted Average Life to Maturity of the Refinanced Debt;
(C) shall
provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving
Credit Commitments (and related outstandings), (2) repayments required upon the applicable Maturity Date of the Refinancing Revolving
Credit Commitments and any other Class of Revolving Credit Commitments, and (3) repayments made in connection with a permanent
repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit
Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments;
(D) may
include provisions for letter of credit and swing line subfacilities and may be available in Dollars;
(E) shall
provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving
Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but
not greater than pro rata basis) with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently
repay and terminate Commitments (I) in respect of any such Class of Revolving Credit Loans on a greater than pro rata basis
as compared to any other Class of Revolving Credit Loans with a later Maturity Date than such Class or (II) in connection
with any refinancing thereof permitted by this Agreement;
(F) shall
provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed
by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing
on the Refinancing Facility Closing Date;
(G) shall
have an Applicable Rate and Term SOFR or Base Rate floor (if any) determined by the Borrowers and the applicable Refinancing Revolving
Credit Lenders; provided that if the Applicable Rate and Term SOFR or Base Rate floor (if any) with respect to any Refinancing
Revolving Credit Commitments that constitute an increase to an existing Class of Revolving Credit Commitments is higher than the
Applicable Rate and Term SOFR or Base Rate floor (if any) for the Class being increased, then the Applicable Rate for the Class being
increased shall be automatically increased as and to the extent necessary to eliminate such deficiency;
(H) shall
have fees determined by the Borrowers and the applicable Refinancing Revolving Credit Commitment arranger(s);
(I) shall
not be subject to any Guarantee by any Subsidiary other than a Loan Party; and
(J) shall
not have a greater principal amount of Commitments than the principal amount of the utilized Commitments of the Refinanced Debt plus any
accrued but unpaid interest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently
terminated at the time of incurrence of such new Indebtedness plus 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 OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Revolving Credit Commitments
or Refinancing Revolving Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, as applicable.
(f) Refinancing
Amendment. Commitments in respect of Refinancing Term Loans and Refinancing Revolving Credit Commitments shall become additional Commitments
under this Agreement pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the
other Loan Documents, executed by the Borrowers, each Refinancing Lender providing such Commitments, the Administrative Agent. The Refinancing
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 Borrowers, to effect the provisions
of this Section 2.15, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any
lien subordination and associated rights of the applicable Lenders to the extent any Refinancing Loans are to rank junior in right of
security or to address technical issues relating to funding and payment and any amendments necessary in connection with any Refinancing
Loans necessary to provide that such Refinancing Loans and Refinancing Commitments are fungible for U.S. federal income tax purposes.
The Borrowers will use the proceeds of the Refinancing Term Loans and Refinancing Revolving Credit Commitments to extend, renew, replace,
repurchase, retire or refinance, and shall permanently terminate applicable commitments under, substantially concurrently, the applicable
Refinanced Debt.
(g) Reallocation
of Revolving Credit Exposure. Upon any Refinancing Facility Closing Date on which Refinancing Revolving Credit Commitments are effected
through the establishment of a new Class of revolving credit commitments pursuant to this Section 2.15, if, on such date, there
are any revolving loans under any Revolving Credit Facility then outstanding, such revolving loans shall be prepaid from the proceeds
of a new Borrowing of the Incremental Revolving Loans under such new Class of Refinancing Revolving Credit Commitments in such amounts
as shall be necessary in order that, after giving effect to such Borrowing and all such related prepayments, all revolving credit loans
under all Revolving Credit Facilities will be held by all Lenders under the Revolving Credit Facilities (including Lenders providing such
Refinancing Revolving Credit Commitments) ratably in accordance with their revolving credit commitments under all Revolving Credit Facilities
(after giving effect to the establishment of such Incremental Revolving Credit Commitments). Upon any Refinancing Facility Closing Date
on which Refinancing Revolving Credit Commitments are effected through the increase to any existing Class of Revolving Credit Commitments
pursuant to this Section 2.15, (x) if, on the date of such increase, there are any Revolving Credit Loans outstanding, each
of the Revolving Credit Lenders under such Class shall be deemed to assign to each of the Refinancing Revolving Credit Lenders, and
each of the Refinancing Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders under such Class, at par, such
interests in the Refinancing Revolving Loans outstanding on such Refinancing Facility Closing Date as shall be necessary in order that,
after giving effect to all such assignments and purchases, such Revolving Credit Loans under such Class will be held by existing
Revolving Credit Lenders under such Class and Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit
Commitments under such Class after giving effect to the addition of such Refinancing Revolving Credit Commitments to the Revolving
Credit Commitments under such Class; provided that regularly accruing interest and fees through the date of the applicable Refinancing
Facility Closing Date (as well as amounts owing to any Lender pursuant to Sections 3.01, 3.04, 3.05, 10.04 and 10.05 or similar provisions
pursuant to the other Loan Documents) shall be retained by the respective Lenders to which such amounts were owing and shall not be subject
to the assignments sold and purchased as otherwise required hereby and (y) each Incremental Revolving Credit Commitment shall be
deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit
Loan and (z) each Incremental Revolving Credit Lender shall become a Lender with respect to the Incremental Revolving Credit 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(a) of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding
sentence.
(h) Refinancing
Equivalent Debt.
(i) In
lieu of incurring any Refinancing Term Loans or Refinancing Revolving Credit Commitments, the Borrowers may, upon notice to the Administrative
Agent, at any time or from time to time after the Closing Date issue, incur or otherwise obtain (A) secured Indebtedness (including
any Registered Equivalent Notes) in the form of one or more series of senior secured notes or loans (provided that such Liens on the Term
Loan Priority Collateral shall rank pari passu with the Liens on the Term Loan Priority Collateral securing the Obligations under
this Agreement (but without regard to control of remedies)) (such notes or loans, “Permitted Pari Passu Secured Refinancing Debt”),
(B) secured Indebtedness (including any Registered Equivalent Notes) in the form of one or more series of second lien (or other junior
lien) secured notes or second lien (or other junior lien) secured loans (such notes or loans, “Permitted Junior Secured Refinancing
Debt”) and (C) unsecured or subordinated Indebtedness (including any Registered Equivalent Notes) in the form of one or
more series of unsecured or subordinated notes or loans (such notes or loans, “Permitted Unsecured Refinancing Debt”
and together with Permitted Pari Passu Secured Refinancing Debt and Permitted Junior Secured Refinancing Debt, “Refinancing Equivalent
Debt”), in each case, in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part, any
existing Class or Classes of Loans (such Loans, “Refinanced Loans”).
(ii) Any
Refinancing Equivalent Debt:
(A) (1) shall
not (other (I) any Refinancing Equivalent Debt consisting of a customary bridge facility so long as the long-term Indebtedness into
which such customary bridge facility is to be converted satisfies this criteria and (II) any Refinancing Equivalent Debt in an aggregate
amount not to exceed the then available Inside Maturity Basket) have a Maturity Date prior to the Maturity Date of the Refinanced Loan,
(2) if in the form of term loans (other than (I) any Refinancing Equivalent Debt consisting of a customary bridge facility so
long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies this criteria and (II) any
Refinancing Equivalent Debt in an aggregate amount not to exceed the then available Inside Maturity Basket) have a Weighted Average Life
to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Loans, (3) (I) shall rank pari passu
with, or junior in right of payment to, the Obligations under the then existing Term Loans and Revolving Credit Loans and will either
be secured solely by the same Collateral securing the Obligations or shall be unsecured and (II) to the extent (x) secured by
any Applicable Lien, shall be subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable,
the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject
to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably
satisfactory to the Administrative Agent, as applicable, (4) shall not be guaranteed by Subsidiaries other than Guarantors, (5) shall
not have a greater principal amount than the principal amount of the Refinanced Loans plus any accrued but unpaid interest on such Refinanced
Loans plus existing commitments unutilized under such Refinanced Loans to the extent permanently terminated at the time of incurrence
of such new Indebtedness plus 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 Loans and any defeasance costs and any fees and expenses (including OID, upfront fees or similar
fees) incurred in connection with the issuance of such Refinancing Equivalent Debt plus other amounts permitted to be incurred under Section 7.03
and (7) except as otherwise set forth in this clause (h)(ii), shall (x) reflect market terms and conditions (taken as a whole)
at the time of such refinancing (as determined by the Administrative Borrower in good faith) or (y) if not consistent with the terms
of the corresponding Class under the Facilities, not be materially more restrictive to the Borrowers (as determined by the Administrative
Borrower in good faith), when taken as a whole, than the terms of the applicable Class under the Facilities being refinanced or replaced
(except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the Term Loans and Revolving Credit
Commitments existing at the time of such refinancing),
(B) [reserved],
and
(C) shall
be incurred, and the proceeds thereof used, solely to repay, repurchase, retire or refinance substantially concurrently the Refinanced
Loans and terminate all commitments thereunder.
(i) This
Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
Section 2.16 Extension
of Term Loans; Extension of Revolving Credit Loans.
(a) Extension
of Term Loans. The Borrowers may, at any time and from time to time request that all or a portion of the Term Loans of a given Class (each,
an “Existing Term Loan Tranche”) be amended to extend the scheduled Maturity Date(s) with respect to all or a
portion of the Term Loans of such Existing Term Loan Tranche (any such Term Loans which have been so amended, “Extended Term
Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans,
the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under
the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension Request”) setting forth the proposed terms
of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan
Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable
in connection therewith that are not generally shared with all Extending Term Lenders (other than any transaction or similar fee payable
to the applicable consenting Lenders in connection with such Extension Amendment)) and offered pro rata to each Lender under such Existing
Term Loan Tranche and (y) be substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the
Administrative Borrower) to the Extending Term Lenders than those applicable to the Existing Term Loan Tranche subject to such Term Loan
Extension Request (except if the existing Lenders receive the benefit of such favorable terms or for covenants or other provisions applicable
only to periods after the Latest Maturity Date), including: (i) all or any of the scheduled amortization payments of principal of
the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such
Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no
time shall there be Classes of Term Loans hereunder (including Refinancing Term Loans and Extended Term Loans) which have more than five
different Maturity Dates; (ii) the All-In Yield, pricing, optional redemptions and prepayments and AHYDO Payments with respect to
the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In
Yield, pricing, optional redemptions and prepayments and AHYDO Payments for the Term Loans of such Existing Term Loan Tranche, in each
case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants
and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment
(immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may
be agreed by the Borrowers and the Lenders thereof; provided that (A) unless incurred in reliance upon the then available
Inside Maturity Basket, in no event shall the Maturity Date of any Extended Term Loans of a given Term Loan Extension Series at the
time of establishment thereof be earlier than the Maturity Date of the applicable Existing Term Loan Tranche, (B) unless incurred
in reliance upon the then available Inside Maturity Basket, the Weighted Average Life to Maturity of any Extended Term Loans of a given
Term Loan Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity
of the applicable Existing Term Loan Tranche, (C) all documentation in respect of such Extension Amendment shall be consistent with
the foregoing, (D) any Extended Term Loans may participate on a pro rata basis or less than or greater than a pro rata basis in any
voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not
greater than a pro rata basis except in the case of AHYDO Payments or a prepayment under Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)),
in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Term Loan Extension Request
and (E) any extension of such Extended Term Loans shall be subject to no Event of Default under Section 8.01(a) or (f).
Any Extended Term Loans amended 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; provided that any Extended Term Loans amended
from an Existing Term Loan Tranche 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 Tranche (in which case scheduled amortization
with respect thereto shall be proportionately increased); provided, further, that if the Applicable Rate and Term SOFR or
Base Rate floor (if any) for any such increase shall be higher than the Applicable Rate and Term SOFR or Base Rate floor (if any) for
the Class being increased, then the Applicable Rate for the Class being increased shall be automatically increased as and to
the extent necessary to eliminate such deficiency. Each request for a Term Loan Extension Series of Extended Term Loans proposed
to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $10,000,000 (it being understood
that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrowers may
impose an Extension Minimum Condition with respect to any Term Loan Extension Request, which may be waived by the Borrowers in their sole
discretion.
(b) Extension
of Revolving Credit Commitments. The Borrowers may at any time and from time to time request that all or a portion of the Revolving
Credit Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the Maturity Date
with respect to all or a portion of any principal amount of such Revolving Credit Commitments (any such Revolving Credit Commitments which
have been so amended, “Extended Revolving Credit Commitments” and any loans under such Extended Revolving Credit Commitments,
“Extended Revolving Credit Loans”) and to provide for other terms consistent with this Section 2.16. In order
to establish any Extended Revolving Credit Commitments, the Borrowers shall provide a notice to the Administrative Agent (who shall provide
a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”)
setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as
offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding
any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Revolving
Credit Lenders (other than any transaction or similar fee payable to the applicable consenting Lenders in connection with such Extension
Amendment)) and offered pro rata to each Lender under such Existing Revolver Tranche, and (y) be substantially identical to, or taken
as a whole, no more favorable (as reasonably determined by the Administrative Borrower) to the Extending Revolving Credit Lender, as the
original Revolving Credit Commitments (and related outstandings) unless the existing Lenders receive the benefit of such favorable terms
or for covenants and other provisions applicable only to periods after the Latest Maturity Date: (i) the Maturity Date of the Extended
Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Credit Commitments of such Existing
Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall
there be Classes of Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments) which have more than five
different Maturity Dates; (ii) the All-In Yield, pricing, optional redemption or prepayment terms, with respect to extensions of
credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, OID or otherwise) may
be different than the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Credit
Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the
Extension Amendment may provide for other covenants (as determined by the Borrowers and Lenders extending) and terms that apply solely
to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to
the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Credit Commitments
(i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver 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 Credit Commitments (and related outstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving
Credit Commitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Credit
Commitments); provided, further, that in no event shall the Maturity Date of any Extended Revolving Credit Commitments of
a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other
Revolving Credit Commitments hereunder, and all documentation in respect of such Extension Amendment shall be consistent with the foregoing
and the effectiveness of any Extended Revolving Credit Commitments shall be subject to no Event of Default under Section 8.01(a) or
(f). Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each,
a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided
that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable
Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing
Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments proposed to be incurred under
this Section 2.16 shall be in an aggregate principal amount that is not less than $10,000,000 (it being understood that the actual
principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrowers may impose an Extension
Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrowers in their sole discretion.
(c) Extension
Request. The Borrowers shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period
as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Term Loan Tranche or Existing Revolver
Tranche, as applicable, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable
to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.16. No Lender shall have
any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Term Loans or any of its
Revolving Credit Commitments amended into Extended Revolving Credit Commitments, as applicable, pursuant to any Extension Request. Any
Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or
a portion of its Term Loans under the Existing Term Loan Tranche subject to such Extension Request amended into Extended Term Loans and
any Revolving Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have all or a portion of its
Revolving Credit Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Revolving Credit
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 under the Existing Term Loan Tranche or Revolving Credit Commitments
under the Existing Revolver Tranche, as applicable, which it has elected to request be amended into Extended Term Loans or Extended Revolving
Credit Commitments, as applicable (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event
that the aggregate principal amount of Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing
Revolver Tranche, as applicable, in respect of which applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have
accepted the relevant Extension Request exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable,
requested to be extended pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, as applicable, subject to Extension
Elections shall be amended to Extended Term Loans or Revolving Credit Commitments, as applicable, on a pro rata basis (subject to rounding
by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving Credit Commitments,
as applicable, included in each such Extension Election.
(d) Extension
Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension
Amendment”) to this Agreement among the Borrowers, the Administrative Agent and each Extending Term Lender or Extending Revolving
Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which
shall be consistent with the provisions set forth in Sections 2.16(a) or (b) above, respectively (but which shall not require
the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to, to the extent reasonably requested
by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions (conformed as appropriate), good standing
certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate)
other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion
reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents
as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit
Commitments, as applicable, are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify
each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby 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 (but only
to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments,
as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.07 with respect to any
Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required
to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable
Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07),
(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, (iv) address technical issues relating to funding and payments and (v) 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 and the Borrowers, to effect the provisions of this Section 2.16, including any amendments necessary in connection with any
Extended Term Loans or Extended Revolving Credit Commitments necessary to provide that such Extended Term Loans or Extended Revolving
Credit Commitments are fungible for U.S. federal income tax purposes, and the Required Lenders hereby expressly authorize the Administrative
Agent to enter into any such Extension Amendment. If necessary to consummate any such Extended Term Loans and Extended Revolving Credit
Commitments as fungible for U.S. federal income tax purposes with an existing Class of Term Loans or Revolving Credit Commitments,
the interest rate margins and rate floors on the applicable existing Class of Term Loans or Revolving Credit Commitments may be automatically
increased and any call protection provision may be made more favorable to the applicable existing Lenders.
(e) No
Prepayment. No conversion or extension of Loans or Commitments pursuant to any Extension Amendment in accordance with this Section 2.16
shall constitute a voluntary or mandatory prepayment or repayment for purposes of this Agreement. This Section 2.16 shall supersede
any provisions in Section 2.13 or 10.01 to the contrary.
Section 2.17 Defaulting
Lenders.
(a) Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time
as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i) Waivers
and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in Section 10.01.
(ii) 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 Issuing Bank or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by
the Issuing Bank or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation
in any Swing Line Loan or Letter of Credit; fourth, as the Borrowers may request (so long as no Default or Event of 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 Borrowers, 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, the Issuing Banks or the Swing Line
Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks or the Swing Line Lender
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 or Event of Default has occurred and is continuing, to the payment of any amounts owing to the Borrowers as a result
of any judgment of a court of competent jurisdiction obtained by the Borrowers 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 (x) such payment is a payment of the principal amount of any Loans or
LC Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or LC 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 LC Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of
any Loans of, or LC 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(a)(ii) shall
be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.
(iii) Certain
Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for
any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise
would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of
Credit fees as provided in Section 2.03(m).
(iv) Reallocation
of Pro Rata Share 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 or Swing
Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit
Loans and LC Obligations shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided
that the aggregate obligation of each Non-Defaulting Lender under a Class of Revolving Credit Commitments to acquire, refinance or
fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving
Credit Commitment under such Class of that Non-Defaulting Lender minus (2) the sum of (A) the aggregate Outstanding Amount
of the Revolving Credit Loans, (B) the aggregate Outstanding Amount of the Pro Rata Share or other applicable share provided under
this Agreement (immediately prior to giving effect to such applicable reallocation) of the LC Obligations and (C) the aggregate Outstanding
Amount of the Pro Rata Share or other applicable share provided under this Agreement (immediately prior to giving effect to such applicable
reallocation) of the Swing Line Loans, in each case, under such Class of Revolving Credit Commitments of that Non-Defaulting Lender.
(b) Defaulting
Lender Cure. If the Administrative Borrower and the Administrative Agent 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 at
par or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded
and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with
their Pro Rata Share or other applicable share provided under this Agreement (without giving effect to the reallocation of such Lender’s
participation pursuant to Section 2.17(a)(iv)), 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 Borrowers while that Lender
was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties,
no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from
that Lender’s having been a Defaulting Lender.
(c) Cash
Collateralization. At any time that there shall exist a Defaulting Lender, promptly upon the written request of the Administrative
Agent (with respect to any or all Fronting Exposure) or the Issuing Bank or the Swing Line Lender (solely with respect to such Person’s
Fronting Exposure at such time), the Borrowers shall deliver to the Administrative Agent Cash Collateral (or, in the case of Fronting
Exposure with respect to Swing Line Loans, repay such Swing Line Loans) in an amount sufficient to cover all such Fronting Exposure that
has not been reallocated pursuant to Section 2.17(a)(iv) (after giving effect to any Cash Collateral provided by the
Defaulting Lender). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of (i) the relevant Issuing Bank and the Revolving Credit Lenders, as collateral for the LC Obligations or
(ii) the Swing Line Lender and the Revolving Credit Lenders, as collateral for the Swing Line Obligations, cash and Cash Equivalents
(if reasonably acceptable to the Administrative Agent and the relevant Issuing Bank or Swing Line Lender, as applicable) or deposit account
balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative
Agent and the relevant Issuing Bank or Swing Line Lender, as applicable (which documents are hereby consented to by the Revolving Credit
Lenders). Derivatives of such term have corresponding meanings.
Section 2.18 Co-Borrowers.
(a) Each
Borrower accepts joint and several liability hereunder in consideration of the financial accommodation to be provided by the Administrative
Agent, the Lenders and the Issuing Banks under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly,
of each Borrower and in consideration of the undertakings of each Borrower to accept joint and several liability for the obligations of
each Borrower.
(b) Each
Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the Loans hereunder
or the amount of the Obligations received or the manner in which the Administrative Agent or any Lender accounts for the Obligations on
its books and records. Each Borrower’s obligations with respect to Loans made to it, and each Borrower’s obligations arising
as a result of the joint and several liability of such Borrower hereunder, with respect to Loans or LC Obligations made to and other Obligations
owing by the Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of
each Borrower.
(c) Each
Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made
to, Letters of Credit issued on behalf of, and other Obligations owing by the Borrowers hereunder shall, to the fullest extent permitted
by law, be unconditional irrespective of (A) the validity or enforceability, avoidance or subordination of the obligations of any
other Borrower or of any promissory note or other document evidencing all or any part of the obligations of any other Borrower, (B) the
absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the
absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by
the Administrative Agent or any Lender with respect to any provision of any instrument evidencing the obligations of any other Borrower,
or any part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to the Administrative Agent
or any Lender, (D) the failure by the Administrative Agent or any Lender to take any steps to perfect and maintain its security interest
in, or to preserve its rights to, any security or collateral for the obligations of any other Borrower, (E) the Administrative Agent’s
or any Lender’s election, in any proceeding instituted under the Bankruptcy Code of the United States, of the application of Section 1111(b)(2) of
the Bankruptcy Code of the United States, (F) any borrowing or grant of a security interest by any other Borrower, as Debtor In Possession
under Section 364 of the Bankruptcy Code of the United States, (G) the disallowance of all or any portion of the Administrative
Agent’s or any Lender’s claim(s) for the repayment of the obligations of any other Borrower under Section 502 of
the Bankruptcy Code of the United States, or (H) any other circumstances which might constitute a legal or equitable discharge or
defense of a guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a result of the joint and
several liability of such Borrower hereunder with respect to Loans made to the Borrowers hereunder, such Borrower waives, until the Obligations
shall have been paid in full and this Agreement and the other Loan Documents shall have been terminated, any right to enforce any right
of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower, any endorser
or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral
given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower to the Administrative
Agent or any Lender.
(d) Upon
the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and
at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first
proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents
and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of any Borrower or
against or in payment of any or all of the Obligations.
(e) Each
Borrower hereby irrevocably appoints the Administrative Borrower as the borrowing agent and attorney-in-fact for the Borrowers, which
appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed
by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed in the place of the Administrative
Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to the Administrative
Agent and receive from the Administrative Agent all notices with respect to Loans obtained for the benefit of any Borrower and all other
notices and instructions under this Agreement and the other Loan Documents and (ii) to take such action as the Administrative Borrower
deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the
purposes of this Agreement. It is understood that the handling of the Collateral of the Borrowers in a combined fashion, as more fully
set forth herein and in the Collateral Documents, is done solely as an accommodation to the Borrowers in order to utilize the collective
borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the
Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly,
from the handling of the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued
successful performance of the integrated group
(f) After
the Closing Date, the Administrative Borrower may, at any time and from time to time, designate any Restricted Subsidiary that is a wholly-owned
Domestic Subsidiary that is treated as a corporation for U.S. federal income tax purposes as a Borrower by delivery to the Administrative
Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Administrative Borrower, together with any documentation and
other information with respect to such additional Borrower required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act requested by the Administrative Agent
(and to the extent not theretofore delivered on the Closing Date or otherwise) and satisfied the Collateral and Guarantee Requirement
(including without limitation the actions as specified in Section 6.11 with respect to newly formed Subsidiaries), and upon such
delivery and satisfaction, such Subsidiary shall for all purposes of this Agreement and the other Loan Documents be a Borrower and a party
to this Agreement. As soon as practicable upon receipt of a Borrower Joinder Agreement, the Administrative Agent shall furnish a copy
thereof to each Lender.
Article III.
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
Section 3.01 Taxes.
(a) Except
as provided in this Section 3.01, all payments made by or on account of the Borrowers or Guarantors to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction or withholding for any
Taxes, except as required by any Law. If the Borrowers, any Guarantor or other applicable withholding agent shall be required by any
Laws to deduct or withhold any Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) if
the Tax in question is an Indemnified Tax or Other Tax (as defined below), the sum payable by the Borrowers or any Guarantor shall be
increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable
to additional sums payable under this Section 3.01), each of such Lender (or where any Agent receives the payments for its own
account, such Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the
applicable withholding agent shall make such deductions, (iii) the applicable withholding agent shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after
the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), if
the Borrowers or any Guarantor is the applicable withholding agent, it shall furnish to such Agent or Lender (as the case may be) the
original or a copy of a receipt evidencing payment thereof or other evidence acceptable to such Agent or Lender.
(b) In
addition, the Borrowers agree to pay any and all present or future stamp, court or documentary Taxes and any other excise, property, intangible
or mortgage recording Taxes, imposed by any Governmental Authority, which arise from the execution, delivery, performance, enforcement
or registration of, or otherwise with respect to, any Loan Document excluding, in each case, any such Tax imposed as a result of an Agent
or Lender’s Assignment and Assumption, grant of a participation, transfer or assignment to or designation of a new applicable Lending
Office or other office for receiving payments under any Loan Document (collectively, “Assignment Taxes”), except for
Assignment Taxes resulting from an assignment or participation that is requested or required in writing by the Borrowers (all such non-excluded
taxes described in this Section 3.01(b) being hereinafter referred to as “Other Taxes”).
(c) The
Borrowers and each Guarantor agree to promptly indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes
and Other Taxes payable by such Agent or such Lender and (ii) any expenses arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally imposed or asserted by the Governmental Authority. A certificate as to the amount of such payment
or liability prepared in good faith and delivered by such Agent or Lender (or by an Agent on behalf of such Lender), accompanied by a
written statement thereof setting forth in reasonable detail the basis and calculation of such amounts shall be conclusive absent manifest
error.
(d) Each
Lender and Agent shall, at such times as are reasonably requested by the Borrowers or the Administrative Agent, provide the Borrowers
and the Administrative Agent with any documentation prescribed by Law or reasonably requested by the Borrowers 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 the Loan Documents. Each such Lender and Agent shall, whenever a lapse in time or change in circumstances
renders such documentation obsolete or inaccurate in any material respect, deliver promptly and on or before the date such documentation
expires, becomes obsolete or inaccurate to the Borrowers and the Administrative Agent updated or other appropriate documentation (including
any new documentation reasonably requested by the Borrowers or the Administrative Agent) or promptly notify the Borrowers and the Administrative
Agent in writing of its legal ineligibility to do so. Unless the applicable withholding agent has received forms or other documents satisfactory
to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding Tax or are subject to such Tax
at a rate reduced by an applicable tax treaty, the applicable withholding agent shall withhold amounts required to be withheld by applicable
Law from such payments at the applicable statutory rate. Notwithstanding any other provision of this clause (d), a Lender shall not be
required to deliver any form pursuant to this clause (d) that such Lender is not legally eligible to deliver. Without limiting the
foregoing:
(i) Each
Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers and the Administrative
Agent on or before the date on which it becomes a party to this Agreement and at the reasonable request of the Parent Borrower or Administrative
Agent two properly completed and duly signed original copies (or, in the case of Revolving Credit Lenders, duly signed copies) of Internal
Revenue Service Form W-9 (or any successor forms) certifying that such Lender is exempt from U.S. federal backup withholding.
(ii) Each
Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers 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 Borrowers or the Administrative Agent) whichever of the following is applicable:
(A) two
properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or any successor
forms), claiming eligibility for the benefits of an income tax treaty to which the United States is a party,
(B) two
properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),
(C) in
the case of a Lender claiming the benefits of the exemption for portfolio interest under Sections 871(h) or 881(c) of the
Code, (A) a certificate substantially in the form of Exhibit I hereto (any such certificate a “United States
Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of Internal Revenue Service
Form W-8BEN or W-8BEN-E, as applicable (or any successor forms), or
(D) to
the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or is a Participant holding a participation
granted by a participating Lender), two properly completed and duly signed original copies of Internal Revenue Service Form W-8IMY
(or any successor forms) of the Lender, accompanied by a properly completed and duly signed Form W-8ECI, W-8BEN, W-8BEN-E, United
States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each beneficial owner, as applicable
(provided that, if such Lender is a partnership (and not a participating Lender) and one or more beneficial owners are claiming
the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Lender on behalf of such beneficial
owner(s)).
(iii) Each
Administrative Agent that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers
two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or any successor forms) with respect
to fees received on its own behalf, certifying that such Administrative Agent is exempt from U.S. federal backup withholding. Each Administrative
Agent that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers and the Administrative
Agent two properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms) with
respect to fees received on its own behalf and Internal Revenue Service Form W-8IMY, and including required accompanying documentation
with respect to payments to be received by it on behalf of the Lenders, certifying that it is a “U.S. branch” and that the
payments it receives for the account of others are not effectively connected with the conduct of its trade or business within the United
States and that it is using such form as evidence of its agreement with the Borrower to be treated as a U.S. Person with respect to such
payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a resident for tax purposes in the
United States with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations).
(e) If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA, such Lender shall deliver to the Borrowers and the Administrative
Agent at the time or times prescribed by Laws and at such time or times reasonably requested by the Borrowers or the Administrative Agent
such documentation prescribed by applicable Laws and such additional documentation reasonably requested by the Borrowers or the Administrative
Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine
whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount
to deduct and withhold from such payment.
(f) 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 Section 3.01(d) or (e) above.
(g) Any
Lender or Agent claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable efforts to mitigate
or reduce the additional amounts payable, which reasonable efforts may include a change in the jurisdiction of its Lending Office (or
any other measures reasonably requested by the Borrowers) if such a change or other measures would reduce any such additional amounts
(or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, result in any unreimbursed
cost or expense or be otherwise disadvantageous to such Lender.
(h) If
any Lender or Agent determines, in its sole discretion exercised in good faith, that it has received a refund in respect of any Indemnified
Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by a Loan Party pursuant to this Section 3.01,
it shall promptly remit to such Loan Party an amount equal to the amount of such refund (but only to the extent of indemnification or
additional amounts paid by the Loan Party under this Section 3.01(h) with respect to the Indemnified Taxes or Other Taxes giving
rise to such refund), net of all reasonable out-of-pocket expenses (including any Taxes) of the Lender or Agent, as the case may be, and
without interest (other than any interest paid by the relevant taxing authority with respect to such refund net of any Taxes payable by
any Agent or Lender on such interest); provided that the Loan Parties, upon the request of the Lender or Agent, as the case may
be, shall promptly return such refund (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such
party in the event such party is required to repay such refund to the relevant taxing authority. The Administrative Agent or such Lender,
as the case may be, shall provide the Loan Party with a copy of any notice of assessment or other evidence reasonably available of the
requirement to repay such refund received from the relevant taxing authority. This Section shall not be construed to require any
Agent or any Lender to make available its tax returns (or any other information relating to Taxes that it deems confidential) to the Borrowers
or any other person.
(i) For
the avoidance of doubt, a “Lender” shall, for purposes of this Section 3.01, include any Issuing Bank and any Swing Line
Lender.
Section 3.02 Illegality.
If any Lender reasonably
determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or
its applicable Lending Office to make, maintain or fund Term SOFR Loans, or to determine or charge interest rates based upon the Term
SOFR in each case after the Closing Date, then, on written notice thereof by such Lender to the Borrowers through the Administrative
Agent, (i) any obligation of such Lender to make or continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall
be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest
rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such
Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component
of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise
to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with
a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Term SOFR 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 Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Term SOFR Loans to such day, or promptly, if such Lender may not lawfully continue to maintain
such Term SOFR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based
upon the Term SOFR 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 Term SOFR 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 Term SOFR. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and
will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. Upon any such prepayment
or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection
with such prepayment and conversion.
Section 3.03 Inability
to Determine Rates.
(a) If,
after the Closing Date, the Required Lenders reasonably determine that for any reason in connection with any request for a Term SOFR
Loan or a conversion to or continuation thereof that (i) adequate and reasonable means do not exist for determining the Term SOFR
for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan,
or (ii) the Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly
reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender.
Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans shall be suspended, and (y) in the event
of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the
Term SOFR 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 Borrowers may revoke any pending request for a Borrowing
of, conversion to or continuation of Term SOFR 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.
(b) [Reserved.]
(c) Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents:
| (ii) | Upon (A) the occurrence of a Benchmark Transition Event or (B) a determination by the Administrative
Agent that neither of the alternatives under clause (1) of the definition of Benchmark Replacement are available, the Benchmark Replacement
will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at
or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders
without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the
Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising
the Required Lenders (and any such objection shall be conclusive and binding absent manifest error). |
| (iii) | At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased
to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant
to public statement or publication of information to be no longer representative of the underlying market and economic reality that such
Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing
of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark
until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and,
failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate
Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in
any determination of Base Rate. |
| (iv) | In connection with the implementation and administration of a Benchmark Replacement, the Administrative
Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of any other party to this Agreement. |
| (v) | The Administrative Agent will promptly notify the Administrative Borrower and the Lenders of (A) the
implementation of any Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination,
decision or election that may be made by the Administrative Agent pursuant to this Section 3.03(c), including any determination with
respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take
or refrain from taking any action, will be conclusive and binding absent manifest error. |
| (vi) | At any time (including in connection with the implementation of a Benchmark Replacement), (A) if
the then-current Benchmark is a term rate (including Term SOFR), then the Administrative Agent may remove any tenor of such Benchmark
that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (B) the Administrative Agent
may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings. |
Section 3.04 Increased
Cost and Reduced Return; Capital Adequacy; Term SOFR Loan Reserves.
(a) If
any Lender reasonably determines that as a result of a Change in Law, there shall be any increase in the cost to such Lender of agreeing
to make or making, funding or maintaining Term SOFR Loans, or a reduction in the amount received or receivable by such Lender in connection
with any of the foregoing (including any Taxes (other than (i) Indemnified Taxes or Other Taxes or (ii) 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 that are excluded from the
definition of Indemnified Taxes pursuant to clauses (i) through (vi) thereof), including by imposing, modifying or holding applicable
any reserve, special deposit, compulsory loan, insurance charge or similar requirement against its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and excluding for purposes
of this Section 3.04(a) any such increased costs or reduction in amount resulting from reserve requirements contemplated by
Section 3.04(c)), 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 given in accordance with Section 3.06), the Borrowers
shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.
(b) 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 any such Lender’s holding companies, 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 companies could have achieved but for such Change in Law (taking into consideration
such Lender’s policies and the policies of such Lender’s holding companies with respect to capital adequacy and liquidity),
then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrowers will pay to
such Lender, as the case may be, within fifteen (15) days after demand by such Lender, such additional amount or amounts as will compensate
such Lender or such Lender’s holding companies for any such reduction suffered.
(c) The
Borrowers shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities
or assets consisting of or including Term SOFR funds or deposits, additional interest on the unpaid principal amount of each applicable
Term SOFR Loan of the Borrowers equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender
shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financing regulatory
authority imposed in respect of the maintenance of the Commitments or the funding of any Term SOFR Loans of the Borrowers, such additional
costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual
costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive
absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan; provided
that the Borrowers shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of
such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment
Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.
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 Borrowers 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:
(a) any
continuation, conversion, payment or prepayment of any Term SOFR Loan of the Borrowers on a day other than the last day of the Interest
Period for such Loan; or
(b) any
failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
Term SOFR Loan of the Borrowers on the date or in the amount notified by the Borrowers;
including any loss or expense (excluding loss
of anticipated profits or margin) arising from the liquidation or reemployment of funds obtained by it to maintain such Term SOFR Loan
or from fees payable to terminate the deposits from which such funds were obtained.
Section 3.06 Matters
Applicable to All Requests for Compensation.
(a) If
any Lender requests compensation under Section 3.04, or the Borrowers are 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 issuing Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches
or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02,
as applicable, and (ii) in each case, would not subject such Lender to any material unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender in any material economic, legal or regulatory respect; provided that nothing in this
Section 3.06(a) shall affect or postpone any Obligations of the Borrowers or the rights of the Lenders under this Article III.
(b) If
any Lender requests compensation by the Borrowers under Section 3.04, the Borrowers may, by notice to such Lender (with a copy to
the Administrative Agent), suspend the obligation of such Lender to make or continue Term SOFR Loans from one Interest Period to another
Interest Period, or to convert Base Rate Loans into Term SOFR 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(d) shall be applicable); provided that such suspension shall
not affect the right of such Lender to receive the compensation so requested.
(c) Failure
or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of Section 3.01, 3.02, 3.03 or 3.04
shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be
required to compensate a Lender pursuant to the foregoing provisions of Section 3.01, 3.02, 3.03 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 Borrowers
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).
(d) If
the obligation of any Lender to make or continue any Term SOFR Loan or to convert Base Rate Loans into Term SOFR Loans shall be suspended
pursuant to Section 3.06(b) hereof, such Lender’s applicable Term SOFR Loans shall be automatically converted into Base
Rate Loans on the last day(s) of the then current Interest Period(s) for such Term SOFR Loans (or, in the case of any immediate
conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided
below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:
(i) to
the extent that such Lender’s Term SOFR Loans have been so converted, all payments and prepayments of principal that would otherwise
be applied to such Lender’s applicable Term SOFR Loans shall be applied instead to its Base Rate Loans; and
(ii) all
Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Term SOFR Loans shall be made or
continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into Term
SOFR Loans shall remain as Base Rate Loans.
(e) If
any Lender gives notice to the Borrowers (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 any of such Lender’s Term SOFR Loans pursuant to this Section 3.06
no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Term SOFR Loans made
by other Lenders under the applicable Facility are outstanding, if applicable, 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 Term SOFR Loans, to the extent
necessary so that, after giving effect thereto, all Loans held by the Lenders holding Term SOFR Loans under such Facility and by such
Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments
for the applicable Facility.
(f) Any
Agent or Lender claiming compensation under this Article III shall deliver a certificate to the Borrowers setting forth in reasonable
detail the additional amount or amounts to be paid to it hereunder, which shall be conclusive on the absence of manifest error. In determining
such amounts, such Agent or Lender may use any reasonable averaging and attribution methods.
Section 3.07 Replacement
of Lenders under Certain Circumstances.
If (i) any Lender ceases
to make Term SOFR Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) the Borrowers are
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, (iii) any Lender is a Non-Consenting Lender, (iv) any Lender becomes a Defaulting Lender, or (v) any other circumstance
exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Borrowers may, at their sole expense
and effort, upon notice to such Lender and the Administrative Agent, (x) 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 (iii) 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 and amendment) and the related
Loan Documents to one or more Eligible Assignees (provided that neither the Administrative Agent nor any Lender shall have any
obligation to the Borrowers to find a replacement Lender or other such Person) that shall assume such obligations (any of which assignee
may be another Lender, if a Lender accepts such assignment); provided that:
(a) the
Borrowers or the Assignee shall have paid to the Administrative Agent the assignment fee specified in Section 10.07(b)(ii)(B) (unless
otherwise waived by the Administrative Agent);
(b) 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 2.05(a)(vi) in
connection with a Repricing Transaction and Section 3.05) from the assignee (to the extent of such outstanding principal and accrued
interest and fees (other than any amount under Section 2.05(a)(vi))) or the Borrowers;
(c) such
Lender being replaced pursuant to this Section 3.07 shall (1) 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 LC Obligations and Swing
Line Loans, and (2) deliver any Notes evidencing such Loans to the Borrowers 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 may be recorded in the Register
and the Notes shall be deemed to be canceled upon such failure;
(d) upon
such payment set forth in clauses (a) and (b) above and, if so requested by the assignee Lender, delivery to the assignee Lender
of the appropriate Note or Notes executed by the Borrowers, the assignee Lender 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 provisions under this Agreement, which shall survive as to such assigning Lender;
(e) 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;
(f) such
assignment does not conflict with applicable Laws;
(g) any
Lender that acts as an Issuing Bank may not be replaced in its capacity as an Issuing Bank 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
(h) the
Lender that acts as the Administrative Agent cannot be replaced in its capacity as Administrative Agent other than in accordance with
Section 9.06,
or (y) 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 Borrowers
owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (b) in the case
of an Issuing Bank, repay all Obligations of the Borrowers owing to such Issuing Bank relating to the Loans and participations held by
the 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 departure, waiver or amendment of the Loan Documents and such termination shall, with respect
to clause (iii) 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.
Notwithstanding the foregoing,
in addition if a Non-Consenting Lender is being replaced in connection with any Extension Amendment, Refinancing Amendment, Permitted
Repricing Amendment or amendment effecting a Replacement Term Loan, the Borrowers shall have the option, with the consent of the Administrative
Agent and subject to at least three Business Days’ advance notice (which notice may be rescinded if the transaction contemplated
in such notice is not consummated) to such Non-Consenting Lenders, in lieu of execution of an Assignment and Assumption as otherwise provided
for in this clause (b), effect such assignment by purchasing any such Non-Consenting Lender’s Loans (which shall be automatically
cancelled upon consummation of such acquisition) and unfunded Commitments at par (allocated among the applicable Lenders in the same manner
as would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the
Borrowers), accompanied by payment of any accrued interest and fees thereon (and, if applicable, any amounts payable pursuant to clause
(e) of this Section, Section 3.05 and any amounts under Section 2.05(a)(vi) in connection with a Repricing Transaction).
By receiving such purchase price, the applicable Lenders shall automatically be deemed to have assigned such Loans or Commitments pursuant
to the terms of an Assignment and Assumption, and accordingly no other action by such Lenders shall be required in connection therewith.
In the event that (i) the
Borrowers 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 affected Lender
or all the Lenders with respect to a certain Class or Classes of the Loans and/or Commitments and (iii) the Required Lenders
(or, in the case of a consent, waiver or amendment involving all affected Lenders or all Lenders of a certain Class or Classes (including
to the extent such Classes constitute all outstanding Classes), in lieu of the Required Lenders, the Required Class Lenders) have
agreed (but solely to the extent required by Section 10.01) to such consent, waiver or amendment (including, in each case, by virtue
of such Lender refusing to make or enter into an Extension Election pursuant to Section 2.16, a Refinancing Amendment pursuant to
Section 2.15, a Permitted Repricing Amendment or an amendment effecting a Replacement Term Loan pursuant to Section 10.01),
then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”
In connection with any such
replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed
Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes
and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting
Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting
Lender or Defaulting Lender. Notwithstanding the foregoing, in addition if a Non-Consenting Lender is being replaced in connection with
any Extension Amendment, Refinancing Amendment, Permitted Repricing Amendment or amendment effecting a Replacement Term Loan, the Administrative
Borrower shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance
notice (which notice may be rescinded if the transaction contemplated in such notice is not consummated) to such Non-Consenting Lenders,
in lieu of execution of an Assignment and Assumption as otherwise provided for in this clause (y), to effect such assignment by purchasing
any such Non-Consenting Lender’s Loans (which shall automatically be cancelled upon consummation of such acquisition) and unfunded
Commitments at par (allocated among the applicable Lenders in the same manner as would be required if such Loans were being optionally
prepaid or such Commitments were being optionally reduced or terminated by the Borrowers), accompanied by payment of any accrued interest,
premium and fees thereon (and, if applicable, any amounts payable pursuant to the immediately preceding paragraphs). By receiving such
purchase price, the applicable Lenders shall automatically be deemed to have assigned such Loans or Commitments pursuant to the terms
of an Assignment and Assumption and accordingly no other action by such Lenders shall be required in connection therewith.
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 Borrowers to require such assignment and delegation cease to apply.
Section 3.08 Survival.
All of the Loan Parties’
obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations
hereunder.
Article IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
Section 4.01 Conditions
to Initial Credit Extension.
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:
(a) The
Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly
by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) a
Request for Credit Extension in accordance with the requirements hereof;
(ii) [reserved];
(iii) a
Note executed by the Borrowers in favor of each Lender that has requested a Note at least three (3) Business Days in advance of the
Closing Date;
(iv) a
copy of the charter or certificate of formation (or the equivalent thereof) of each Loan Party certified by the secretary of state of
the state of formation, if applicable, of such Loan Party and the other Organization Documents of each Loan Party;
(v) [reserved];
(vi) such
certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization
of each Loan Party, certificates of resolutions or other action and incumbency certificates 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;
(vii) customary
opinions from Kirkland & Ellis LLP and Taft, Stettinius & Hollister LLP, counsel to the Loan Parties;
(viii) a
solvency certificate from the chief financial officer of the Parent Borrower (after giving effect to the Transactions) substantially in
the form of Exhibit D-2 hereto.
(b) Payment
of all fees, closing payments and expenses required to be paid hereunder and due to the Administrative Agent and the Bookrunner, and in
the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably
agreed by the Borrowers), required to be paid on the Closing Date.
(c) The
Administrative Agent shall have received a copy of the Third Amendment to ABL Credit Agreement (the “ABL Credit Agreement
Amendment”) duly executed by the Parent Borrower, each Guarantor party thereto, the Lenders (as such term is defined in
the ABL Credit Agreement) party thereto and the ABL Agent.
(d) [Reserved].
(e) The
Administrative Agent shall have received the Annual Financial Statements and Quarterly Financial Statements.
(f) [Reserved].
(g) So
long as requested at least ten (10) business days prior to the Closing Date, (x) the Administrative Agent shall have received,
at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to Borrowers and
the Guarantors that is required by regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including, without limitation, the PATRIOT Act and (y) any Loan Party that qualifies as a “legal
entity customer,” under the Beneficial Ownership Regulation shall deliver, at least three (3) Business Days prior to the Closing
Date, a beneficial ownership certificate to the Administrative Agent, which certification shall be substantially similar in form and substance
to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications
and Trading Association and Securities Industry and Financial Markets Association, in relations to such Loan Party
(h) [Reserved].
(i) [Reserved].
(j) Substantially
concurrently with the initial Borrowing on the Closing Date, the Closing Date Refinancing shall have been consummated.
Without limiting the generality
of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01,
each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Section 4.02 Conditions
to All Credit Extensions.
The obligation of each Lender
to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type,
or a continuation of Term SOFR Loans) after the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent:
(i) The
representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct
in all material respects on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except
to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in
all material respects as of such earlier date; provided 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.
(ii) No
Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.
(iii) The
Administrative Agent and, if applicable, the relevant Issuing Bank or the Swing Line Lender shall have received a Request for Credit
Extension in accordance with the requirements hereof.
Each Request for Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR Loans) submitted
by the Borrowers after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections
4.02(i) and (ii) have been satisfied on and as of the date of the applicable Credit Extension.
Notwithstanding anything
in this Section 4.02 to the contrary, (i) the effectiveness of any Incremental Amendment shall be subject only to
the conditions precedent set forth in Section 2.14(d) and to such conditions as are mutually agreed between the applicable
Borrower and the Lenders party to the Incremental Amendment, (ii) the effectiveness of any Refinancing Amendment shall be subject
only to the conditions precedent set forth in Section 2.15(b) and such conditions as are mutually agreed between the
applicable Borrower and the Lenders party to the applicable amendment, (iii) the effectiveness of any Extension Amendment shall
be subject only to the conditions precedent set forth in Section 2.16(d) and to such conditions as are mutually agreed
between the applicable Borrower and the Lenders party to the Extension Amendment and (iv) the effectiveness of any Permitted Repricing
Amendment or any amendment with respect to Replacement Term Loans shall be subject only to such conditions as are mutually agreed between
the applicable Borrower and the Lenders party to the applicable amendment.
Article V.
REPRESENTATIONS AND WARRANTIES
Each Borrower and each of
the Guarantors party hereto represent and warrant to the Agents and the Lenders (a) on and as of the Closing Date and (b) after
the Closing Date, at the time of each Credit Extension (to the extent, in the case of clause (b), the representations and warranties
in this Article V are required to be true and correct in all material respects or otherwise as a condition to such Credit Extension
pursuant to Article IV) that:
Section 5.01 Existence,
Qualification and Power; Compliance with Laws.
Each Loan Party and each Restricted
Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the
Laws of the jurisdiction of its incorporation, organization or formation (to the extent such concept exists in such jurisdiction), (b) in
the case of the Loan Parties has all requisite corporate power, limited liability power or other organizational power and authority to
execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing
(to the extent such concept exists in such jurisdiction) 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, (d) is in compliance with all applicable
Laws (including the United States Foreign Corrupt Practices Act of 1977, as amended), orders, writs and injunctions and (e) has all
requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each
case referred to in clause (a) (other than with respect to the Parent Borrower), (c), (d) or (e), to the extent that failure
to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Section 5.02 Authorization;
No Contravention.
The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is a party (a) have been duly authorized by all necessary
corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization
Documents, (ii) result in any breach or contravention of, or the creation of any Lien upon any of the property or assets of such
Loan Party (other than as permitted by Section 7.01), or require any payment to be made under (x) any Contractual Obligation
to which such Person is a party or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which such Person or its property is subject or (iii) violate any Law; except with respect to any breach or contravention
or payment (but not creation of Liens) referred to in clauses (ii) and (iii), to the extent that such violation, breach, contravention
or payment could not reasonably be expected to have a Material Adverse Effect.
Section 5.03 Governmental
Authorization; Other Consents.
No material approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection
with the execution, delivery or performance by, enforcement by the Administrative Agent of its rights under the Loan Documents against,
any Loan Party of this Agreement or any other Loan Document, the grant by any Loan Party of the Liens granted by it pursuant to the Collateral
Documents, the perfection (if and to the extent required by the Collateral and Guarantee Requirement) or maintenance of the Liens created
under the Collateral Documents (including the priority thereof) or the exercise by the Administrative Agent or any Lender of its rights
under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings
and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the
approvals, consents, exemptions, authorizations, actions, notices and filings which 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 (iii) those approvals, consents, exemptions, authorizations or other actions,
notices or filings, the failure of which to obtain or make could 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 thereto. This Agreement and each other Loan Document
constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in
accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of
equity and principles of good faith and fair dealing and (ii) the effect of foreign Laws, rules and regulations as they relate
to pledges of Equity Interests in Foreign Subsidiaries.
Section 5.05 Financial
Statements; No Material Adverse Effect.
(a) [Reserved].
(b) Since
December 31, 2020, there has been no event, circumstance or change, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.
Section 5.06 Litigation.
Except as set forth on Schedule
5.06, (a) there are no actions, suits or proceedings, pending or (b) to the knowledge of any Borrower, there are no actions,
suits, proceedings, claims or disputes overtly threatened in writing, in each case of (a) and (b), at law, in equity, in arbitration
or before any Governmental Authority, by or against any Borrower or any Restricted Subsidiary or against any of their properties or revenues
that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Section 5.07 Ownership
of Property; Liens.
Each of the Borrowers and
each of its Restricted Subsidiaries has good record title 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 as set forth on
Schedule 5.07 and except for minor defects in title that do not materially interfere with its ability to conduct its business or
to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such
title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Section 5.08 Environmental
Matters.
Except as could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect:
(a) each
Loan Party and its respective properties and operations are and have been in compliance with all Environmental Laws, which includes obtaining
and maintaining all applicable Environmental Permits required under such Environmental Laws to carry on the business of the Loan Parties;
(b) the
Loan Parties have not received any written notice that alleges any of them is in violation of or potentially liable under any Environmental
Laws and none of the Loan Parties nor any Real Property is the subject of any claims, investigations, liens, demands, or judicial, administrative
or arbitral proceedings pending or, to the knowledge of any Borrower, threatened in writing, under any Environmental Law or to revoke
or modify any Environmental Permit held by any of the Loan Parties;
(c) there
has been no Release of Hazardous Materials on, at, under or from any Real Property or facilities owned, operated or leased by any of
the Loan Parties, or, to the knowledge of any Borrower, Real Property formerly owned, operated or leased by any Loan Party or arising
out of the conduct of the Loan Parties, in any case, that could reasonably be expected to require investigation, remedial activity or
corrective action or cleanup under Environmental Laws or could reasonably be expected to result in the Borrowers or any other Loan Party
incurring liability under Environmental Laws; and
(d) there
are no existing facts, circumstances or conditions arising out of or relating to the operations of the Loan Parties or Real Property
or facilities owned, operated or leased by any of the Loan Parties or, to the knowledge of any Borrower, Real Property or facilities
formerly owned, operated or leased by the Loan Parties that could reasonably be expected to result in the Borrowers or any other Loan
Party incurring liability under Environmental Laws.
Section 5.09 Taxes.
Except as could not, either
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Borrowers and the Restricted Subsidiaries
have timely filed all tax returns required to be filed by them, and have paid all Taxes levied or imposed upon them or their properties,
income, profits or assets, that are due and payable (including in their capacity as a withholding agent), except those which are being
contested in good faith by appropriate actions diligently conducted and for which adequate reserves have been provided in accordance
with GAAP. There is no proposed Tax deficiency or assessment known to any Loan Parties against the Loan Parties or their Restricted Subsidiaries
that, if made, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No written adjustment
relating to any such returns and involving a material amount of tax has been proposed or otherwise assessed by a taxing authority, and
there are no pending audits, proceedings or actions related to the assessment or collection of taxes against any Loan Party that could,
individually or in the aggregate, in each case, reasonably be expected to have a Material Adverse Effect.
Section 5.10 ERISA
Compliance.
(a) Except
as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in
compliance in form and operation with its terms and with the applicable provisions of ERISA, the Code and other applicable federal or
state Laws.
(b) (i) No
ERISA Event has occurred or is reasonably expected to occur; (ii) neither any Loan Party, Restricted Subsidiary nor any ERISA Affiliate
has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums
due but not delinquent under Section 4007 of ERISA); (iii) neither any Loan Party, Restricted Subsidiary nor any ERISA Affiliate
has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219
of ERISA, would result in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan; and (iv) to the
knowledge of the Borrowers, neither any Loan Party, nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections
4069 or 4212(c) of ERISA; except, with respect to each of the foregoing clauses of this Section 5.10(b), as could not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Section 5.11 Subsidiaries;
Equity Interests.
As of the Closing Date (after
giving effect to the Transactions), no Loan Party has any Material Subsidiaries other than those specifically disclosed on Schedule 5.11
(it being understood that the disclosure of any Subsidiary on Schedule 5.11 shall not be an admission that such Subsidiary is a Material
Subsidiary), and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such Material
Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan
Party) in such Material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents
and (ii) any nonconsensual Lien that is permitted under Section 7.01.
Section 5.12 Margin
Regulations; Investment Company Act.
(a) Each
Borrower is not and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin
Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or drawings under
any Letter of Credit will be used for any purpose that violates Regulation U of the Board of Governors of the United States Federal Reserve
System.
(b) None
of the Borrowers or any Guarantor is required to be registered as an “investment company” under the Investment Company Act
of 1940.
Section 5.13 Disclosure.
(a) As
of the Closing Date, no written report, financial statement, certificate or other written information furnished by or on behalf of the
Parent Borrower concerning it or its Subsidiaries or the Transactions (other than projected financial information, pro forma financial
information, budgets, estimates, other forward looking statements and information of a general economic or industry nature) to any Agent
or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or
any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole and as supplemented contains
any material misstatement of fact or omits to state any material fact necessary to make the statements therein (when taken as a whole),
in the light of the circumstances under which they were made, not materially misleading. With respect to written projected financial
information and pro forma financial information, furnished by or on behalf of the Initial Borrower on or prior to the Closing
Date concerning the Company and its Subsidiaries or the Transactions, the Initial Borrower represents, as of the Closing date, that such
written information was prepared in good faith based upon assumptions believed to be reasonable at the time such information was furnished
to the Lenders (it being understood that (i) such projected financial information and pro forma financial information are
not to be viewed as facts or a guarantee of performance and are subject to significant uncertainties and contingencies many of which
are beyond the control of the Parent Borrower and its Subsidiaries and (ii) no assurance can be given that any particular financial
projections will be realized, and that actual results during the period or periods covered by any such written projected financial information
and pro forma financial information may vary from such forecasts and that such variations may be material and that no assurance
can be given that the projected results will be realized).
(b) As
of the Closing Date, the information included in the beneficial ownership certification delivered pursuant to Section 4.01(g) is
true and correct in all material respects.
Section 5.14 Labor
Matters.
Except as, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes
against any Borrower or any of its Restricted Subsidiaries pending or, to the knowledge of the Borrowers, overtly threatened and (b) each
Borrower and each of its 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 5.15 Intellectual
Property; Licenses, Etc.
The Borrowers and the Restricted
Subsidiaries own, license or otherwise possess the right to use (free and clear of all Liens, except for the Liens permitted by Section 7.01)
all of the intellectual property rights, including without limitation, trademarks, service marks, trade names, domain names, copyrights,
patents, patent rights, licenses, technology, software, know-how database rights, design rights, works of authorship, trade secrets,
all registrations and applications related to any of the above, and other intellectual property rights (collectively, “IP Rights”)
that are necessary for the operation of their respective businesses as currently conducted, except to the extent the absence of such
IP Rights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge
of each Borrower, the operation of the respective businesses of the Borrowers and the Restricted Subsidiaries as currently conducted
does not infringe upon any IP Rights held by any Person except for such infringements, individually or in the aggregate, which could
not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is pending or, to
the knowledge of any Borrower, overtly threatened in writing against any Loan Party or any of the Restricted Subsidiaries, which, either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Section 5.16 Solvency.
On the Closing Date, after
giving effect to the Transactions, the Parent Borrower and the Restricted Subsidiaries, on a consolidated basis, are Solvent.
Section 5.17 [Reserved].
Section 5.18 USA
Patriot Act, FCPA and OFAC.
(a) To
the extent applicable, each of the Guarantors, the Borrowers and the Restricted Subsidiaries is in compliance, in all material respects,
with (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department
(31 CFR Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto and (ii) the USA Patriot
Act, solely for purposes of Section 4.01 to the extent a breach or violation of the representation in this clause (ii) would
reasonably be expected to result in a Material Adverse Effect.
(b) No
part of the proceeds of the Loans will be used by the Guarantors, the Borrowers or any Restricted Subsidiary, directly or indirectly,
for any payments to any governmental official or employee, political party, official of a political party, candidate for political office,
or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended.
(c) (i) None
of the Guarantors, the Borrowers or any Restricted Subsidiaries nor, to the knowledge of any Borrower, any director or officer of any
Guarantor, Borrower or Restricted Subsidiary is currently the subject of any U.S. sanctions program administered by the Office of Foreign
Assets Control of the United States Department of the Treasury (“OFAC”), and (ii) none of the Guarantors, the
Borrowers or any Restricted Subsidiary will directly or indirectly knowingly use the proceeds of the Loans or otherwise knowingly make
available such proceeds to any Person, for the purpose of financing the activities of any Person, or in any country or territory that,
at the time of such financing, is the subject of any U.S. sanctions program administered by OFAC, except to the extent licensed or otherwise
approved by OFAC.
Section 5.19 Collateral
Documents.
Except as otherwise contemplated
hereby or under any other Loan Documents and subject to the 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 the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant
to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent for the benefit of the Secured
Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including subject to Liens permitted by
Section 7.01, a legal, valid, enforceable and perfected Lien on all right, title and interest of the respective Loan Parties in
the Collateral described therein.
Notwithstanding anything
herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers nor any other 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 that is not a Guarantor, 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 or (C) on
the Closing Date and until required pursuant to Section 6.13, 6.17 or 4.01(a)(v), the pledge or creation of any security interest,
or the effects of perfection 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(a)(v).
Section 5.20 Affected
Financial Institution and Covered Party.
No Loan Party is an Affected
Financial Institution or a Covered Party.
Article VI.
AFFIRMATIVE COVENANTS
So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations as to which no claim has
been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding
(unless the Outstanding Amount of the LC Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit
reasonably satisfactory to the applicable Issuing Bank or such Letter of Credit has been deemed reissued under another agreement reasonably
acceptable to the applicable Issuing Bank), then from and after the Closing Date, the Parent Borrower shall, and shall cause the Restricted
Subsidiaries to:
Section 6.01 Financial
Statements.
Deliver to the Administrative
Agent for prompt further distribution to each Lender:
(a) within
one hundred and twenty (120) days after the end of each fiscal year of the Parent Borrower, a consolidated statement of financial condition
of the Parent Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations,
stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous
fiscal year (provided, in no event shall any comparison be required to be furnished to the Administrative Agent with respect to
any period occurring prior to the first day of the fiscal year of the Parent Borrower ended December 31, 2019; provided,
further, in no event shall any prior year comparison financial be required to include information with respect to Omega and its
Subsidiaries prior to the Closing Date), all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a
report and opinion of any independent registered public accounting firm of nationally recognized standing or any other independent registered
public accounting firm approved by the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), which
report and opinion (i) shall be prepared in accordance with generally accepted auditing standards and (ii) shall not be subject
to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit
(other than a “going concern” or like qualification or exception as a result of a prospective or actual default or event
of default with respect to any financial covenant, or the impending maturity of any Indebtedness);
(b) within
forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Parent Borrower, beginning
with the fiscal quarter ending September 30, 2021, a consolidated unaudited statement of financial condition of the Parent Borrower
and its Subsidiaries as at the end of such fiscal quarter and the related (i) consolidated unaudited statements of income or operations
for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated unaudited statements of cash flows
for such fiscal quarter and for the portion of the fiscal year then ended, and beginning one full fiscal year following the Closing Date,
setting forth, in each case, in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the previous fiscal year (provided no comparison to any period prior to the Closing Date shall be required),
all in reasonable detail and certified by a Responsible Officer of the Administrative Borrower as fairly presenting in all material respects
the financial condition, results of operations and cash flows of the Parent Borrower and their Restricted Subsidiaries in accordance with
GAAP, subject only to normal year-end adjustments and the absence of footnotes;
(c) within
ninety (90) days after the end of each fiscal year of the Parent Borrower (beginning with the fiscal year ended December 31, 2019),
a reasonably detailed consolidated budget for the then-current fiscal year as customarily prepared by management of the Borrower for their
internal use (including a projected consolidated balance sheet of the Parent Borrower and its Restricted Subsidiaries as of the end of
such fiscal year and the related consolidated statements of projected cash flow and income for such fiscal year and a summary of the material
underlying assumptions applicable thereto (the “Projections”), which Projections shall in each case be accompanied
by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith on the basis of the assumptions
stated therein, which assumptions were believed by the Borrowers to be reasonable at the time such Projections were furnished to the Administrative
Agent, it being understood that such Projections are not to be viewed as facts or as a guarantee of performance or achievement of any
particular results, are subject to significant uncertainties and contingencies many of which are beyond the control of the Parent Borrower
and their Restricted Subsidiaries, and that actual results may vary from such Projections and that such variations may be material and
that no assurance can be given that the projected results will be realized; provided, that such Projections shall only be delivered
to Lenders that are not Public Lenders;
(d) simultaneously
with the delivery of each set of consolidated financial statements referred to in Section 6.01(a) and Section 6.01(b) above,
the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries
(if any and which are not required to be audited and may be in footnote form only) from such consolidated financial statements; and
(e) within
ten (10) Business Days after the Closing Date, (x) a consolidated unaudited statement of financial condition of the Company
and its Subsidiaries as at June 30, 2019 and the related (i) consolidated unaudited statements of income or operations for the
fiscal quarter ended June 30, 2019 and for the portion of the fiscal year then ended and (ii) consolidated unaudited statements
of cash flows for the fiscal quarter ended June 30, 2019 and for the portion of the fiscal year then ended and (y) a consolidated
unaudited statement of financial condition of Omega III and its Subsidiaries as at June 30, 2019 and the related (i) consolidated
unaudited statements of income or operations for the fiscal quarter ended June 30, 2019 and for the portion of the fiscal year then
ended and (ii) consolidated unaudited statements of cash flows for the fiscal quarter ended June 30, 2019 and for the portion
of the fiscal year then ended, all in reasonable detail and certified by a Responsible Officer of the Company or Omega III, as applicable,
as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Company or Omega III,
as applicable, and their respective Subsidiaries in accordance with GAAP, subject only to normal year-end adjustments and the absence
of footnotes.
Notwithstanding the foregoing,
the obligations in paragraphs (a) through (e) of this Section 6.01 may be satisfied with respect to such applicable financial
information by furnishing the Parent Borrower’s Form 10-K, 10-Q or 8-K, as applicable, filed with the SEC (or, with respect
to clause (e) only, by furnishing the Company’s or the Parent Borrower’s, as applicable, Form 10-Q or 8-K filed
with the SEC); provided that to the extent such information is in lieu of information required to be provided under Section 6.01(a),
such materials are, to the extent applicable, accompanied by a report and opinion of any independent registered public accounting firm
of nationally recognized standing or any other independent registered public accounting firm approved by the Administrative Agent (such
consent not to be unreasonably withheld, delayed or conditioned), which report and opinion shall be prepared in accordance with generally
accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification
or exception as to the scope of such audit (other than a “going concern” or like qualification or exception as a result of
a prospective or actual default or event of default with respect to any financial covenant, or the impending maturity of any Indebtedness).
Any financial statement required
to be delivered pursuant to Section 6.01(a), (b) or (e) shall not be required to include purchase accounting or recapitalization
accounting adjustments relating to the Transactions or any other acquisition to the extent it is not practicable to include any such adjustments
in such financial statement.
Section 6.02 Certificates;
Other Information.
Deliver to the Administrative
Agent for prompt further distribution to each Lender:
(a) no
later than five (5) Business Days after the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b),
a duly completed Compliance Certificate signed by a Responsible Officer of the Administrative Borrower;
(b) promptly
after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which any
Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than
amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), 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;
(c) promptly
after the furnishing thereof, copies of any amendment, written modification or waiver of the ABL Credit Agreement;
(d) together
with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) a description of each event, condition or
circumstance during the last fiscal year covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and
(ii) a list of each Subsidiary of the Borrowers that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary
as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity or status as
a Restricted Subsidiary or Unrestricted Subsidiary of any such Subsidiaries since the later of the Closing Date or the most recent list
provided); and
(e) promptly,
such additional information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective
Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative
Agent may from time to time reasonably request.
Documents required to be delivered
pursuant to Section 6.01 and Section 6.02(b) and (c) may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which the Administrative Borrower posts such documents, or provides a link thereto
on the website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the
Borrowers’ behalf on the Platform, 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 (x) upon written request by the Administrative
Agent, the Administrative Borrower shall deliver paper copies of such documents (which may be electronic copies delivered via electronic
mail) to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is
given by the Administrative Agent and (y) the Administrative Borrower shall notify (which may be by facsimile or electronic mail)
the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery
of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding anything
to the contrary in this Section 6.02, none of the Borrowers or any of the Restricted Subsidiaries will be required to disclose, permit
the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes
non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent
or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) is subject
to attorney-client or similar privilege or constitutes attorney work product.
Each Borrower hereby acknowledges
that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by
or on behalf of any Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the
Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive
Material Non-Public Information, and who may be engaged in investment and other market-related activities with respect to such Persons’
securities. Each Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials
that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked
“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof;
(x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent,
the Arranger, and the Lenders to treat such Borrower Materials as not containing any Material Non-Public Information (although it may
be sensitive and proprietary) with respect to the Borrowers or their securities for purposes of United States federal and state securities
laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set
forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall
treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform
not designated “Public Side Information.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to mark
the Borrower Materials “PUBLIC.”
Section 6.03 Notices.
Promptly after a Responsible
Officer of the Administrative Borrower has obtained actual knowledge thereof, notify the Administrative Agent (which will promptly thereafter
furnish such notice to each Lender):
(a) of
the occurrence of any Event of Default;
(b) of
the occurrence of an ERISA Event which would reasonably be expected to result in a Material Adverse Effect;
(c) of
the filing or commencement of, or any written overt threat or notice of intention of any person to file or commence, any action, suit,
litigation or proceeding, whether at law or in equity by or before any Governmental Authority against any Borrower or any Restricted
Subsidiary that would reasonably be expected to be adversely determined and, if so determined, would reasonably be expected to result
in a Material Adverse Effect; or
(d) of
any violation by any Loan Party or any of their respective Restricted Subsidiaries of, or liability of any Loan Party or any of their
respective Restricted Subsidiaries under, any Environmental Law which would reasonably be expected to have a Material Adverse Effect.
Each notice pursuant to this
Section 6.03 shall be accompanied by a written statement of a Responsible Officer of the Administrative Borrower (x) that
such notice is being delivered pursuant to Section 6.03(a), (b), (c) or (d) (as applicable) and (y) setting forth
details of the occurrence referred to therein and stating what action the Borrowers have taken and propose to take with respect thereto.
Section 6.04 Payment
of Taxes.
Pay, discharge or otherwise
satisfy, as the same shall become due and payable in the normal conduct of its business, all 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 (a) 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 (b) the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.
Section 6.05 Preservation
of Existence, Etc.
(a) Preserve,
renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization, and
(b) take
all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction),
permits, approvals, licenses and franchises material to the ordinary conduct of its business,
except, in the case of clause
(a) or (b), to the extent (i) that failure to do so would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect (except in the case of clause (a) with respect to the Parent Borrower) or (ii) pursuant to any
transaction permitted by Sections 7.04 and 7.05.
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 necessary in the operation of its business in good working order, repair and condition,
ordinary wear and tear excepted and fire, casualty or condemnation excepted.
Section 6.07 Maintenance
of Insurance.
Maintain with insurance companies
that the Borrowers believe (in the good faith judgment of management) are financially sound and reputable at the time the relevant coverage
is placed or renewed, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against
by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable
and customary for similarly situated Persons engaged in the same or similar businesses as the Borrowers and the Restricted Subsidiaries)
as are customarily carried under similar circumstances by such other Persons. Each such policy of insurance (other than business interruption
insurance (if any), director and officer insurance and worker’s compensation insurance) shall as appropriate (i) name the
Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interest may appear or (ii) in
the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf
of the Secured Parties, as loss payee thereunder.
Section 6.08 Compliance
with Laws.
Comply with the requirements
of all Laws and all orders, writs, injunctions and decrees of any Governmental Authority applicable to it or to its business or property,
except if the failure to comply therewith would not reasonably be expected to have, individually or in the aggregate, 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 and are in conformity with GAAP and which
reflect all material financial transactions and matters involving the assets and business of a Borrower or a Restricted Subsidiary, as
the case may be (it being understood and agreed that certain Foreign Subsidiaries 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).
Section 6.10 Inspection
Rights.
Permit representatives and
independent contractors of 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 (other than the records of the Board of Directors of such Loan Party
or such Restricted Subsidiary), 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 Borrowers and
at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the
Borrowers; provided that only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent
and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than one time during
any calendar year and such time shall be at the Borrowers’ expense; provided, further, that during the continuance
of an Event of Default, the Administrative Agent (or any of its respective representatives or independent contractors), on behalf of
the Lenders, may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable
advance notice. The Administrative Agent shall give the Borrowers the opportunity to participate in any discussions with the Borrowers’
independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrowers or any of
the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion
of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information,
(b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors)
is prohibited by Law, fiduciary duty or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes
attorney work product.
Section 6.11 Additional
Collateral; Additional Guarantors.
At the Borrowers’ expense,
subject to the limitations and exceptions of this Agreement, including, without limitation, the provisions of the Collateral and Guarantee
Requirement, the Intercreditor Agreements and any applicable limitation in any Collateral Document, take all action necessary or reasonably
requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) upon
(v) the formation or acquisition of any new direct or indirect wholly-owned Material Domestic Subsidiary (in each case, other than
an Excluded Subsidiary) by any Loan Party, (w) an election by the Borrower to designate a Restricted Subsidiary as a Guarantor pursuant
to the definition of Guarantor, (x) the designation in accordance with Section 6.14 of any existing direct or indirect wholly-owned
Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary), (y) any Subsidiary becoming
a wholly-owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary) or (z) any Restricted Subsidiary ceasing
to be an Excluded Subsidiary:
(i) within
60 (or such greater number of days specified below) days after such formation, acquisition or designation, or such longer period as the
Administrative Agent may agree in writing in its reasonable discretion:
(A) cause
each such Subsidiary to duly execute and deliver to the Administrative Agent, other than with respect to any Excluded Assets, a Guarantor
Joinder Agreement to this Agreement as Guarantors, completed Security Agreement Supplements, Intellectual Property Security Agreements,
a counterpart of the Intercompany Note and other security agreements and documents as reasonably requested by and in form and substance
reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement, Intellectual Property Security Agreements
and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(B) cause
each such Subsidiary (and the parent of each such Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity
Interests (to the extent certificated), intercompany notes (to the extent certificated) and instruments evidencing Indebtedness that,
in each case, 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
(C) take
and cause such Subsidiary (and the parent of such Subsidiary that is a Guarantor) to take whatever action (including the filing of UCC
financing statements and delivery of stock and membership interest certificates to the extent certificated) as may be required pursuant
to the terms of the Loan Documents or as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative
Agent (or in any representative of the Administrative Agent designated by it) valid and perfected first priority Liens (to the extent
required by the Collateral Documents) to the extent required by the Collateral and Guarantee Requirement;
(ii) if
reasonably requested by the Administrative Agent, within sixty (60) days after such request (or such longer period as the Administrative
Agent may agree in writing in its reasonable discretion), deliver to the Administrative Agent customary legal opinions, board resolutions,
good standing certificates and secretary’s or assistant secretary’s certificates consistent with those delivered on the Closing
Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change
in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent as to such matters set forth
in this Section 6.11(a) as the Administrative Agent may reasonably request;
(iii) [reserved];
and
(iv) if
reasonably requested by the Administrative Agent, within sixty (60) days after such request (or such longer period as the Administrative
Agent may agree in writing in its reasonable discretion), deliver to the Administrative Agent any other items necessary from time to time
to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property
of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but not specifically covered
by the preceding clauses (i) or (ii).
(b) [Reserved].
(c) Requiring
each Domestic Subsidiary required to be designated as a “Material Domestic Subsidiary” pursuant to the proviso in the definition
of “Material Domestic Subsidiary” to have taken all actions to comply with the provisions of Section 6.11 within the
time frame required by the definition of “Material Domestic Subsidiary”.
Section 6.12 Compliance
with Environmental Laws.
Except, in each case, to
the extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:
(a) comply, and use commercially reasonable efforts to take all reasonable actions to cause all lessees and other Persons operating
or occupying its properties to comply, with all applicable Environmental Laws and Environmental Permits; (b) obtain and renew all
Environmental Permits necessary for its operations and properties; and (c) in each case to the extent the Loan Parties are required
by applicable Environmental Laws, conduct any investigation, remedial, cleanup or other corrective action necessary to address Hazardous
Materials at any property or facility in accordance with applicable Environmental Laws.
Section 6.13 Further
Assurances.
Promptly upon reasonable
request by the Administrative Agent (i) correct any mutually identified 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 (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further
acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order
to (x) carry out more effectively the purposes of the Collateral Documents and/or (y) perfect and maintain the validity,
effectiveness and priority of any of the Collateral Documents and any of the Liens (subject to Liens permitted hereunder) intended to
be created thereunder, in each case, to the extent required pursuant to the Collateral and Guarantee Requirement.
Section 6.14 Designation
of Subsidiaries.
The Borrowers may at any
time after the Closing Date designate any Restricted Subsidiary of a Borrower (other than any Borrower (unless the Administrative Borrower
has delivered a notice terminating such Borrower’s status as a Borrower hereunder in accordance with the definition of “Borrower”))
as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before
and after such designation, no Event of Default under Section 8.01(a) or (f) (solely with respect to the Parent Borrower)
shall have occurred and be continuing and (ii) in no event shall an Unrestricted Subsidiary acquire (including pursuant to the
designation of a Restricted Subsidiary as an Unrestricted Subsidiary) Material IP from the Parent Borrower or any Restricted Subsidiary.
The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable
Borrower therein at the date of designation as set forth in the definition of Investment. The designation of any Unrestricted Subsidiary
as a Restricted Subsidiary shall constitute (a) the incurrence (at the time of designation) of any Investment, Indebtedness
or Liens of such Subsidiary existing at such time and (b) a Return on any Investment by the applicable Borrower in Unrestricted
Subsidiaries pursuant to the definition of Investment.
Section 6.15 Maintenance
of Ratings.
Use commercially reasonable
efforts to maintain (i) 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 Parent Borrower (or such other entity as reasonably
determined by the Administrative Agent) and (ii) a public rating (but not any specific rating) in respect of each Class of
Term Loans from each of S&P and Moody’s unless a given Class has waived the requirement to maintain any rating for such
Class at the time of establishment thereof pursuant to the applicable Loan Documents, or after the consent of the Required Class Lenders
of such Class.
Section 6.16 Use
of Proceeds.
(a) Use
the proceeds of any Borrowing on the Closing Date, whether directly or indirectly, in a manner consistent with the uses set forth in the
preliminary statements to this Agreement, and after the Closing Date, use the proceeds of any Borrowing (including
the Borrowing of the 2024 Incremental Term Loans on the Amendment No. 3 Effective Date) for any purpose not otherwise
prohibited under this Agreement.
(b) Post-Closing
Matters.
Cause to be delivered or performed
the documents and other agreements set forth on Schedule 6.17 within the time frames specified in such Schedule 6.17.
All conditions precedent and
representations contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the
foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided
in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing
actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all
material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions
of this Section 6.17 and (y) all representations and warranties relating to the Collateral Documents shall be required to be
true immediately after the actions required to be taken by this Section 6.17 have been taken (or were required to be taken) and the
parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required
above, shall give rise to an immediate Event of Default pursuant to this Agreement.
Section 6.17 [Reserved].
Section 6.18 Fiscal
Year.
From and after the Closing
Date, maintain its fiscal year as in effect on the Closing Date; provided, however, that the Borrowers may (x) align
the dates of such fiscal year of any Restricted Subsidiary whose fiscal year ends on a date other than that of the Parent Borrower or
(y) upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year, and, in the case of this
clause (y), the Administrative Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any
adjustments to this Agreement that are necessary to reflect such change in fiscal year.
Section 6.19 Quarterly
Lender Call. Following delivery (or, if later, required delivery) of financial statements pursuant to Section 6.01(a) or
Section 6.01(b), upon the request of the Administrative Agent, the Parent Borrower will host, at times selected by the Parent
Borrower and reasonably acceptable to the Administrative Agent, quarterly conference calls with the Administrative Agent and the Lenders
to review the financial results of operations and the financial condition of the Parent Borrower and the Restricted Subsidiaries; it
being understood and agreed that such conference calls may be a single conference call together with investors holding other securities
or debt of the Parent Borrower and/or Restricted Subsidiaries, so long as the Lenders are given an opportunity to ask questions on such
conference call.
Article VII.
NEGATIVE COVENANTS
So long as any Lender shall
have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations as to which no claim has
been asserted) hereunder, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the LC Obligations related
thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or
such Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank), then from
and after the Closing Date, the Parent Borrower shall not and the Parent Borrower shall not permit any of its Restricted Subsidiaries
to, directly or indirectly:
Section 7.01 Liens.
Create, incur, assume or suffer
to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens
created pursuant to any Loan Document securing the Secured Obligations;
(b) Liens
existing on the Closing Date; provided that any Lien securing Indebtedness in excess of (x) $2,000,000 individually or (y) $10,000,000
in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (b) that
are not listed in Schedule 7.01(b)) shall only be permitted to the extent such Lien is listed on in Schedule 7.01(b),
and any modifications, replacements, renewals, refinancings or extensions thereof, which may provide that individual financings of equipment
provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; provided, further,
that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated
into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and customary security deposits
in connection therewith and (B) proceeds and products thereof and (ii) the replacement, renewal, extension or refinancing of
the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;
(c) Liens
for taxes, assessments or governmental charges that are not overdue for a period of more than thirty (30) days (or any applicable grace
period related thereto, if longer) or that are being contested in good faith and by appropriate actions, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with GAAP or the equivalent accounting principles in the relevant
local jurisdiction;
(d) statutory
or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or
other like Liens or other customary Liens (other than in respect of Indebtedness) in favor of landlords, so long as, in each case, such
Liens secure amounts not overdue for a period of more than sixty (60) days or if more than sixty (60) days overdue, are unfiled and no
other action has been taken to enforce such Liens or are being contested in good faith and by appropriate actions;
(e) (i) pledges
or deposits in the ordinary course of business in connection with, and obligations in respect of letters of credit (other than Letters
of Credit (as defined in the ABL Credit Agreement)) or bank guarantees incurred in the ordinary course of business with respect to, workers’
compensation, health, disability or employee benefits, unemployment insurance and other social security laws or similar legislation or
regulation or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts
and premiums and adjustments thereto) and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement
or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance
carriers providing property, casualty or liability insurance to the Parent Borrower or any of the Restricted Subsidiaries;
(f) pledges
or deposits to secure, and obligations in respect of letters of credit (other than Letters of Credit (as defined in the ABL Credit Agreement))
or bank guarantees incurred in the ordinary course of business with respect to the performance of bids, trade contracts, warranties, governmental
contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance
bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the
ordinary course of business or consistent with industry practice;
(g) easements,
rights-of-way, building codes, covenants, conditions, restrictions (including zoning restrictions), encroachments, licenses, protrusions
and other similar encumbrances and minor title defects affecting Real Property and that do not in the aggregate materially interfere with
the ordinary conduct of the business of the Parent Borrower or the Restricted Subsidiaries, taken as a whole;
(h) Liens
(i) securing judgments or orders for the payment of money not constituting an Event of Default under Section 8.01(h) (ii) arising
out of judgments or awards against any Borrower or any Restricted Subsidiary with respect to which an appeal or other proceeding for review
is then being pursued and (iii) notices of lis pendens and associated rights related to litigation being contested in good
faith by appropriate proceedings for which adequate reserves have been made;
(i) leases,
licenses, subleases or sublicenses (including the provision of software or the licensing of other intellectual property rights) and terminations
thereof, in each case granted to others in the ordinary course of business (or other agreements under which the Parent Borrower or any
Restricted Subsidiary has granted rights to end users to access and use the Parent Borrower’s or any Restricted Subsidiary’s
products, technologies or services in the ordinary course of business) which (i) do not interfere in any material respect with the
business of the Parent Borrower and the Restricted Subsidiaries, taken as a whole and (ii) do not secure any Indebtedness;
(j) Liens
(i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with
the importation of goods in the ordinary course of business and (ii) on specific items of inventory or other goods and proceeds thereof
of any Person securing such Person’s 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 goods in the ordinary course of business;
(k) Liens
(i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection, (ii) attaching
to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, (iii) in favor
of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits
or other funds maintained with a financial institution (including the right of set-off) and that are customary in the banking industry
or arising pursuant to such banking institution’s general terms and conditions, (iv) in respect of Cash Management Services
permitted under Section 7.03(l) and (v) in respect of Swap Contracts; provided, that the aggregate amount of secured obligations
under Swap Contracts (other than Secured Hedge Agreements and ABL Banking Services Agreements (each as defined in the ABL Intercreditor
Agreement)) shall not at any time exceed $5,000,000;
(l) Liens
(i) on cash advances in favor of the seller of any property to be acquired in an Permitted Acquisition or other similar Investment
permitted pursuant to this Agreement, in each case to be applied against the purchase price for such Permitted Acquisition or other permitted
Investment and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in
each case, solely to the extent such Permitted Acquisition or other acquisition or Disposition, as the case may be, would have been permitted
under this Agreement on the date of the creation of such Lien;
(m) Liens
(i) in favor of the Parent Borrower or a Restricted Subsidiary on assets of a Non-Loan Party or (ii) in favor of the Parent
Borrower or any Guarantor on assets of a Restricted Subsidiary;
(n) any
interest or title (and all encumbrances and other matters affecting such 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, subleases, licenses
or sublicenses entered into by the Parent Borrower or any Restricted Subsidiary in the ordinary course of business;
(o) Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Borrower
or any Restricted Subsidiary in the ordinary course of business;
(p) Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.06 or the definition of “Permitted
Investments”;
(q) Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other
brokerage accounts maintained in the ordinary course of business and not for speculative purposes;
(r) Liens
that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks or
other deposit-taking financial institutions and not given in connection with the issuance of Indebtedness, (ii) relating to pooled
deposit or sweep accounts of the Parent Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations
incurred in the ordinary course of business of the Parent Borrower or any Restricted Subsidiary or (iii) relating to purchase orders
and other agreements entered into with customers or suppliers of the Parent Borrower or any Restricted Subsidiaries in the ordinary course
of business;
(s) Liens
solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by the Parent Borrower or any Restricted Subsidiary
in connection with any letter of intent or purchase agreement permitted hereunder;
(t) ground
leases in respect of Real Property on which facilities owned or leased by the Parent Borrower or any Restricted Subsidiary are located;
(u) Liens
to secure Indebtedness (other than Refinancing Indebtedness) permitted under Section 7.03(e); provided that (i) such
Liens are created no later than 270 days after the acquisition, construction, repair, lease or improvement of the property subject to
such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such property)
other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with
respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such
assets, replacements and products thereof and customary security deposits) other than the assets subject to, or acquired, constructed,
repaired, replaced or improved with the proceeds of such Indebtedness; provided that individual financings of equipment provided
by one lender may be cross collateralized to other financings of equipment provided by such lender;
(v) Liens
on property of any Non-Loan Party, which Liens secure Indebtedness of any Non-Loan Party permitted under Section 7.03 or other obligations
of any Non-Loan Party not constituting Indebtedness;
(w) Liens
existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted
Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14) or otherwise assumed pursuant to Section 7.03(g),
in each case after the Closing Date; provided that (i) such Lien was not entered into in anticipation of such acquisition
or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than
the proceeds or products thereof and other than after-acquired property and customary security deposits in connection therewith subjected
to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted
hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement
shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), provided
that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by
such lender and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g), (m)(ii) or (s) (and
any Refinancing Indebtedness in respect of the foregoing);
(x) (i) zoning,
building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies,
and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of
any Real Property that does not materially interfere with the ordinary conduct of the business of the Parent Borrower and the Restricted
Subsidiaries, taken as a whole;
(y) Liens
arising from precautionary Uniform Commercial Code financing statement or similar filings;
(z) Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(aa) the
modification, replacement, renewal or extension of any Lien permitted by clauses (b), (u), (v), (w), (aa), (cc), (dd), (gg), (ii) and
(jj) of this Section 7.01; provided that (i) subject, in the case of Liens permitted by Section 7.01(dd), (gg) and (jj)
(and any Liens permitted under this clause (aa) which were originally granted under Section 7.01 (dd), (gg) or (jj) respectively),
to the final proviso of this clause (aa), at the time of such modification, replacement, renewal or extension the Lien does not extend
to any additional property, other than (A) after-acquired property that is affixed or incorporated into the property covered by such
Lien and (B) proceeds and products thereof and, in the case of Liens permitted by Section 7.01(w) (and any Liens permitted
under this clause (aa) which were originally granted under Section 7.01(w)), after-acquired property of the applicable Restricted
Subsidiary to the extent the security agreements in place at the time of the acquisition of such Restricted Subsidiary required the grant
of such Lien in after-acquired property and (ii) the renewal, extension or refinancing of the obligations secured or benefited by
such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness); provided that (w) if any Lien (prior
to the modification, replacement, renewal or extension thereof) was subject to the ABL Intercreditor Agreement, such Lien (subsequent
to the modification, replacement, renewal or extension thereof) shall be subject to the ABL Intercreditor Agreement and accorded the same
(or lesser) priority as was accorded to such Lien (prior to the modification, replacement, renewal or extension thereof) , (x) if
any Lien (prior to the modification, replacement, renewal or extension thereof) was subject to the First Lien Intercreditor Agreement,
such Lien (subsequent to the modification, replacement, renewal or extension thereof) shall be subject to the First Lien Intercreditor
Agreement or the Second Lien Intercreditor Agreement and accorded the same (or lesser) priority with respect to the Collateral (without
regard to control of remedies) as was accorded to such Lien (prior to the modification, replacement, renewal or extension thereof), (y) if
any Lien (prior to the modification, replacement, renewal or extension thereof) was subject to the Second Lien Intercreditor Agreement,
such Lien (subsequent to the modification, replacement, renewal or extension thereof) shall be subject to the Second Lien Intercreditor
Agreement and accorded the same (or lesser) priority with respect to the Collateral (without regard to control of remedies) as was accorded
to such Lien (prior to the modification, replacement, renewal or extension thereof) and (z) if any Lien (prior to the modification,
replacement, renewal or extension thereof) was subject to a lien subordination and intercreditor agreement (other than an Intercreditor
Agreement), such Lien (subsequent to the modification, replacement, renewal or extension thereof) shall be subject to such lien subordination
and intercreditor agreement and accorded the same (or lesser) priority with respect to the Collateral (without regard to control of remedies)
as was accorded to such Lien (prior to the modification, replacement, renewal or extension thereof) or in each case of subclauses (w),
(x), (y) and (z) shall be subject to a substantially similar or more junior lien subordination and intercreditor agreement reasonably
satisfactory to the Administrative Borrower and the Administrative Agent so long as such Lien (subsequent to the modification, replacement,
renewal or extension thereof) is accorded the same (or lesser) priority with respect to the Collateral (without regard to control of remedies)
as was accorded to such Lien (prior to the modification, replacement, renewal or extension thereof); provided, further, that modifications,
replacements, renewals or extensions of Liens permitted by Section 7.01(dd), (gg) and (jj) (and any Liens permitted under this clause
(aa) which were originally granted under Section 7.01(dd), (gg) or (jj), respectively), in each case may be secured by after-acquired
Collateral of the applicable Loan Party to the extent the security agreements in place at the time of the initial grant of Liens under
Section 7.01(dd), (gg) or (jj), as applicable, by such Loan Party required the grant of such Lien in after-acquired Collateral;
(bb) Liens
with respect to property or assets of the Parent Borrower or any Restricted Subsidiary securing obligations in an aggregate principal
amount outstanding at any time not to exceed the greater of $130,000,000 and 50.0% of Trailing Four Quarter Consolidated EBITDA, in each
case determined as of the date of incurrence, which Liens may be subject to the First Lien Intercreditor Agreement, Second Lien Intercreditor
Agreement, ABL Intercreditor Agreement or another junior lien subordination and intercreditor agreement reasonably satisfactory to the
Administrative Borrower and the Administrative Agent, as applicable; provided that any such Lien on the Term Loan Priority Collateral
may be on a pari passu basis with, or junior to, the Liens on the Term Loan Priority Collateral securing the First Lien Obligations,
and any such Lien on the ABL Priority Collateral may be on a pari passu basis with, or junior to the Liens on the ABL Priority Collateral
securing the ABL Obligations;
(cc) [Reserved];
(dd) Liens
granted in accordance with Section 2.15(h) on the Collateral securing obligations in respect of Permitted Pari Passu Secured
Refinancing Debt or Permitted Junior Secured Refinancing Debt incurred in accordance with Section 2.15(h);
(ee) Liens
on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary
letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment
or storage of such inventory or goods;
(ff) deposits
of cash with the owner or lessor of premises leased and operated by the Parent Borrower or any Subsidiary to secure the performance of
the Parent Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises;
(gg) Liens
granted in accordance with Section 2.14(g) on the Collateral securing obligations in respect of Indebtedness permitted under
Section 7.03(p) (other than Incremental Equivalent Debt that is unsecured);
(hh) Liens
on the Securitization Assets arising in connection with a Qualified Securitization Financing;
(ii) Liens
encumbering the Equity Interests of an Unrestricted Subsidiary of the Parent Borrower or a Restricted Subsidiary;
(jj) Liens
securing obligations in respect of Indebtedness; provided that
(i) after
giving Pro Forma Effect (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving
Commitments are established after giving Pro Forma Effect to the incurrence of the entire committed amount of Indebtedness thereunder,
in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or
in part, from time to time, without further compliance with this clause (jj)) to the incurrence of such Indebtedness, (x) with respect
to any Indebtedness that is secured by any Applicable Lien described in clause (y) of the definition thereof, the First Lien Net
Leverage Ratio shall be no greater than 4.50 to 1.00 and (y) with respect to any Indebtedness that is secured by Liens on the Collateral
(other than Applicable Liens described in clause (y) of the definition thereof), the Senior Secured Net Leverage Ratio shall be
no greater than 5.75 to 1.00,
(ii) the
obligations in respect thereof shall not be subject to any Guarantee by any Restricted Subsidiary other than a Loan Party;
(iii) the
obligations in respect thereof shall not be secured by any Lien on any asset of the Parent Borrower or any Restricted Subsidiary, other
than any asset constituting Collateral;
(iv) such
obligations shall be secured only by Liens on the Collateral and such Liens shall rank on a pari passu or junior basis in respect
of the Collateral relative to the Liens securing the Obligations (and subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor
Agreement and, if applicable, the First Lien Intercreditor Agreement, or other lien subordination and intercreditor arrangement reasonably
satisfactory to the Administrative Borrower and the Administrative Agent, as applicable);
(v) to
the extent incurred by the Loan Parties, as of the date of the incurrence of such Liens, the obligations in respect thereof (x) shall
not have a final scheduled maturity date earlier than the Maturity Date of the Term B Loans and the
2024 Incremental Term Loans and (y) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted
Average Life to Maturity of the Term B Loans and the 2024 Incremental Term
Loans (prior to giving effect to any extension thereto); provided that any such obligations (I) consisting of a customary
bridge facility so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies this criteria
or (II) incurred in an aggregate amount not to exceed the then available Inside Maturity Basket may, in each case, have a final
scheduled maturity date earlier than the Maturity Date of the Term B Loans and the
2024 Incremental Term Loans and a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity
of the Term B Loans and the 2024 Incremental Term Loans; and
(vi) no
Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence; provided
that with respect to any Indebtedness which is used to finance any Permitted Acquisition or Investment, including any Limited Condition
Transaction, such condition shall be limited to no Event of Default pursuant to Section 8.01(a) or (f) (with respect to
the Parent Borrower only);
provided that no Indebtedness
in the form of syndicated term loans (other than a bridge loan incurred outside of this Agreement, the maturity date of which provides
for an automatic extension of the maturity date thereof so long as the long-term Indebtedness into which any such bridge loan is to be
converted satisfies the criteria above), that (I) is incurred prior to the one-year anniversary of the Closing Date, (II) is
pari passu in right of payment with, and secured by a Lien on the Collateral that ranks on a pari passu basis with any
Lien on the Collateral securing, the Obligations, (III) is obtained pursuant to Sections 2.14(d)(iv)(B) or 2.14(d)(iv)(C),
(IV) has a Maturity Date within one year of the Maturity Date of the Term B Loans and the
2024 Incremental Term Loans and (V) is not incurred in connection with any Permitted Acquisition or permitted Investment
may be secured pursuant to this Section 7.01(jj) unless the All-In Yield applicable to such secured Indebtedness is not 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 Term B Loans and the 2024 Incremental Term Loans plus
50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Term SOFR or Base Rate floor)
with respect to the Term B Loans and the 2024 Incremental Term Loans is
increased so as to cause the then applicable All-In Yield under this Agreement on the Term B Loans and
the 2024 Incremental Term Loans to equal the All-In Yield then applicable to such secured Indebtedness minus 50 basis points;
provided that any increase in All-In Yield to any Term B Loan and
the 2024 Incremental Term Loans due to the application or imposition of a Term SOFR or Base Rate floor on any Incremental Term
Loan shall be effected, at the Parent Borrower’s option, (i) solely through an increase in (or implementation of, as applicable)
any Term SOFR or Base Rate floor applicable to such Term B Loan and the
2024 Incremental Term Loans, (ii) through an increase in the Applicable Rate for such Term B Loan and
the 2024 Incremental Term Loans or (iii) any combination of (i) and (ii) above; provided, further,
that the Parent Borrower and Administrative Agent shall be permitted to amend this Agreement without the consent of the Lenders to give
effect to any increase in the interest rate, Term SOFR or Base Rate floor pursuant to the immediately preceding proviso;
(kk) in
the case of any non-wholly-owned Restricted Subsidiary or any joint venture, any put and call arrangements or restrictions on disposition
related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement;
(ll) Liens
securing Indebtedness permitted by Section 7.03(k); provided, that (i) any such Lien on the Term Loan Priority Collateral
shall be junior to the Liens on the Term Loan Priority Collateral securing the Obligations and any such Lien on the ABL Priority Collateral
shall be senior to the Liens on the ABL Priority Collateral securing the Obligations and (ii) such Liens are subject to the ABL
Intercreditor Agreement or other applicable Intercreditor Agreement;
(mm) subject
to compliance with Section 6.18, Liens existing on the Closing Date and set forth on Schedule 6.18;
(nn) other
Liens or imperfections on property existing on the Closing Date which are not material in amount or do not materially detract from the
value of or materially impair the existing use of the property affected by such Lien or imperfection; and
(oo) Liens
on property of any Foreign Subsidiary arising mandatorily under the Laws of the jurisdiction of organization of such Foreign Subsidiary.
The expansion of Liens by
virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness,
amortization of OID 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 categories of permitted Liens
described in Section 7.01(a) through (oo) above, 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 described in Section 7.01(a) through (oo) above, the Parent 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 at any time.
Section 7.02 [Reserved].
Section 7.03 Indebtedness,
Disqualified Equity Interests and Preferred Stock.
Create, incur, assume or
suffer to exist any Indebtedness or issue any Disqualified Equity Interest, or issue any Preferred Stock of a Restricted Subsidiary,
except:
(a) Indebtedness
under the Loan Documents;
(b) Indebtedness
outstanding on the Closing Date and listed in Schedule 7.03(b); provided that all such Indebtedness of any Loan Party owed to
any Non-Loan Party shall be subject to the Intercompany Note;
(c) Guarantees
by the Parent Borrower and any Restricted Subsidiary in respect of Indebtedness of the Parent Borrower or any Restricted Subsidiary otherwise
permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting ABL Obligations,
Second Lien Obligations, a Specified Junior Financing Obligation, Incremental Equivalent Debt or Refinancing Equivalent Debt shall
be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on substantially the terms set forth
herein, (B) if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the
Guarantee of the Obligations on terms at least as favorable (as reasonably determined by the Administrative Borrower) to the Lenders
as those contained in the subordination of such Indebtedness, (C) any Guarantee by a Loan Party of Indebtedness of a Non-Loan Party
shall either constitute a Permitted Investment or a Restricted Investment permitted by Section 7.06 and (D) any Guarantee by
a Non-Loan Party of any Permitted Ratio Debt or Indebtedness under Sections 7.03(g) (or any Refinancing Indebtedness in respect
of any of the foregoing) shall only be permitted if such Guarantee meets the requirements of the first proviso in the definition of “Permitted
Ratio Debt” or the proviso in Section 7.03(g), as the case may be;
(d) Indebtedness
of the Parent Borrower or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred
to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted
Subsidiary of a Loan Party) to the extent constituting a Permitted Investment or a Restricted Investment permitted by Section 7.06,
provided that all such Indebtedness of any Loan Party owed to any Non-Loan Party shall be subject to the Intercompany Note;
(e) (i) Indebtedness
(including Capitalized Leases) and Disqualified Equity Interests incurred or issued by the Parent Borrower or any Restricted Subsidiary
and Preferred Stock incurred or issued by any Restricted Subsidiary, to finance the purchase, lease, replacement or improvement of property
(real or personal), equipment or fixed or capital assets, in an aggregate principal amount, together with all other Indebtedness, Preferred
Stock and/or Disqualified Equity Interests incurred or issued and outstanding under this clause (e)(i) at such time, not to exceed
the greater of (x) $50,00,000 and (y) 20.0% of Trailing Four Quarter Consolidated EBITDA, in each case, determined at the time
of incurrence (and any Refinancing Indebtedness thereof); plus, in the event of any extension, replacement, refinancing, renewal
or defeasance of such Indebtedness with Refinancing Indebtedness pursuant to this clause (e)(i), Disqualified Equity Interests or Preferred
Stock, the amount of Refinancing Indebtedness incurred pursuant to this clause (e)(i) to finance (I) any tender premium or
penalty or premium required to be paid under the terms of the instrument or documents governing such Indebtedness, Disqualified Equity
Interests or Preferred Stock and any defeasance costs and (II) any fees and expenses (including OID, upfront fees or similar fees)
incurred in connection with the issuance of such new Indebtedness, Disqualified Equity Interests or Preferred Stock or the extension,
replacement, refinancing, renewal or defeasance of such Indebtedness, Disqualified Equity Interests or Preferred Stock; so long as (other
than in the case of any such Refinancing Indebtedness) such Indebtedness, Disqualified Equity Interests or Preferred Stock is incurred
or issued no later than 270 days after such purchase, lease, replacement or improvement and (ii) Attributable Indebtedness arising
out of sale-leaseback transactions permitted by Section 7.05(f) and any Refinancing Indebtedness of such Attributable Indebtedness;
(f) Indebtedness
in respect of Swap Contracts designed to hedge against the Parent Borrower’s or any Restricted Subsidiary’s exposure to interest
rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes
and Guarantees thereof;
(g) Indebtedness
or Disqualified Equity Interests of the Parent Borrower or Indebtedness, Disqualified Equity Interests or Preferred Stock of any Restricted
Subsidiary (including any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or other permitted Investment)
incurred, issued or assumed in connection with any Permitted Acquisition or other permitted Investment; provided that after giving
Pro Forma Effect to such Permitted Acquisition and the Indebtedness, Disqualified Equity Interests or Preferred Stock incurred, issued,
guaranteed or assumed pursuant to this Section 7.03(g), any of (at the Administrative Borrower’s election):
(A) the
Fixed Charge Coverage Ratio of the Parent Borrower is equal to or greater than the Fixed Charge Coverage Ratio immediately prior to such
Permitted Acquisition; or
(B) the
Parent Borrower would be permitted to incur at least $1.00 of Permitted Ratio Debt pursuant to clause (iii) of the definition of
“Permitted Ratio Debt”;
provided that the aggregate principal
amount of Indebtedness, Disqualified Equity Interests and Preferred Stock the primary obligations under which are outstanding in reliance
on this Section 7.03(g) or Section 7.03(w) (to the extent initially incurred, issued or assumed under this Section 7.03(g))
shall not exceed, together with the aggregate principal amount of any Indebtedness, Disqualified Equity Interests and Preferred Stock
of Non-Loan Parties the primary obligations under which are outstanding in reliance on Section 7.03(s), Section 7.03(w) (to
the extent initially incurred, issued or assumed under Section 7.03(s) or Section 7.03(aa)) or Section 7.03(aa),
the greater of (x) $65,000,000 and (y) 25.0% of Trailing Four Quarter Consolidated EBITDA, in each case determined at the time
of assumption, guarantee, incurrence or issuance; provided, further that any Liens securing any Indebtedness, Disqualified Equity
Interests or Preferred Stock incurred, guaranteed, issued or assumed pursuant to this Section 7.03(g) shall be permitted to
be incurred pursuant to Sections 7.01(v), 7.01(w), 7.01(bb) or 7.01(jj); provided, further, that any Indebtedness incurred
(and not, for the avoidance of doubt, assumed) by any Loan Party pursuant to this Section 7.03(g), as of the relevant closing date,
shall not have a final scheduled maturity date earlier than the Maturity Date of the Term B Loans and the
2024 Incremental Term Loans and shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average
Life to Maturity of the Term B Loans and the 2024 Incremental Term Loans
(in each case other than any such Indebtedness, Disqualified Equity Interests or Preferred Stock (I) consisting of a customary
bridge facility so long as the long-term Indebtedness into which any such customary bridge facility is to be converted satisfies such
criteria or (II) incurred in reliance upon the then available Inside Maturity Basket);
(h) Indebtedness
representing deferred compensation or similar arrangements to employees and independent contractors of the Parent Borrower or any Restricted
Subsidiary, in each case, incurred in the ordinary course of business;
(i) Indebtedness
consisting of promissory notes issued or incurred by the Parent Borrower or any Restricted Subsidiary to future, present or former employees,
directors, officers, members of management, independent contractors, advisors, service providers and consultants of the Parent Borrower
or any Restricted Subsidiary, or, in each case, to their respective Controlled Investment Affiliates or Immediate Family Members, in
each case to finance the purchase or redemption of Equity Interests or other equity-based awards of the Parent Borrower permitted by
Section 7.06(b)(iv);
(j) Indebtedness
(i) incurred by the Parent Borrower or any Restricted Subsidiary in any transaction or arrangement not prohibited hereunder constituting
indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments and obligations
in respect of transaction tax benefits and (ii) consisting of obligations of any Borrower or any Restricted Subsidiary under deferred
compensation or other similar arrangements incurred by such Person in connection with the Transactions, Permitted Acquisitions or any
other Investment permitted hereunder;
(k) Indebtedness
incurred under the ABL Credit Agreement, including guarantee obligations in respect thereof and so long as (A) any Liens securing
such Indebtedness are subject to the ABL Intercreditor Agreement and (B) the aggregate principal amount of such Indebtedness does
not exceed the aggregate principal amount permitted to be incurred under the ABL Credit Agreement (as in effect on the Closing Date and
whether or not in effect on the relevant date of determination);
(l) ABL
Banking Services Obligations (as defined in the ABL Intercreditor Agreement), other Indebtedness in respect of Cash Management Services
in the ordinary course of business and any Guarantees thereof;
(m) (i) unsecured
Indebtedness or Disqualified Equity Interests of the Parent Borrower and unsecured Indebtedness, Disqualified Equity Interests or Preferred
Stock of any Restricted Subsidiary in an aggregate principal amount up to 100% of the net cash proceeds received by the Parent Borrower
since immediately after the Closing Date from the issue or sale of Equity Interests of the Parent Borrower or cash contributed to the
capital of the Parent Borrower (in each case, other than proceeds of Disqualified Equity Interests, sales of Equity Interests to the
Parent Borrower or any Subsidiary, proceeds which have been designated as Excluded Contributions, or proceeds which have been designated
as an ABL Cure Amount) as determined in accordance with Section 7.06(a)(iii)(B) and (a)(iii)(C) to the extent such net
cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments pursuant to Section 7.06(a)(iii) or
to make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) or (3) of the definition thereof)
and (ii) Indebtedness or Disqualified Equity Interests of the Parent Borrower and Indebtedness, Disqualified Equity Interests or
Preferred Stock of any Restricted Subsidiary in an aggregate principal amount which, when aggregated with the principal amount of all
other Indebtedness, Disqualified Equity Interests and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant
to this Section 7.03(m)(ii), does not exceed the greater of (x) $130,000,000 and (y) 50.0% of Trailing Four Quarter Consolidated
EBITDA (in each case, determined on the date of such incurrence) (and any Refinancing Indebtedness thereof); plus, in the event
of any extension, replacement, refinancing, renewal or defeasance of such Indebtedness, Disqualified Equity Interests or Preferred Stock
with Refinancing Indebtedness pursuant to this clause (m)(ii), the amount of Refinancing Indebtedness incurred pursuant to this clause
(m)(ii) to finance (I) any tender premium or penalty or premium required to be paid under the terms of the instrument or documents
governing such Indebtedness, Disqualified Equity Interests or Preferred Stock and (II) any defeasance costs and any fees and expenses
(including OID, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Disqualified Equity
Interests or Preferred Stock or the extension, replacement, refinancing, renewal or defeasance of such Indebtedness, Disqualified Equity
Interests or Preferred Stock;
(n) Indebtedness
consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in
each case, incurred in the ordinary course of business or consistent with industry practice;
(o) obligations
in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees
and similar obligations provided by the Parent Borrower or any Restricted Subsidiary or obligations in respect of letters of credit,
bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with industry practice;
(p) Incremental
Equivalent Debt of the Loan Parties incurred in accordance with Section 2.14(g);
(q) to
the extent a joint venture constitutes a Restricted Subsidiary, Indebtedness incurred by or Disqualified Equity Interests or Preferred
Stock issued by such Restricted Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant
to this Section 7.03(q) and then outstanding for all such Persons taken together, does not exceed the greater of $40,000,000
and 15.0% of Trailing Four Quarter Consolidated EBITDA determined at the time of incurrence;
(r) (i) Indebtedness
supported by a Letter of Credit (as defined in and issued under the ABL Credit Agreement), in a principal amount not in excess of the
stated amount of such Letter of Credit (as defined in the ABL Credit Agreement) and (ii) letters of credit in an aggregate face
amount at any time outstanding not to exceed $5,000,000 consisting of (A) letters of credit issued in currencies not available under
the ABL Credit Agreement or (B) documentary or commercial letters of credit not issued under the ABL Credit Agreement;
(s) Permitted
Ratio Debt;
(t) Refinancing
Equivalent Debt of the Loan Parties incurred in accordance with Section 2.15(h);
(u) Indebtedness
incurred by or Disqualified Equity Interests or Preferred Stock issued by a Non-Loan Party which, when aggregated with the principal
amount of all other Indebtedness incurred or Disqualified Equity Interests or Preferred Stock issued pursuant to this clause (u) and
then outstanding, does not exceed the greater of $65,000,000 and 25.0% of Trailing Four Quarter Consolidated EBITDA (in each case determined
at the date of incurrence or issuance);
(v) Indebtedness
incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization
Undertakings and Limited Originator Recourse) to the Parent Borrower or any of the Restricted Subsidiaries; provided, that the
aggregate principal amount of Indebtedness at any time outstanding in connection therewith shall not exceed $37,500,000;
(w) the
incurrence or issuance by the Parent Borrower of Indebtedness or Disqualified Equity Interests or the incurrence or issuance by a Restricted
Subsidiary of Indebtedness, Disqualified Equity Interests or Preferred Stock which serves to refund, refinance, extend, replace, renew
or defease any Indebtedness (including any Designated Revolving Commitments) incurred or Disqualified Equity Interests or Preferred Stock
issued as permitted under Sections 7.03(b), (g), (k), (m)(i), (p), (q), (s), (t), this clause (w) and (z); provided that
any such Indebtedness, Disqualified Equity Interests or Preferred Stock constitutes Refinancing Indebtedness;
(x) Indebtedness
incurred by the Parent Borrower or any Restricted Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances,
warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation
claims, health, disability or other employee benefits 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, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance;
(y) shares
of Preferred Stock of a Restricted Subsidiary issued to the Parent Borrower or a Restricted Subsidiary (to the extent constituting a
Permitted Investment or a Restricted Investment permitted by Section 7.06); provided that any subsequent issuance or transfer
of any Equity Interests or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
other subsequent transfer of any such shares of Preferred Stock (except to the Parent Borrower or another of the Restricted Subsidiaries
or any pledge of such Equity Interests constituting a Lien permitted hereunder) shall be deemed, in each case, to be an issuance of such
shares of Preferred Stock (to the extent such Preferred Stock is then outstanding) not permitted by this clause (y);
(z) Indebtedness
in respect of the Unsecured Notes in an aggregate principal amount not to exceed $500,000,000 at any time outstanding.
(aa) Indebtedness
in an aggregate principal amount not to exceed the Available RP Capacity Amount at the time of incurrence;
provided
that the aggregate principal amount of Indebtedness, Disqualified Equity Interests and Preferred Stock the primary obligations under
which are outstanding pursuant to this Section 7.03(aa) in reliance on Section 7.06(a)(iii)(G) or Section 7.03(w) (to
the extent initially incurred, issued or assumed under this Section 7.03(aa) in reliance on Section 7.06(a)(iii)(G)) shall
not exceed, together with the aggregate principal amount of any Indebtedness, Disqualified Equity Interests and Preferred Stock of Non-Loan
Parties the primary obligations under which are outstanding in reliance on Section 7.03(g), Section 7.03(w) (to the extent
initially incurred, issued or assumed under Section 7.03(g) or 7.03(s)) or Section 7.03(s), the greater of (x) $65,000,000
and (y) 25.0% of Trailing Four Quarter Consolidated EBITDA, in each case determined at the time of assumption, guarantee, incurrence
or issuance;
(bb) to
the extent constituting Indebtedness, customer deposits and advance payments (including progress payments) received in the ordinary course
of business from customers for goods and services purchased in the ordinary course of business;
(cc) Indebtedness
incurred by the Parent Borrower or 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 on arm’s length commercial terms;
(dd) [reserved];
and
(ee) all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations
described in clauses (a) through (bb) above.
For purposes of determining
compliance with this Section 7.03, in the event that an item of Indebtedness, Disqualified Equity Interests or Preferred Stock (or
any portion thereof) at any time, whether at the time of incurrence or issuance 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 Equity Interests
or Preferred Stock described in Section 7.03(a) through (dd) above, the Parent Borrower, in its sole discretion, will classify
and may subsequently reclassify such item of Indebtedness, Disqualified Equity Interests or Preferred Stock (or any portion thereof)
in any one or more of the types of Indebtedness, Disqualified Equity Interests or Preferred Stock described in Section 7.03(a) through
(dd) and will only be required to include the amount and type of such Indebtedness, Disqualified Equity Interests or Preferred Stock
in such of the above clauses as determined by the Parent Borrower at such time; provided that (x) all Indebtedness under the Loan
Documents will be deemed to have been incurred in reliance on the exception in clause (a) above and (y) all Indebtedness under
the ABL Credit Agreement shall be deemed to have been incurred in reliance on the exception in clause (k) above. Subject to the
preceding sentence, the Parent Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types
of Indebtedness described in Section 7.03(a) through (dd).
For purposes of determining
compliance with any Dollar-denominated restriction on the incurrence of Indebtedness or issuance of Disqualified Equity Interests or
Preferred Stock, the Dollar-equivalent principal amount of Indebtedness, Disqualified Equity Interests or Preferred Stock denominated
in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred,
in the case of term debt, or first committed or first incurred (whichever yields the lower Dollar equivalent), in the case of revolving
credit debt; provided that if such Indebtedness is incurred, or Disqualified Equity Interests or Preferred Stock is issued, to extend,
replace, refund, refinance, renew or defease other Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, denominated
in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance 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 extension, replacement,
refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long
as the principal amount or liquidation preference, as applicable, of such refinancing Indebtedness, Disqualified Equity Interests or
Preferred Stock does not exceed the principal amount or liquidation preference, as applicable, of such Indebtedness, Disqualified Equity
Interests or Preferred Stock, as applicable, being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate
amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID, upfront fees
or similar fees) incurred in connection with such refinancing.
The accrual of interest or
dividends, the accretion of accreted value, the accretion or amortization of OID, and the payment of interest or dividends in the form
of additional Indebtedness, Disqualified Equity Interests or Preferred Stock, as the case may be, of the same class, accretion or amortization
of OID or liquidation preference and increases in the amount of Indebtedness, Disqualified Equity Interests or Preferred Stock outstanding
solely as a result of fluctuations in the exchange rate of currencies, will, in each case, not be deemed to be an incurrence of Indebtedness
or an issuance of Disqualified Equity Interests or Preferred Stock for purposes of this Section 7.03. The principal amount of any
Indebtedness incurred or Disqualified Equity Interests issued to refinance other Indebtedness, if incurred in a different currency from
the Indebtedness or Disqualified Equity Interests, as applicable, being refinanced, shall be calculated based on the currency exchange
rate applicable to the currencies in which such respective Indebtedness or Disqualified Equity Interests in 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 shall be the principal amount thereof that would be shown on the consolidated balance sheet of the Parent Borrower
dated such date prepared in accordance with GAAP.
Notwithstanding anything
to the contrary in this Agreement, (x) no investments made by any Loan Party in any Non-Loan Party in the form of intercompany loans
shall be evidenced by a promissory note unless such promissory note, to the extent required to be pledged thereunder, is pledged to the
Administrative Agent in accordance with the terms of the Security Agreement and (y) any investments in the form of intercompany
loans constituting indebtedness of any Loan Party owed to any Non-Loan Party shall be unsecured and subordinated to the Obligations on
terms consistent with the subordination provisions of the Intercompany Note in each case, other than indebtedness owed by, or to, a Broker-Dealer
Regulated Subsidiary.
Section 7.04 Fundamental
Changes.
Merge, dissolve, liquidate,
consolidate with or into another Person, 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:
(a) any
Restricted Subsidiary may merge, amalgamate or consolidate with (i) a Borrower (including a merger, the purpose of which is to reorganize
such Borrower into a new jurisdiction in the United States, any state thereof or the District of Columbia); provided that such
Borrower shall be the continuing or surviving Person or (ii) one or more other Restricted Subsidiaries; provided that when
any Restricted Subsidiary that is a Loan Party is merging, amalgamating or consolidating with a Restricted Subsidiary, a Loan Party shall
be the continuing or surviving Person unless the Investment made in connection with such Restricted Subsidiary that is a Loan Party merging,
amalgamating or consolidating with a Non-Loan Party shall otherwise be a Restricted Payment permitted by Section 7.06 (other than
Section 7.06(b)(xviii)) or a Permitted Investment;
(b) any
Restricted Subsidiary may liquidate or dissolve or change its legal form if the Administrative Borrower determines in good faith that
such action is in the best interests of the Borrowers and the Restricted Subsidiaries and is not materially disadvantageous to the Lenders
(it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such
Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any
Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or
to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (i) the transferee
must be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a Restricted Payment permitted by
Section 7.06 (other than Section 7.06(b)(xviii)) or a Permitted Investment;
(d) so
long as no Event of Default has occurred and is continuing or would result therefrom, the Parent Borrower may merge, dissolve, liquidate
or consolidate with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation
or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower or is a Person into which
the Parent Borrower has been liquidated or dissolved (any such Person, the “Successor Parent Borrower”), (A) the
Successor Parent Borrower shall be an entity organized or existing under the Laws of the United States, any state thereof or the District
of Columbia, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement
and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory
to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger, dissolution, liquidation or consolidation,
shall have confirmed that its Guarantee shall apply to the Successor Parent Borrower’s obligations under the Loan Documents, (D) each
Guarantor, unless it is the other party to such merger, dissolution, liquidation or consolidation, shall have reaffirmed that its obligations
under the Security Agreement and other applicable Collateral Documents shall apply to the Successor Parent Borrower's obligations under
the Loan Documents, (E) [reserved], and (F) the Administrative Borrower shall have delivered to the Administrative Agent an
officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document
comply with this Agreement and customary legal opinions consistent with those delivered on the Closing Date (conformed as appropriate)
other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion
reasonably satisfactory to the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor
Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;
(e) [reserved];
(f) so
long as no Event of Default has occurred and is continuing or would result therefrom (solely in the case of a merger, amalgamation or
consolidation involving a Loan Party), any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person in order
to effect an Investment permitted pursuant to Section 7.06 (other than Section 7.06(b)(xviii)) or a Permitted Investment; provided
that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each other Restricted Subsidiary, shall
have complied with the requirements of Section 6.11;
(g) the
Loan Parties and their Subsidiaries may consummate any Permitted Reorganization; and
(h) so
long as no Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution,
liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other
than Section 7.05(e)) may be consummated.
Notwithstanding the above,
in the case of any merger, amalgamation or consolidation where the continuing or surviving Person is a Loan Party or any liquidation
into a Loan Party, in each case, in accordance with this Section 7.04, any security interests granted to the Administrative Agent
for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and
perfected (to at least the same extent as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and
all actions required to maintain said perfected status have been or will promptly be taken, in each case, as required by Sections 6.11
and 6.13.
Section 7.05 Dispositions.
Make any Disposition, except:
(a) (x) Dispositions
of obsolete, damaged, worn out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business,
(y) Dispositions of property no longer used or useful in the conduct of the business of the Parent Borrower or any Restricted Subsidiary
and (z) Dispositions to landlords of improvements made to leased real property pursuant to customary terms of leases entered into
in the ordinary course of business;
(b) Dispositions
of (i) inventory, goods held for sale in the ordinary course of business and (ii) immaterial assets (including allowing any
registrations or any applications for registration of any intellectual property to lapse or go abandoned) in the ordinary course of business,
including but not limited to Dispositions of medical devices or other medical products pursuant to a voluntary or mandatory recall thereof
or of assets in connection with the consolidation of billing centers;
(c) Dispositions
of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;
(d) Dispositions
of property to the Parent Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party
(i) the transferee thereof must be a Loan Party, (ii) such Disposition is for cash and shall be for no less than the fair market
value of such property at the time of such Disposition (or any promissory note or other non-cash consideration received in respect thereof
must be a Restricted Payment permitted by Section 7.06 (other than Section 7.06(b)(xviii))) or a Permitted Investment or (iii) if
such transaction constitutes an Investment, such Investment must be a Restricted Payment permitted by Section 7.06 (other than Section 7.06(b)(xviii))
or a Permitted Investment;
(e) Dispositions
that otherwise constitute a Permitted Investment, are permitted by Section 7.04 (other than Section 7.04(h)) or otherwise constitute
a Restricted Payment permitted by Section 7.06 (other than Section 7.06(b)(xviii)) and Liens permitted by Section 7.01
(other than Section 7.01(l)(ii));
(f) Dispositions
of property pursuant to sale-leaseback transactions; provided that to the extent the aggregate Net Proceeds from all such Dispositions
since the Closing Date exceeds $40,000,000, such excess shall be reinvested in accordance with the definition of “Net Proceeds”
or otherwise applied to prepay Loans in accordance with Section 2.05(b)(ii)
(g) Dispositions
of cash and Cash Equivalents;
(h) (i) leases,
subleases, licenses or sublicenses (including agreements under which the Parent Borrower or any Restricted Subsidiary has granted rights
to end users to access and use the Parent Borrower’s or any Restricted Subsidiary’s products, technologies or services),
in each case in the ordinary course of business and which do not materially interfere with the business of the Parent Borrower and the
Restricted Subsidiaries, taken as a whole, and (ii) the abandonment of intellectual property rights (A) in the ordinary course
of business or which in the reasonable good faith determination of the Administrative Borrower are not material to the conduct of the
business of the Parent Borrower and the Restricted Subsidiaries taken as a whole or (B) that are no longer economically practicable
or commercially reasonable to maintain;
(i) transfers
of property subject to Casualty Events;
(j) Dispositions
of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally
binding commitment entered into at a time when no Default has occurred and is continuing), no Event of Default shall have occurred and
be continuing or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for
a purchase price in excess of $15,000,000, the Parent Borrower or any Restricted Subsidiary shall receive not less than 75% of such consideration
in the form of cash or Cash Equivalents (free and clear of all Liens at the time received (other than nonconsensual Liens permitted by
Section 7.01 and Liens permitted by Section 7.01(a), clause (iii) of Section 7.01(k), Section 7.01(m), clauses
(i) and (ii) of Section 7.01(r), Section 7.01(v), Section 7.01(bb), Section 7.01(cc), Section 7.01(dd),
Section 7.01(gg), Section 7.01(ii), Section 7.01(jj) and Section 7.01(ll) and in each case, any permitted modifications,
replacements, renewals or extensions of such Liens pursuant to Section 7.01(aa))); provided, however, that for the
purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Parent Borrower’
most recent balance sheet provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other
than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that (i) are assumed by the transferee
with respect to the applicable Disposition or (ii) are otherwise cancelled or terminated in connection with the transaction with
such transferee (other than intercompany debt owed to the Parent Borrower or any of its Restricted Subsidiaries) and, in the case of
clause (i), for which each Parent Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable
creditors in writing, (B) any securities, notes or other obligations or assets received by the Parent Borrower or the applicable
Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash
Equivalents (to the extent of the cash or Cash Equivalents received) in connection with the applicable Disposition, (C) Indebtedness
of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Disposition (other than intercompany debt
owed to the Parent Borrower or any of its Restricted Subsidiaries), to the extent that the Parent Borrower and each of its Restricted
Subsidiaries are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Disposition
and (D) aggregate non-cash consideration received by the Parent Borrower or the applicable Restricted Subsidiary having an aggregate
fair market value, taken together with all other non-cash consideration received pursuant to this clause (D) (determined as of the
closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of $90,000,000 and
35.0% of Trailing Four Quarter Consolidated EBITDA as determined at the time of such applicable Dispositions (net of any such non-cash
consideration subsequently converted into cash and Cash Equivalents);
(k) to
the extent allowable under Section 1031 of the Code (or comparable or successor provision), any exchange of like property (excluding
any boot thereon permitted by such provision) for use in any business conducted by the Parent Borrower or any of the Restricted Subsidiaries
that is not in contravention of Section 7.07;
(l) Dispositions
or discounts, without recourse of accounts receivable or notes receivable in connection with the collection or compromise thereof in
the ordinary course of business or the conversion of accounts receivable to notes receivable in the ordinary course of business;
(m) Dispositions
of ABL Priority Collateral not otherwise permitted by this Section 7.05 to the extent the net proceeds thereof are applied to repay
or cash collateralize the ABL Obligations;
(n) any
swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness
to the business of the Parent Borrower and the Subsidiaries as a whole, as determined in good faith by the Administrative Borrower;
(o) any
sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;
(p) 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
unwinding of any Swap Contract or any Cash Management Services permitted under Section 7.03(l);
(r) the
lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights;
(s) any
Disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing;
(t) Dispositions
by any Loan Party of any wholly-owned Restricted Subsidiary of the type described in clauses (d) and (e) of the definition
of Excluded Subsidiary to the extent consisting of contributions or other Dispositions of Equity Interests in other wholly-owned Restricted
Subsidiaries of the type described in clauses (d) and (e) of the definition of Excluded Subsidiary to such wholly-owned Restricted
Subsidiary;
(u) Dispositions
(i) of non-core assets acquired in connection with Permitted Acquisitions or any other acquisition or Investment permitted under
this Agreement; provided that the aggregate amount of such sales shall not exceed 25% of the fair market value of the acquired
entity or business, (ii) made to satisfy the Parent Borrower’s or any Restricted Subsidiary’s obligations under any
non-compete agreement or (ii) made to obtain the approval of any anti-trust authority;
(v) Dispositions
set forth on Schedule 7.05;
(w) any
issuance of Equity Interests in any Restricted Subsidiary to any officer, director, consultant, advisor, service provider or employee
of the Borrowers or any Restricted Subsidiary in respect of services provided to the Borrowers or a Restricted Subsidiary in the ordinary
course of business approved by the Board of Directors of the Borrower;
(x) cancellation
of Indebtedness owing to the Parent Borrower or any Restricted Subsidiary from members of management of the Parent Borrower, any of the
Parent Borrower’s direct or indirect parent companies or any of the Parent Borrower’s Restricted Subsidiaries in connection
with the repurchase or redemption of Equity Interests of any of the Parent Borrower’s direct or indirect parent companies;
(y) Dispositions
of assets not constituting Collateral;
(z) any
Borrower and any Restricted Subsidiary may (i) terminate or otherwise collapse its cost-sharing agreements with any Borrower or
any Subsidiary and settle any crossing payments in connection therewith or (ii) surrender, terminate or waive contractual rights
and settle or waive contractual or litigation claims; and
(aa) Dispositions
in an amount not to exceed the greater of $25,000,000 and 10.0% of Trailing Four Quarter Consolidated EBITDA in the aggregate in any
fiscal year;
provided that any Disposition of any property
pursuant to this Section 7.05 (except pursuant to Sections 7.05(a), (d), (e), (h), (i), (l), (p), (q), (r), (s), (v), (w), (x),
(z) and (aa) and except for (x) Dispositions from the Parent Borrower or a Guarantor to the Parent Borrower or a Guarantor
or (y) Dispositions from any wholly-owned Non-Loan Party to any other wholly-owned Non-Loan Party) shall be for no less than the
fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted
by this Section 7.05 to any Person other than the Parent Borrower or any of its Restricted Subsidiaries, such Collateral shall be
sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification
by the Administrative Borrower that such Disposition is not prohibited by this Agreement, the Administrative Agent shall be authorized
to take any actions deemed appropriate in order to effect the foregoing.
Section 7.06 Restricted
Payments.
(a) Directly
or indirectly, (w) declare or pay any dividend or make any payment or distribution on account of the Parent Borrower’s or
any of its Restricted Subsidiaries’ Equity Interests (in each case, solely in such Person’s capacity as holder of such Equity
Interests), including any dividend, payment or distribution payable in connection with any merger, amalgamation or consolidation other
than (A) dividends or distributions by the Parent Borrower payable solely in Equity Interests (other than Disqualified Equity Interests)
of the Parent Borrower or (B) dividends 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 Parent 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, (x) purchase, redeem, defease or otherwise acquire
or retire for value any Equity Interests of the Parent Borrower, including in connection with any merger, amalgamation or consolidation,
in each case held by Persons other than the Parent Borrower or a Restricted Subsidiary, (y) make any principal payment on, or redeem,
repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or
maturity, any Junior Financing, other than such Indebtedness permitted under Sections 7.03(d) and (z) make any Restricted Investment
(all such payments and other actions set forth in clauses (w) through (z) above being collectively referred to as “Restricted
Payments”), unless, at the time of and immediately after giving effect to such Restricted Payment:
(i) in
the case of any Restricted Payment described in clauses (w), (x) or (y) above utilizing amounts described in clause (iii) below,
no Event of Default shall have occurred and be continuing at the time of declaration of such Restricted Payments or would occur as a
consequence thereof;
(ii) [reserved];
(iii) such
Restricted Payment, together with the aggregate amount of all Restricted Payments (including the fair market value of any non-cash amount)
made by the Parent Borrower and the Restricted Subsidiaries after the Closing Date permitted by Section 7.06(b)(i) (to the
extent at the applicable date of declaration or notice, the dividend or other distribution or redemption payment is to be made in reliance
on this clause (iii) or Section 7.06(b)(vi)(C)) or Section 7.06(b)(vi)(C), but excluding all other Restricted Payments
permitted by Section 7.06(b) (and for the avoidance of doubt, all other Permitted Investments)), is less than the sum of (without
duplication):
(A) 50%
of Consolidated Net Income of the Parent Borrower for the period (taken as one accounting period and including the predecessor) beginning
the first day of the fiscal quarter in which the Closing Date occurs to the end of the most recently ended Test Period preceding such
Restricted Payment for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or
6.01(b), as applicable, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit (provided,
that in no event shall this clause (A) be less than zero); plus
(B) 100%
of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Parent Borrower
since the Closing Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue
Disqualified Equity Interests or Preferred Stock pursuant to Section 7.03(m)(i) or have been designated as an ABL Cure Amount)
from the issue or sale of:
(I) (a) Equity
Interests of the Parent 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:
(x) Equity
Interests to any future, present or former employees, directors, officers, members of management, independent contractors, advisors,
service providers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Borrower
or any of the Parent Borrower’s Subsidiaries after the Closing Date to the extent such amounts have been applied to Restricted
Payments made in accordance with Section 7.06(b)(iv); and
(y) Designated
Preferred Stock; and
(b) to
the extent such net proceeds or other property are actually contributed to a Parent Borrower, Equity Interests of any direct or indirect
parent company of such Parent Borrower (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such company
or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with Section 7.06(b)(iv));
or
(II) debt
securities of the Parent Borrower, that have been converted into or exchanged for Equity Interests (other than Disqualified Equity Interests)
of the Parent Borrower;
provided, that this clause (B) shall
not include the proceeds from (W) Refunding Capital Stock (as defined below) applied in accordance with Section 7.06(b)(ii),
(X) Equity Interests or convertible debt securities of the Parent Borrower sold to a Restricted Subsidiary, (Y) Disqualified
Equity Interests or debt securities that have been converted or exchanged into Disqualified Equity Interests or (Z) Excluded Contributions;
provided, further, that the making of any Restricted Investment in a Non-Loan Party pursuant to this Section 7.06(a)(iii) shall
not be subject to compliance with Section 7.06(a)(ii); plus
(C) 100%
of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital of the
Parent Borrower following the Closing Date but other than (V) to the extent designated as an ABL Cure Amount, (W) net cash
proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Equity Interests or Preferred
Stock pursuant to Section 7.03(m)(i), (X) by a Restricted Subsidiary, (Y) any Excluded Contributions and (Z) net
cash proceeds that constitute net cash proceeds from the sale of Designated Preferred Stock; plus
(D) 100%
of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of:
(1) the
sale or other disposition (other than to the Parent Borrower or any of its Restricted Subsidiaries) of, or other Returns (other than
Returns that reduce Investments pursuant to the last paragraph of the definition thereof) on Investments from, Restricted Investments
made by the Parent Borrower or any of its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from
the Parent Borrower or a Restricted Subsidiary (other than by the Parent Borrower or a Restricted Subsidiary) and repayments of loans
or advances, and releases of guarantees, which constitute Restricted Investments made by the Parent Borrower or a Restricted Subsidiary,
in each case after the Closing Date (in each case, other than Restricted Investments made by the Parent Borrower or any of its Restricted
Subsidiaries pursuant to Section 7.06(b)(x) or 7.06(b)(xvii)); or
(2) the
sale (other than to the Parent Borrower or any of its Restricted Subsidiaries) of the stock or any assets of an Unrestricted Subsidiary
(or any joint venture (other than any Restricted Subsidiary) or other minority Investment or a distribution or a dividend from an Unrestricted
Subsidiary, any joint venture (other than any Restricted Subsidiary) or other minority Investment (other than to the extent the Investment
in such Unrestricted Subsidiary was made by the Parent Borrower or a Restricted Subsidiary pursuant to Section 7.06(b)(x), 7.06(b)(xvii) or
7.06(b)(xxiii) or to the extent such Investment constituted a Permitted Investment, but including such cash or fair market value
to the extent exceeding the amount of such Permitted Investment), in each case, after the Closing Date; 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 Parent Borrower or a Restricted Subsidiary or the transfer of all or substantially all of the assets
of an Unrestricted Subsidiary to the Parent 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 was made by the Parent Borrower or a Restricted Subsidiary pursuant to Section 7.06(b)(x),
7.06(b)(xvii) or 7.06(b)(xxiii) or to the extent such Investment 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; provided, that, in the case
of this Section 7.06(a)(iii)(E), if the fair market value of any such marketable securities or other property (other than cash)
contributed or received, or such Investment, as applicable to be included in this clause (E), shall exceed $25,000,000 in any redesignation,
transaction or series or related transactions, such fair market value shall be determined by the Board of Directors of the Parent Borrower
at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary whose resolution with respect thereto will
be delivered to the Administrative Agent; plus
(F) Declined
Proceeds less (x) any Declined Proceeds the proceeds of which are required to be used to effect the repurchase, redemption or other
acquisition or retirement for value of any Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries pursuant to provisions
similar to those described in Sections 2.05(b)(i), 2.05(b)(ii) or 2.05(b)(iii) hereunder and (y) any Declined Proceeds
applied to make a payment pursuant to Section 7.06(b)(xiii); plus
(G) an
amount equal to the greater of (x) $75,000,000 and (y) 30.0% of Trailing Four Quarter Consolidated EBITDA (with the amount
of each Restricted Investment being measured at the time made and without giving effect to subsequent changes in value); minus
(H) the
aggregate amount of Indebtedness incurred in reliance on Section 7.03(aa).
(b) The
provisions of Section 7.06(a) will not prohibit:
(i) 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 this Agreement;
(ii) (a) the
redemption, repurchase, retirement or other acquisition of any Equity Interests, including any accrued and unpaid dividends thereon (“Treasury
Capital Stock”), or any Junior Financing of the Parent Borrower or any of its Restricted Subsidiaries, in exchange for, or
out of the proceeds of, the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of
the Parent Borrower to the extent contributed to the Parent Borrower (in each case, other than any Disqualified Equity Interests) (“Refunding
Capital Stock”), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially
concurrent sale or issuance (other than to a Restricted Subsidiary of the Parent Borrower or to an employee stock ownership plan or any
trust established by the Parent Borrower or any of its Restricted Subsidiaries) of Refunding Capital Stock, and (c) if, immediately
prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under Section 7.06(b)(vi)(A) or
(B), the declaration and payment of dividends on the Refunding Capital Stock in an aggregate amount per year 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 under
Section 7.06(b)(vi)(A) or (B);
(iii) the
principal payment on, defeasance, redemption, repurchase, exchange or other acquisition or retirement of (a) Junior Financing of
the Parent Borrower or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness
of the Parent Borrower or a Guarantor or Disqualified Equity Interests of the Parent Borrower or a Guarantor, (b) Disqualified Equity
Interests of the Parent Borrower or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of,
Disqualified Equity Interests or Subordinated Indebtedness of the Parent Borrower or a Guarantor, (c) Disqualified Equity Interests
of a Restricted Subsidiary that is not a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale
of, Disqualified Equity Interests of a Restricted Subsidiary that is not a Guarantor that, in each case of clauses (a) through (c),
is Refinancing Indebtedness incurred or issued, as applicable, in compliance with Section 7.03 and (d) any Junior Financing
or Disqualified Equity Interests which constitutes Acquired Indebtedness (to the extent such Acquired Indebtedness was not incurred in
contemplation of such principal payment on, defeasance, redemption, repurchase, exchange or other acquisition or retirement);
(iv) a
Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than
Disqualified Equity Interests) of the Parent Borrower or any direct or indirect parent company of the Parent Borrower held by any future,
present or former employee, director, officer, member of management, independent contractor, advisor, service provider or consultant
(or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Borrower, any of its Subsidiaries or
any of its direct or indirect parent companies upon the death, disability, retirement or termination of employment of any such Person
or pursuant to any shareholder, employee, manager or director equity plan or stock option plan or any other management or employee benefit
plan or agreement, or any equity subscription or co-investor or shareholder agreement (including, for the avoidance of doubt, to pay
any principal and interest payable on any notes issued by the Parent Borrower or any direct or indirect parent company of the Parent
Borrower in connection with any such repurchase, retirement or other acquisition) including any arrangement including Equity Interests
rolled over by management of the Parent Borrower in connection with the Transactions; provided, that the aggregate amount of Restricted
Payments made under this Section 7.06(b)(iv) does not exceed the greater of $25,000,000 and 10% of Trailing Four Quarter Consolidated
EBITDA in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum
(without giving effect to the following proviso) of the greater of $50,000,000 and 20% of Trailing Four Quarter Consolidated EBITDA in
any calendar year; provided, further, that such amount in any calendar year may be increased by an amount not to exceed:
(a) the
cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower and, to the extent
contributed to the Parent Borrower, the cash proceeds from the sale of Equity Interests of any direct or indirect parent company of the
Parent Borrower, in each case to any future, present or former employees, directors, officers, members of management, independent contractors,
advisors, service providers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the
Parent Borrower, any of its Subsidiaries or any of its direct or indirect parent companies 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 Section 7.06(a)(iii) or designated an Excluded Contribution; plus
(b) the
cash proceeds of key man life insurance policies received by the Parent Borrower or any of its Restricted Subsidiaries (or by any direct
or indirect parent company to the extent contributed to the Parent Borrower) after the Closing Date; less
(c) the
amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this Section 7.06(b)(iv);
(v) the
declaration and payment of scheduled cash dividends or scheduled cash distributions to holders of any class or series of Disqualified
Equity Interests of the Parent Borrower or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted
Subsidiary issued in accordance with Section 7.03(g) or (s), in each case to the extent such dividends are included in the
definition of “Fixed Charges”;
(vi) (A) the
declaration and payment of cash dividends or distributions to holders of any class or series of Designated Preferred Stock (other than
Disqualified Equity Interests) issued by the Parent Borrower after the Closing Date;
(B) the
declaration and payment of cash dividends or distributions to any direct or indirect parent company of the Parent Borrower, the proceeds
of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified
Equity Interests) issued by such parent company after the Closing Date; provided that the amount of dividends paid pursuant to
this Section 7.06(b)(vi)(B) shall not exceed the aggregate amount of cash actually contributed to the Parent Borrower from
the sale of such Designated Preferred Stock; or
(C) the
declaration and payment of cash dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and
payable thereon pursuant to Section 7.06(b)(ii);
provided, in the case of each
of clauses (A), (B) and (C) of this clause (b)(vi), that for the most recently ended Test Period preceding the date of issuance
of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving
effect to such issuance or declaration, (I) the Total Net Leverage Ratio (calculated on a Pro Forma Basis) for the immediately preceding
Test Period is less than or equal to 6.00 to 1.00 or (II) the Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) for
the immediately preceding Test Period is at least 2.00 to 1.00, and satisfaction of such tests shall be evidenced by a certificate from
a Financial Officer of the Administrative Borrower demonstrating such satisfaction calculated in reasonable detail;
(vii) payments
made or expected to be made by the Parent Borrower or any of its Restricted Subsidiaries in respect of withholding or similar taxes payable
by or with respect to any future, present or former employee, director, officer, member of management, independent contractor, advisor,
service provider or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Borrower
or any of its Restricted Subsidiaries and any repurchases of Equity Interests deemed to occur upon, in each case, exercise, vesting,
or settlement, as applicable, of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise
price of such options, warrants or similar rights or required withholding or similar taxes;
(viii) Restricted
Payments in an aggregate amount per annum not to exceed an amount equal to 6.00% of Market Capitalization;
(ix) Restricted
Payments that are made with Excluded Contributions;
(x) Restricted
Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (x) (in the case
of Restricted Investments, at the time outstanding) not to exceed the greater of (I) $130,000,000 and (II) 50.0% of Trailing
Four Quarter Consolidated EBITDA (in the case of Restricted Investments made pursuant to this clause (x), the amount of such Restricted
Investment being measured at the time such Restricted Investment is made and without giving effect to subsequent changes in value, but
subject to adjustment as set forth in the definition of Investment);
(xi) distributions
or payments of Securitization Fees;
(xii) any
cash payments made after the Closing Date in respect of performance-based or time-vested restricted stock units (in each case that are
existing and either vested or unvested) as of the Closing Date in an aggregate amount of up to $15,000,000;
(xiii) solely
to the extent funded with Declined Proceeds, the repurchase, redemption or other acquisition or retirement for value of any Junior Financing;
(xiv) [reserved];
(xv) Restricted
Payments made (i) in respect of working capital adjustments or purchase price adjustments pursuant to any Permitted Acquisition
or other permitted Investments, (ii) in order to satisfy indemnity and other similar obligations under any Permitted Acquisition
or other permitted Investments and (iii) Restricted Payments consisting of a Permitted Reorganization;
(xvi) cash
payments or loans, advances, dividends or distributions to any direct or indirect shareholder of the Parent Borrower to make payments
in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable
for Equity Interests of the Parent Borrower or any of its Restricted Subsidiaries or any direct or indirect parent company of the Parent
Borrower;
(xvii) in
addition to the foregoing Restricted Payments, the Parent Borrower may make additional Restricted Payments so long as immediately after
giving effect to such Restricted Payment and the application of proceeds therefrom, (x) the Total Net Leverage Ratio for the Test
Period immediately preceding such Restricted Payment is less than or equal to 5.00 to 1.00 (calculated on a Pro Forma Basis) and (y) no
Event of Default exists or would immediately result therefrom;
(xviii) to
the extent constituting Restricted Payments, the Parent Borrower and the Restricted Subsidiaries may enter into and consummate transactions
expressly permitted by any provision of Section 7.01, 7.03 (other than Section 7.03(d)), 7.04 (other than Section 7.04(a),
7.04(c)(ii) or (f)), 7.05 (other than Section 7.05(d)(ii) or (e)) or 7.08 (except transactions described in clauses (a),
(b), (f), (g), (j), (n), (q), (s), (w), (y) and (z) of such Section);
(xix) payments
and distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or
transfer of all or substantially all of the assets of the Parent Borrower and the Restricted Subsidiaries taken as a whole that complies
with the terms of this Agreement or any other transaction that complies with the terms of this Agreement;
(xx) (A) the
payment of dividends, other distributions and other amounts by the Parent Borrower to, or the making of loans to, any direct or indirect
parent of the Parent Borrower in the amount required for such parent to, if applicable, pay amounts equal to amounts required for any
direct or indirect parent of the Parent Borrower, if applicable, to pay interest and/or principal (including AHYDO “catch-up payments”)
on Indebtedness the proceeds of which have been permanently contributed to the Parent Borrower or any of its Restricted Subsidiaries
and that has been guaranteed by, or is otherwise considered Indebtedness of, the Parent Borrower or any of its Restricted Subsidiaries
incurred in accordance with Section 7.03 (other than if such guarantee or Indebtedness constitutes Junior Financing and such payment
would be in violation of the applicable intercreditor and/or subordination agreement); provided that the proceeds contributed
to the Parent Borrower or such Restricted Subsidiary shall not increase amounts available for Restricted Payments pursuant to Section 7.06(b)(iv) or
7.06(a)(iii) and shall not be designated an Excluded Contribution; provided further that (x) the aggregate
amount of such dividends, distributions or other amounts shall not exceed the amount of cash actually contributed to the Parent Borrower
for the incurrence of such Indebtedness and (y) any Restricted Payment made pursuant to this clause (xx) the proceeds of which
are used to make payments in respect of Indebtedness which payments would constitute an interest expense determined in accordance with
GAAP if such Indebtedness was Indebtedness of the Parent Borrower, shall be deemed to be an interest expense of the Parent Borrower for
all purposes of this Agreement; and (B) the payment of dividends, other distributions and other amounts by the Parent Borrower to,
or the making of loans to, any direct or indirect parent of the Parent Borrower in the amount required for such parent to, if applicable,
make any AHYDO Payment on intercompany Indebtedness among parent companies of the Parent Borrower; provided that such AHYDO Payment
shall not be made prior to the end of the first accrual period ending after the fifth anniversary of the issue date of such intercompany
Indebtedness;
(xxi) repurchases
of Equity Interests in the Parent Borrower or any Restricted Subsidiary of the Parent Borrower deemed to occur upon exercise of stock
options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;
(xxii) [reserved];
and
(xxiii) Investments
in joint ventures, other similar agreements, partnerships, minority investments or Unrestricted Subsidiaries having an aggregate fair
market value taken together with all other Investments made pursuant to this clause (xxiii) that are at the time outstanding, without
giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable
securities (until such proceeds are converted to cash or Cash Equivalents), not to exceed the greater of (a) $50,00,000 and (b) 20.0%
of Trailing Four Quarter Consolidated EBITDA at the time of such Investment (with the amount of each Investment being measured at the
time made and without giving effect to subsequent changes in value); provided that if any Investment made pursuant to this clause
(xxiii) in Equity Interests of a Person that subsequently becomes a Loan Party, such Investment shall thereafter be deemed permitted
under clause (1) of the definition of “Permitted Investment” (without giving effect to the proviso thereto) and shall
not be included as having been made pursuant to this clause (xxiii);
provided, that at the time of, and after
giving effect to, any Restricted Payment permitted under clauses (b)(v), (b)(vi), (b)(viii), (b)(x), (b)(xvii) and (b)(xx)(A), no
Event of Default shall have occurred and be continuing or would occur as a consequence thereof.
(c) For
purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Parent Borrower and
its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments or
Permitted Investments in an amount determined as set forth in the penultimate sentence of the definition of “Investments.”
Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, pursuant to this Section 7.06
or if an Investment in such amount would be permitted at such time pursuant to the definition of “Permitted Investments,”
and if such Subsidiary otherwise is permitted to be so designated pursuant to Section 6.14.
(d) For
the avoidance of doubt, this Section 7.06 shall not restrict the making of any “AHYDO catch-up payment” with respect
to, and required by the terms of, any Indebtedness of the Parent Borrower or any Restricted Subsidiary permitted to be incurred under
Section 7.03 hereof
(e) For
the avoidance of doubt, the cancellation of Indebtedness owing to the Parent Borrower or any of its Restricted Subsidiaries from any
future, present or former employees, directors, officers, independent contractors, members of management or consultants of the Parent
Borrower (or their respective Controlled Investment Affiliates or Immediate Family Members), any direct or indirect parent company of
the Parent Borrower or any of the Parent Borrower’s Restricted Subsidiaries in connection with a repurchase or redemption of Equity
Interests of the Parent Borrower or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment
for purposes of this Section 7.06 or any other provision of this Agreement.
For purposes of determining
compliance with this Section 7.06, in the event that a proposed Restricted Payment or Investment (or any portion thereof) at any
time, whether at the time of declaration or payment, purchase, redemption, defeasance or other acquisition or retirement, or at the time
of the making thereof, or subsequently at a later time, meets the criteria of more than one of the categories described in Section 7.06(b)(i) through
(xxiii) or is entitled to be made pursuant to Section 7.06(a) and/or one or more of the categories described in the definition
of Permitted Investment, the Administrative Borrower, in its sole discretion, will be entitled to classify and may subsequently reclassify
such item of (or any portion thereof) (based on circumstances existing on the date of such reclassification) among such clauses in Section 7.06(b)(i) through
(xxiii), Section 7.06(a) and/or one or more of the categories contained in the definition of Permitted Investments, and
will only be required to include the amount and type of such Restricted Payment or Investment in such of the above clauses as determined
by the Administrative Borrower at such time. The Administrative Borrower will be entitled to divide and classify a Restricted Payment
or Investment in more than one of the types described in Section 7.06(b)(i) through (xxiii), Section 7.06(a) and/or
one or more of the categories contained in the definition of Permitted Investments.
Section 7.07 Change
in Nature of Business.
Engage in any material line
of business substantially different from those lines of business conducted by the Parent Borrower and the Restricted Subsidiaries on
the Closing Date or any business or any other activities reasonably related, complementary, synergistic, similar, incidental or ancillary
thereto (including related, complementary, synergistic, similar, incidental or ancillary technologies) or reasonable extensions, developments
or expansions thereof.
Section 7.08 Transactions
with Affiliates.
Enter into any transaction
of any kind with any Affiliate of the Parent Borrower, whether or not in the ordinary course of business, involving aggregate payments
or consideration, in any transaction or series of related transactions, in excess of $8,500,000, other than:
(a) transactions
among the Parent Borrower or the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction;
(b) transactions
on terms (taken as a whole) substantially as favorable to the Parent Borrower or such Restricted Subsidiary as would be obtainable by
the Parent Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than
an Affiliate;
(c) the
Transactions and the payment of fees and expenses (including the Transaction Expenses) related to the Transactions and transactions constituting
any Permitted Reorganization;
(d) the
issuance of Equity Interests or equity-based awards to any officer, director, employee, independent contractor, advisor, service provider
or consultant of the Parent Borrower or any Subsidiary or any direct or indirect parent of the Parent Borrower, including, without limitation,
in connection with the Transactions;
(e) [reserved];
(f) Restricted
Payments permitted under Section 7.06, Permitted Investments and Permitted Acquisitions (other than by reference to this Section 7.08
or any clause in this Section 7.08);
(g) transactions
by the Parent Borrower and any Restricted Subsidiary permitted under an express provision (including any exceptions thereto) of this
Article VII (other than by reference to this Section 7.08 or any clause in this Section 7.08);
(h) (i) employment,
consulting and severance arrangements between the Parent Borrower and the Restricted Subsidiaries (or any direct or indirect parent of
the Parent Borrower) and their respective future, present or former officers, employees, independent contractors, advisor, service provider
and/or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members), in each case, in the ordinary
course of business and (ii) transactions pursuant to any shareholder, employee or director equity plan or stock option plan or any
other management or employee benefit plan or agreement, or any equity subscription, co-invest agreement or shareholder agreement;
(i) the
payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of or for the benefit of any future,
present or former directors, officers, member of management, independent contractors, employees, advisors, service providers and consultants
(or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Borrower and its Restricted Subsidiaries
(or any direct or indirect parent of the Parent Borrower), in each case, in the ordinary course of business to the extent attributable
to the ownership or operation of the Parent Borrower and its Restricted Subsidiaries;
(j) transactions
pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment
thereto or replacement thereof to the extent such an amendment or replacement is not adverse to the Lenders in any material respect as
compared to the applicable agreement, instrument or arrangement in effect on the Closing Date;
(k) [reserved];
(l) payments
by the Parent Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with the Parent Borrower to the extent attributable
to the ownership or operation of the Parent Borrower and its Subsidiaries, but only to the extent permitted by Section 7.06;
(m) the
issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower to any Permitted Holder or
to any former, current or future director, manager, officer, employee, independent contractor, advisor, service provider or consultant
(or any Immediate Family Members or Affiliates of any of the foregoing) of the Parent Borrower, any of its Subsidiaries or any direct
or indirect parent thereof;
(n) transactions
with customers, clients, joint venture partners, independent contractors, suppliers or purchasers or sellers of goods or services, in
each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Parent
Borrower or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Administrative
Borrower, or are on terms at least as favorable (as determined by the Administrative Borrower) as might reasonably have been obtained
at such time from an unaffiliated party;
(o) transactions
pursuant to that certain Letter Agreement re: Administrative Services, dated as of March 11, 2019, between HC Group Holdings I,
LLC and Option Care Enterprises, Inc., or any amendment thereto or replacement thereof to the extent such an amendment or replacement
is not adverse to the Lenders in any material respect as compared to the letter agreement in effect on the Closing Date;
(p) the
payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the
Parent Borrower or any direct or indirect parent thereof pursuant to the stockholders agreement or the registration rights agreement
entered into on or after the Closing Date in connection therewith or similar equity holder’s agreements or limited liability company
agreements;
(q) transactions
in which the Parent Borrower or any of the Restricted Subsidiaries, as the case may be, deliver to the Administrative Agent a letter
from an Independent Financial Advisor stating that such transaction is fair to the Parent Borrower or such Restricted Subsidiary from
a financial point of view or meets the requirements of clause (b) of this Section 7.08;
(r) the
licensing of trademarks, copyrights or other IP Rights in the ordinary course of business and the non-exclusive licensing (or sublicensing)
of trademarks, copyrights, or other IP Rights;
(s) the
issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any of its Subsidiaries
or any direct or indirect parent thereof or any contribution to the capital of the Parent Borrower or any of its Restricted Subsidiaries
to the extent otherwise permitted by this Agreement and to the extent such issuance or transfer would not give rise to a Change of Control;
(t) (i) investments
by the Permitted Holders in securities of the Parent Borrower or any of the Restricted Subsidiaries (and payment of reasonable out-of-pocket
expenses incurred by the Permitted Holders in connection therewith) so long as (A) the investment is being offered generally to
other non-affiliated investors on the same or more favorable terms and (B) the investment constitutes less than 10% of the proposed
or outstanding issue amount of such class of securities, and (ii) payments to the Permitted Holders in respect of securities or
loans of the Parent Borrower or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired
from Persons other than the Parent Borrower and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities
or loans
(u) subleases
of leased real property by and between the Parent Borrower or any Restricted Subsidiary and Walgreens Co. and any of its Subsidiaries;
(v) transactions
among the Parent Borrower and the Restricted Subsidiaries, undertaken in good faith (as certified by a responsible financial or accounting
officer of the Administrative Borrower in an officer’s certificate) for the purposes of improving the consolidated tax efficiency
of the Parent Borrower and its Subsidiaries and not for the purpose of circumventing any provision of this Agreement so long as (x) no
Event of Default has occurred and is continuing or would result from such transactions and (y) the Administrative Borrower provides
to the Administrative Agent evidence reasonably acceptable to the Administrative Agent that the granting, perfection, validity and priority
of the security interest of the Secured Parties in the Collateral (prior to giving effect to the transactions), taken as a whole, is
not impaired in any material respect by such transactions and all actions required to maintain said perfected status have been or will
promptly be taken;
(w) payments
to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments
by the Parent Borrower and the Restricted Subsidiaries in such joint venture) in the ordinary course of business or consistent with past
practice or industry practice (including, without limitation, any cash management activities related thereto) to the extent otherwise
constituting a Permitted Investment or Restricted Payment permitted under Section 7.06;
(x) any
Disposition of Securitization Assets or related assets, Investments permitted pursuant to clause (14) of the definition of “Permitted
Investments”, Standard Securitization Undertakings and Limited Originator Recourse, in each case in connection with any Qualified
Securitization Financing or any related transaction effected in order to consummate a financing contemplated by a Qualified Securitization
Financing;
(y) transactions
between the Parent Borrower or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Parent
Borrower or any direct or indirect parent of the Parent Borrower; provided, however, that such director abstains from voting
as a director of the Parent Borrower or such direct or indirect parent, as the case may be, on any matter involving such other Person;
(z) payments
or loans (or cancellations of loan repayment obligations) to future, present and former independent contractors, employees, advisors,
service providers or consultants of the Parent Borrower, any of its direct or indirect parent companies or any Restricted Subsidiary
that are approved by the Board of Directors of senior management of the Parent Borrower in good faith and that are otherwise permitted
by this Agreement; and
(aa) Affiliate
repurchases of the Loans or Commitments to the extent permitted by Section 10.07 and Affiliate repurchases of Secured Obligations,
Second Lien Obligations and obligations in respect of any Junior Financing, in each case, the holding of such loans or commitments and
the payments and other transactions contemplated herein in respect thereof.
Section 7.09 Burdensome
Agreements.
Enter into or permit to exist
any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of:
(a) any
Non-Loan Party to make Restricted Payments to any Loan Party, or
(b) any
Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties with respect
to the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual
Obligations which:
(i) (x) exist
on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed in Schedule 7.09 and (y) to
the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth
in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as
such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation;
(ii) are
binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual
Obligations were not entered into in anticipation of such Person becoming a Restricted Subsidiary;
(iii) comprise
restrictions pursuant to Indebtedness of a Non-Loan Party which is permitted by Section 7.03 and which does not apply to any Loan
Party;
(iv) are
customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(k), (l), (p), (q), (r)(i), (r)(ii),
(s) and (ee) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05
and relate solely to the assets or Person subject to such Disposition;
(v) are
customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments
or otherwise permitted under Section 7.06 and applicable solely to such joint venture;
(vi) are
negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the
extent any negative pledge relates to the property financed by such Indebtedness and the proceeds and products thereof;
(vii) are
customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions
relate to the property interest, rights or the assets subject thereto;
(viii) comprise
restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(a), (e) (other than
Disqualified Equity Interests or Preferred Stock), (g) (other than Disqualified Equity Interests or Preferred Stock) and (n) to
the extent that such restrictions apply only to the property or assets securing such Indebtedness;
(ix) are
customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent Borrower or any of
its Restricted Subsidiaries;
(x) are
customary provisions restricting assignment of any agreement; provided that if such agreement is not entered into in the
ordinary course of business, the granting, perfection, validity and priority of the security interests of the Secured Parties is not
impaired in any material respect by such restriction;
(xi) are
restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xii) arise
in connection with cash or other deposits permitted under Section 7.01 or the definition of Permitted Investments, and limited to
such cash or deposits;
(xiii) comprise
restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03
that are, taken as a whole, in the good faith judgment of the Administrative Borrower, no more restrictive with respect to the Parent
Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive
than the restrictions contained in this Agreement), so long as the Administrative Borrower shall have determined in good faith that such
restrictions will not affect its obligation or ability to make any payments required hereunder;
(xiv) comprise
restrictions imposed by Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing limited to Securitization
Assets, in each case to the extent permitted hereunder;
(xv) are
restrictions contained in (x) the ABL Financing Documents and documents otherwise governing Indebtedness permitted pursuant to Section 7.03(k) or
(y) any First Lien Financing Document;
(xvi) are
restrictions regarding licensing or sublicensing by Parent Borrower and its Restricted Subsidiaries of intellectual property in the ordinary
course of business; and
(xvii) are
restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder.
Section 7.10 [Reserved].
Section 7.11 Financial
Covenants.
(a) Solely for the benefit
of the Revolving Credit Lenders, on any Compliance Date (beginning with the fiscal quarter ending December 31, 2023), permit the
Total Net Leverage Ratio on such Compliance Date to be greater than 4:50 to 1:00 (or, for each of the first five Compliance Dates that
occurs on or following the consummation of a Permitted Acquisition (or any similar transaction) for which the aggregate consideration
payable by the Parent Borrower or any of its Restricted Subsidiaries is not less than $100,000,000, 5.00 to 1.00).
(b) Solely for the benefit
of the Revolving Credit Lenders, on any Compliance Date (beginning with the fiscal quarter ending December 31, 2023), permit the
Consolidated Fixed Charge Coverage Ratio on such Compliance Date to be less than 1:50 to 1:00 (clauses (a) and (b) of this
Section 7.11, the, “Financial Covenants”).
(c) The Required Revolving
Credit Lenders may amend, waive or otherwise modify this Section 7.11 or the defined terms used for purposes of 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 Revolving Credit Lenders in accordance with the provisions of Section 10.01(i).
Section 7.12 [Reserved].
Section 7.13 Modifications
of Terms of Junior Financing.
Amend, modify or change in
any manner materially adverse to the interests of the Lenders, as determined in good faith by the Borrower, any term or condition of
any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the
Threshold Amount in violation of any applicable Intercreditor Agreement or subordination agreement without the consent of the Administrative
Agent (which consent shall not be unreasonably withheld, delayed or conditioned).
Section 7.14 Additional
Restrictions for the Benefit of the Revolving Credit Lenders.
From and after the Amendment
No. 2 Effective Date, for the benefit of the Revolving Credit Lenders only, without limiting any other restriction contained in
this Agreement, the Parent Borrower agrees to the following limitations:
(a) None of the Parent
Borrower or any of its Restricted Subsidiaries shall create, incur, assume or suffer to exist any Indebtedness or issue any Disqualified
Equity Interest, or issue any Preferred Stock of a Restricted Subsidiary, except (i) Indebtedness, Disqualified Equity Interests
or Preferred Stock pursuant to Section 7.03(a) (but limited to the aggregate principal amount of Term Loans and Revolving Credit
Commitments outstanding as of the Amendment No. 2 Effective Date), (b), (c), (d), (e), (f), (h), (i), (j), (l) (but excluding
ABL Banking Services Obligations (as defined in the ABL Intercreditor Agreement)), (m)(i), (n), (o), (r) (except that the term “Letters
of Credit” shall refer to Letters of Credit under this Agreement in lieu of the ABL Credit Agreement), (t), (w) (but after
giving effect to the limitations of this Section 7.14), (x), (y), (z), (bb), (cc) and (ee), (ii) Indebtedness, Disqualified
Equity Interests or Preferred Stock (and Refinancing Indebtedness in respect thereof) pursuant to Section 7.03(m)(ii) not to
exceed at any time outstanding the greater of (x) $100,000,000 and (y) 25.0% of Trailing Four Quarter Consolidated EBITDA (which,
for the avoidance of doubt, can be used to incur Indebtedness pursuant to Section 2.14 to the extent the requirements of such Section are
otherwise satisfied and which such incurrence shall reduce the amount described in Section 7.14(b)(ii) on a dollar-for-dollar
basis) and (iii) other Indebtedness, Disqualified Equity Interests or Preferred Stock (including, for the avoidance of doubt, pursuant
to Section 2.14 to the extent the requirements of such Section are otherwise satisfied), but limited to (I) Indebtedness,
Disqualified Equity Interests or Preferred Stock secured by Liens on the Collateral on a pari passu or junior basis with the Obligations,
so long as the Senior Secured Net Leverage Ratio would have been no greater than 4.00 to 1.00, or (II) Indebtedness, Disqualified
Equity Interests or Preferred Stock that is unsecured, so long as the Parent Borrower is in Pro Forma Compliance with the Financial Covenants
(in each case, determined on the date of such incurrence).
(b) None of the Parent
Borrower or any of its Restricted Subsidiaries shall create, incur, assume or suffer to exist any Lien upon any of its property, assets
or revenues, whether now owned or hereafter acquired, except, (i) Liens pursuant to Section 7.01(a) (but limited (other
than with respect to Secured Hedge Agreements and Cash Management Obligations) to the aggregate principal amount of Term Loans and Revolving
Credit Commitments outstanding as of the Amendment No. 2 Effective Date)), (b), (c), (d), (e), (f) (except that the term “Letters
of Credit” shall refer to Letters of Credit under this Agreement in lieu of the ABL Credit Agreement), (g), (h), (i), (j), (k),
(l), (m), (n), (o), (p), (q), (r), (s), (t), (u), (v), (w) (but after giving effect to the limitations of this Section 7.14),
(x), (y), (z), (aa) (but after giving effect to the limitations of this Section 7.14), (dd), (ee), (ff), (ii), (kk), (mm), (nn)
and (oo), (ii) Liens pursuant to Section 7.01(bb) outstanding at any time not to exceed the greater of (x) $100,000,000
and (y) 25.0% of Trailing Four Quarter Consolidated EBITDA (in each case, determined on the date of such incurrence), and (iii) other
Liens securing Indebtedness, but limited to Liens with respect to any Indebtedness that is secured by Liens on the Collateral on a pari
passu or junior basis with the Obligations, so long as the Senior Secured Net Leverage Ratio shall be no greater than 4.00 to 1.00
(determined on the date of such incurrence).
(c) None of the Parent
Borrower or any of its Restricted Subsidiaries shall, directly or indirectly, make any Investments (including, for the avoidance of doubt,
any Restricted Investments), except (i) Permitted Investments pursuant to clauses (1), (2), (4), (5), (6), (7) (but excluding
ABL Banking Services Obligations (as defined in the ABL Intercreditor Agreement), (9), (10), (11) , (12), (15), (16) (17), (18), (19),
(20), (21), (22), (23), (24), (25), (27), (29), (30), (31), (33) and (34) of the definition thereof, (ii) Permitted Investments
pursuant to clause (3) of the definition thereof, so long as immediately after giving effect thereto, the Parent Borrower is in
Pro Forma Compliance with the Financial Covenants and (iii) other Investments (including pursuant to clause (32) of the definition
of Permitted Investments and Investments described in the preceding clauses (i) and (ii)) so long as the Total Net Leverage Ratio
(determined on a Pro Forma Basis) is no greater than 4.00 to 1.00.
(d) None of the Parent
Borrower or any of its Restricted Subsidiaries shall, directly or indirectly, make any Restricted Payments pursuant to clause (w), (x),
or (y) of Section 7.06(a), except (i) Restricted Payments pursuant to Section 7.06(b)(i), (b)(ii), (b)(iii), (b)(vii),
(b)(xv), (b)(xvi), (b)(xviii) (but after giving effect to the limitations of this Section 7.14), (b)(xix), (b)(xx) and
(b)(xxi), (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, the repurchase or redemption
of Equity Interests of the Parent Borrower in an aggregate amount not to exceed $100,000,000 (as increased by any carryforward) in any
fiscal year (commencing with the fiscal year ending December 31, 2024) (with unused amounts in any calendar year being carried over
to succeeding calendar years (subject to a maximum amount available for use under this basket of $150,000,000 in any fiscal year), so
long as immediately after giving effect thereto, the Parent Borrower is in Pro Forma Compliance with the Financial Covenants and (iii) other
Restricted Payments (including Restricted Payments described in the preceding clause (i) and (ii)) so long as the Total Net Leverage
Ratio (determined on a Pro Forma Basis) is no greater than 3.50 to 1.00.
Article VIII.
EVENTS OF DEFAULT AND REMEDIES
Section 8.01 Events
of Default.
Any of the following events
referred to in clauses (a) through (l) from and after the Closing Date shall constitute an event of default (an “Event
of Default”):
(a) Non-Payment.
Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or unpaid Reimbursement
Obligation of any drawn Letter of Credit or (ii) 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
(b) Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a), 6.05(a) (solely
with respect to the Parent Borrower) or Article VII; provided that, with respect to any such Event of Default resulting from
a failure to promptly provide notice of an Event of Default to the Administrative Agent pursuant to Section 6.03(a), subject to
the last proviso of this Section 8.01, the subsequent provision of such notice by the Parent Borrower or any Restricted Subsidiary
to the Administrative Agent shall cure the Event of Default resulting from such failure to timely deliver such notice; provided, further,
that any Loan Party’s failure to comply with any Financial Covenant or Section 7.14 shall only constitute an Event of
Default with respect to any Term Loans or Term Commitments after the Required Revolving Credit Lenders shall have actually terminated
their Revolving Credit Commitments and declared all amounts outstanding thereunder to be due and payable pursuant to Section 8.02
and before (x) such declaration has been rescinded by the Required Revolving Credit Lenders and (y) the Term Lenders have declared
an Event of Default; or
(c) Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or
(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days
after receipt by the Borrowers of written notice thereof from the Administrative Agent; or
(d) Representations
and Warranties. Any representation, warranty or certification 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 incorrect in any material respect when made
or deemed made, and, other than with respect to any incorrect Specified Representation (which shall not be subject to cure or a grace
period), such incorrect representation or warranty (if curable as determined by the Borrowers in good faith) shall remain incorrect for
a period of 30 days after notice thereof from the Administrative Agent to the Borrowers; or
(e) Cross-Default.
Except with respect to the ABL Revolving Loans and other ABL Obligations, which shall be subject solely to clause (g) below, any
Borrower or any Restricted Subsidiary (A) fails to make any principal or interest 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 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 Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts and
not as a result of any other default thereunder by the Borrowers or any of its Restricted Subsidiaries), 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 and beyond the applicable grace period, if any,
such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem all of such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall
not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness, if such sale or transfer is permitted hereunder, (ii) any Indebtedness if (x) the sole remedy of the holder
thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of obligations related thereto or
(y) the sole option is to elect, in each case, to convert such Indebtedness into Qualified Equity Interests and cash in lieu of
fractional shares and (iii) in the case of Indebtedness which the holder thereof may elect to convert into Qualified Equity Interests,
such Indebtedness from and after the date, if any, on which such conversion has been effected; provided, further, that
any such failure described under clause (A) or (B) 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; or
(f) Insolvency
Proceedings, Etc. Other than with respect to dissolutions or liquidations permitted hereunder, the Parent Borrower, any Restricted
Subsidiary that is 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) consecutive days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or substantially
all of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) consecutive
days, or an order for relief is entered in any such proceeding; or
(g) ABL
Revolving Loans and other ABL Obligations. With respect to the ABL Revolving Loans and other ABL Obligations, (i) (x) an
Event of Default under and as defined in the ABL Credit Agreement has occurred and is continuing under clauses (a) or (f) of
Section 8.01 of the ABL Credit Agreement or (y) an Event of Default (other than the type described in the foregoing clause
(i)(x) or following clause (ii)) under and as defined in the ABL Credit Agreement has occurred and remains unremedied or unwaived
for 60 consecutive days after the occurrence thereof or with respect to which any ABL Secured Party is exercising remedies (including
acceleration of obligations or termination of commitments) or (ii) an Event of Default under and as defined in the ABL Credit Agreement
due to a breach of the ABL Financial Covenant has occurred and is continuing, but only from and after the earlier of (x) the exercise
of any remedies by any ABL Secured Party or (y) acceleration of the obligations or termination of the commitments under the ABL
Credit Agreement;
(h) Judgments.
There is entered against any Borrower or any Restricted Subsidiary that is a Material Subsidiary a final judgment or order for the payment
of money in an aggregate amount exceeding the Threshold Amount (to the extent not paid or covered by independent third-party insurance
or indemnity as to which the insurer or indemnitor has been notified of such judgment or order and 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
(i) Invalidity
of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05)
or as a result of acts or omissions by the Administrative Agent or any Lender which does not arise from a breach by a Loan Party of its
obligations under the Loan Documents or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any
Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or the validity or priority of a
Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party denies in writing that it has
any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination
of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; provided that none of the foregoing
shall apply to any Guarantor which is not a Material Subsidiary; or
(j) Change
of Control. There occurs any Change of Control; or
(k) Collateral
Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11 or 6.13 shall for any reason (other
than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create
a valid and perfected Lien, with the priority required by the Collateral Documents on and security interest in any material portion of
the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, (x) except to the extent that
any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or results from the failure of the
Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral
Documents (or other pledged collateral actually delivered to it under the Collateral Documents) or to file Uniform Commercial Code continuation
statements and (y) 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
(l) ERISA.
(i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of a Loan Party or an ERISA
Affiliate in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect, or (ii) a 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 its withdrawal liability under Section 4201 of ERISA under any Multiemployer Plan which has resulted or could reasonably be expected
to result in liability of a Loan Party or an ERISA Affiliate in an aggregate amount which would reasonably be expected to result in a
Material Adverse Effect;
provided, that any
Event of Default under the Loan Documents, other than any Event of Default pursuant to a failure to observe any Financial Covenant and
any Event of Default which cannot be waived without the written consent of each Lender directly and adversely affected thereby, shall
be deemed not to be “continuing” (and shall be deemed to be “cured”) if the events, acts or conditions that gave
rise to such event of default have been have remedied or cured (including by payment, notice, taking any action or omitting to take any
action) or have ceased to exist and the Borrowers are otherwise in compliance with the Loan Documents; provided, that the foregoing
shall not be applicable with respect to any default or Event of Default if the Borrowers knowingly and willfully fails to give timely
notice to the Administrative Agent and the Lenders of such default or Event of Default required to be given under the Loan Documents.
Section 8.02 Remedies
Upon Event of Default.
If any Event of Default occurs
and is continuing, the Administrative Agent may, with the consent of, and shall, at the request of, the Required Lenders, take any or
all of the following actions:
(i) declare
the Commitment of each Lender to make Loans and any obligation of the Issuing Banks to make LC Credit Extensions to be terminated, whereupon
such Commitments and obligation shall be terminated;
(ii) declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by the Borrowers;
(iii) require
that the Borrowers Cash Collateralize the LC Obligations (in an amount equal to the then Outstanding Amount thereof); and
(iv) exercise
on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents, any document evidencing
Indebtedness in respect of which the Facilities have been designated as “designated senior debt” (or any comparable term)
or applicable Law;
provided that upon the occurrence of an
Event of Default as a result of an actual or deemed entry of an order for relief with respect to the Borrowers under any Debtor Relief
Laws, the obligation of each Lender to make Loans and any obligation of the Issuing Banks to make LC Credit Extensions shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become
due and payable and the obligation of the Borrowers to Cash Collateralize the LC Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any Lender.
Notwithstanding anything
to the contrary, if the only Events of Default then having occurred and continuing are pursuant to a failure to observe any Financial
Covenant or Section 7.14, the Administrative Agent shall only take the actions set forth in this Section 8.02 at the request
of the Required Revolving Credit Lenders (as opposed to Required Lenders) or, for the purposes of clause (iii) above, Lenders holding
a majority of the Revolving Credit Commitments and only with respect to the Revolving Credit Loans, Revolving Credit Commitments, LC
Obligations, any Letters of Credit and LC Credit Extension.
Section 8.03 Application
of Funds.
Except as may be otherwise
provided in any applicable Incremental Amendment with respect to Obligations under the applicable Incremental Loans in accordance with
the provisions of Section 2.14 or in any applicable Refinancing Amendment with respect to Obligations under the applicable Refinancing
Loans in accordance with the provisions of Section 2.15 (in each case, which shall not be more favorable to the holders of such
Loans than the allocation described below), after the exercise of remedies provided for in Section 8.02 (or after the Loans have
automatically become immediately due and payable and the LC Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall be applied by the Administrative
Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law):
First, to
payment of that portion of the Secured 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 in its capacity as such);
Second,
to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably
among them in proportion to the amounts described in this clause Second payable to them;
Third, to
payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and LC Borrowings, and any fees,
premiums and scheduled periodic payments due under Cash Management Agreements or Secured Hedge Agreements, ratably among the Secured
Parties in proportion to the respective amounts described in this clause Third payable to them;
Fourth,
to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and LC Borrowings (including to Cash
Collateralize that portion of LC Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination
or other payments under Cash Management Agreements or Secured Hedge 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 Secured Obligations 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 Secured Obligations owing to the Administrative Agent and the other
Secured Parties on such date; and
Last, the
balance, if any, after all of the Secured Obligations have been paid in full, to the Borrowers or as otherwise required by Law.
Notwithstanding the foregoing,
no amount received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.
Subject to Section 2.03,
amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied
to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters
of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order
set forth above and, if no Obligations remain outstanding, will be paid to the Borrowers.
Article IX.
ADMINISTRATIVE AGENT AND OTHER AGENTS
Section 9.01 Appointment
and Authority.
(a) Each
of the Lenders and Issuing Banks hereby irrevocably appoints Bank of America, N.A 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 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 this Section 9.01, Section 9.06 (solely with respect
to the removal and consent rights of the Borrowers set forth therein), Section 9.09, Section 9.10 and Section 9.11) are
solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and no Loan Party shall have rights as a third
party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any
other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter
of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
(b) The
Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including
in its capacities as a potential Hedge Bank) and Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to
act as the agent of such Lender and Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted
by any of the Loan Parties to secure any of the 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 (including the second paragraph
of Section 10.05), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the
Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby
expressly authorize the Administrative Agent to (i) execute any and all documents (including releases) with respect to the Collateral
(including any Intercreditor Agreement and any amendment, supplement, modification or joinder with respect thereto) and the rights of
the Secured Parties with respect thereto, 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 (ii) negotiate, enforce or settle
any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation,
enforcement or settlement will be binding upon each Lender.
Section 9.02 Rights
as a Lender.
The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as
if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
Section 9.03 Exculpatory
Provisions.
The Administrative Agent
shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing, the Administrative Agent:
(a) shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b) shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents);
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,
may (i) expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law or (ii) 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;
(c) shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained by the
Person serving as the Administrative Agent or any of its Affiliates in any capacity;
(d) shall
not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct
as determined by a court of competent jurisdiction in a final and non-appealable judgment. The Administrative Agent shall be deemed not
to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrowers,
a Lender or an Issuing Bank; and
(e) shall
not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements
or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection
or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral,
or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.
It is understood and agreed
by each Secured Party that the Administrative Agent shall have no liability for any determinations made by it under Section 8.03,
in each case except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent (as determined
by a court of competent jurisdiction in a final and non-appealable decision). Each Secured Party also agrees that the Administrative
Agent may (but shall not be required to), at any time and in its sole discretion, and with no liability resulting therefrom, petition
a court of competent jurisdiction regarding any application of Collateral in accordance with the requirements hereof, and the Administrative
Agent shall be entitled to wait for, and may conclusively rely on, any such determination.
Section 9.04 Reliance
by Administrative Agent.
The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance,
extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing
Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Bank unless the Administrative
Agent shall have received notice to the contrary from such Lender or the Issuing Bank prior to the making of such Loan or the issuance,
extension, renewal or increase of such Letter of Credit. The Administrative Agent may consult with legal counsel, 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 9.05 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 Document by or through any
one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all
of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX
shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative
Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that
a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence
or willful misconduct in the selection of such sub-agents.
Section 9.06 Resignation
of Administrative Agent.
The Administrative Agent
may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrowers upon thirty (30) days’ written
notice to the Borrowers and the Lenders. If the Administrative Agent or a Controlling Affiliate of the Administrative Agent is subject
to an Agent-Related Distress Event, the Parent Borrower may remove the Administrative Agent from such role upon ten (10) days’
written notice to the Lenders. Upon receipt of any such notice of resignation or removal by the Parent Borrower, the Required Lenders
shall have the right, with the consent of the Administrative Borrower at all times other than upon the occurrence and during the continuation
of an Event of Default under Sections 8.01(a) or, solely with respect to the Parent Borrower, 8.01(f), to appoint a successor, which
shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such
successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation or removal, then the retiring Administrative Agent may on behalf of the Lenders
and the Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above (including consent of the
Administrative Borrower); provided that if the Administrative Agent shall notify the Administrative Borrower and the Lenders that
no qualifying Person has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance
with such notice. The resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders
or the Issuing Banks under any of the Loan Documents, the resigning or removed Administrative Agent shall continue to hold such collateral
security (including any collateral security subsequently delivered to the Administrative Agent) until such time as a successor Administrative
Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative
Agent hereunder and delivery of collateral security in the possession of the resigning or removed Administrative Agent to such successor
Administrative Agent (to the extent that possession thereof perfect a Lien thereon under the UCC of any jurisdiction), such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning (or resigned) or removed Administrative
Agent, and the resigning 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 9.06). The fees payable by the Borrowers
to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers
and such successor. After the resigning Administrative Agent’s resignation or the removed Administrative Agent’s removal
hereunder and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05 shall continue in effect
for the benefit of such resigning or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while the resigning or removed Administrative Agent was acting as Administrative
Agent.
Any resignation by, or removal
of, Bank of America, N.A. as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation or removal
as Issuing Bank and Swing Line Lender, in which case such resigning or removed Issuing Bank and Swing Line Lender (x) shall not
be required to issue any further Letters of Credit or extend any further Swing Line Loans hereunder and (y) shall maintain all of
its rights as Issuing Bank or Swing Line Lender with respect to any Letters of Credit issued by it or Swing Line Loans extended by it,
as applicable, prior to the date of such resignation or removal so long as such Letters of Credit, LC Obligations or Swing Line Loans
remain outstanding and not otherwise Cash Collateralized in accordance with the terms herein. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring Issuing Bank and Swing Line Lender, (ii) the resigning or removed Issuing Bank and Swing Line
Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the
successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements satisfactory to the resigning or removed Issuing Bank to effectively assume the obligations of
the resigning or removed Issuing Bank with respect to such Letters of Credit.
Section 9.07 Non-Reliance
on Administrative Agent and Other Lenders.
Each Lender and Issuing Bank
acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related
Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document
or any related agreement or any document furnished hereunder or thereunder.
Section 9.08 No
Other Duties, Etc.
Anything herein to the contrary
notwithstanding, none of the Administrative Agent, Bookrunner, Arranger, Syndication Agent or Documentation Agent listed on the cover
page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in
its capacity, as applicable, as the Administrative Agent or a Lender or Issuing Bank hereunder.
Section 9.09 Administrative
Agent May File Proofs of Claim; Credit Bidding..
In case of the pendency of
any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective
of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether the Administrative Agent shall have made any demand on the Parent Borrower) shall be entitled and empowered,
by intervention in such proceeding or otherwise
(a) to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC 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, Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders, the Issuing Bank and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders, the Issuing Bank and the Administrative Agent under Sections 2.03, 2.09, 10.04 and 10.05) allowed
in such judicial proceeding; and
(b) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank
to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly
to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections
2.09, 10.04 and 10.05.
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 to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank or in any such proceeding.
The Secured Parties hereby
irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations
(including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu
of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion
of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including
under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which
a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with
the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable
Laws. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall
be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests
in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated
portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity
Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any
such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt
documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent
with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed,
directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect
to the limitations on actions by the Required Lenders contained in clauses (a) through (j) of Section 11.01 of this Agreement,
(iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by
the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or
debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without
the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are
assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better,
because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle
or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments
issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically
be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.
Section 9.10 Collateral
and Guaranty Matters.
Each Lender hereby agrees,
and each holder of any Note by its acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action
taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the
Required Lenders 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 Lenders. The Administrative Agent is hereby authorized on behalf of all of the Lenders, without
the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence and continuance of an Event
of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect and maintain
perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Without limiting the provisions
of Section 9.09, each of the Lenders (including in its capacities as a potential Hedge Bank) and Issuing Banks irrevocably authorize
the Administrative Agent, at its option, and in its sole discretion (other than releases described in clauses (b) and (d) below
which shall not be optional or discretionary):
(a) to
enter into and sign for and on behalf of the Lenders, as Secured Parties, the Collateral Documents (including any subordination or intercreditor
agreements with respect to Indebtedness and Liens permitted under this Agreement to the extent the Administrative Agent is otherwise
contemplated herein as being a party to such intercreditor or subordination agreement) for the benefit of the Lenders and the other Secured
Parties;
(b) to
automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination
of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) the
expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back- stopped by a letter
of credit in form and substance reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank or a deemed reissuance
under another facility as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank shall
have been made)), (ii) at the time the property subject to such Lien is Disposed or to be Disposed (to a Person that is not a Loan
Party) as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01,
if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject
to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (d) below
or Section 11.09 or (v) if the property subject to such Lien constitutes Excluded Assets;
(c) to
release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder
of any Lien on such property that is permitted by Section 7.01(u) to the extent required by the holder of, or pursuant to the
terms of any agreement governing, the obligations secured by such Liens; and
(d) to
release any Guarantor from its obligations under this Agreement (including the Guaranty) if such Guarantor becomes a Released Guarantor
in accordance with Section 11.09.
Upon request by the Administrative
Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate
its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to
this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably
authorizes the Administrative Agent to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents
as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest
granted under the Collateral Documents or to subordinate its interest in such item, 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 and this Section 9.10.
The Administrative Agent
shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value
or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate
prepared by the Borrowers or any of its Restricted Subsidiaries in connection therewith, nor shall the Administrative Agent be responsible
or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Section 9.11 Secured
Hedge Agreements.
Except as otherwise expressly
set forth herein or in any Guaranty or any Collateral Document, no 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 Article IX 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, Secured Obligations arising under Cash Management Agreements or Secured Hedge Agreements unless the Administrative Agent has received
written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from
the applicable Hedge Bank.
The Lenders and the Hedge
Banks hereby authorize the Administrative Agent to enter into any Intercreditor Agreement or other intercreditor agreement or arrangement
(including any subordination agreement or arrangement) permitted under this Agreement, and any amendment, modification, supplement or
joinder with respect thereto, and the Lenders and the Hedge Banks acknowledge that any such intercreditor agreement is binding upon the
Lenders and Hedge Banks.
Section 9.12 Withholding
Tax Indemnity.
To the extent required by
any applicable Laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding
Tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that the Administrative
Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation,
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), such Lender shall, within
10 days after written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent
has not already been reimbursed by the Loan Parties pursuant to Section 3.01 and without limiting or expanding the obligation of
the Loan Parties to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together
with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was 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 9.12. The agreements in this Section 9.12 shall survive the resignation
and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction
or discharge of all other Obligations. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 9.12,
include any Issuing Bank and any Swing Line Lender.
Section 9.13 Indemnification
by the Lenders.
The Lenders agree to indemnify
each Agent (or any Affiliate thereof) (to the extent not reimbursed by the Borrowers or any other Loan Party and without limiting the
obligation of the Borrowers to do so), ratably according to their respective Pro Rata Shares in effect on the date on which indemnification
is sought under this Section 9.13 from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of
the Term Loans) be imposed on, incurred by or asserted against any Agent (or any Affiliate thereof) in any way relating to or arising
out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or thereby or any action taken or omitted
by any Agent (or any Affiliate thereof) under or in connection with any of the foregoing; IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN
WHOLE OR IN PART, OUT OF COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE, provided that no Lender shall be liable for
the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements to the extent arising from (a) such Agent’s gross negligence or willful misconduct or (b) claims made or
legal proceedings commenced against such Agent by any security holder or creditor thereof arising out of and based upon rights afforded
any such security holder or creditor solely in its capacity as such. The agreements in this Section 9.13 shall survive the payment
of the Loans and all other amounts payable hereunder.
Section 9.14 Certain
ERISA Matters.
(a) Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, that at least one of the following
is and will be true:
(i) such Lender is not using “plan
assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans
in connection with the Loans, the Letters of Credit or the Commitments,
(ii) the transaction exemption set
forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional
asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class
exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions
involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers),
is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments and this Agreement,
(iii) (A) such Lender is an
investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such
Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer
and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections
(b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection
(a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv) such other representation,
warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
(b) In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and/or the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit
of the Borrowers or any other Loan Party, that:
(i) none of the Administrative Agent
and/or the Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related
hereto or thereto),
(ii) the Person making the investment
decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans,
the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank,
an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets
of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),
(iii) the Person making the investment
decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans,
the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and
with regard to particular transactions and investment strategies (including in respect of the Obligations),
(iv) the Person making the investment
decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans,
the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans,
the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions
hereunder, and
(v) no fee or other compensation
is being paid directly to the Administrative Agent and/or the Arranger or any of their respective Affiliates for investment advice (as
opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.
(c) The
Administrative Agent and/or the Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment
advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has
a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest
or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain
if it extended the Loans, the Letters of Credit, or the Commitments for an amount less than the amount being paid for an interest in
the Loans, the Letters of Credit, or the Commitments by such Lender or (iii) may receive fees or other payments in connection with
the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees,
facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization
fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees,
term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.
Section 9.15 Erroneous
Payments.
Without limitation of any
other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender (the “Credit
Party”), whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable
Amount, then in any such event, each Credit Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent
forthwith on demand the Rescindable Amount received by such Credit Party in immediately available funds in the currency so received,
with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation. Each Credit Party irrevocably waives any and all defenses, including any
“discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party
in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent
shall inform each Credit Party promptly upon determining that any payment made to such Credit Party comprised, in whole or in part, a
Rescindable Amount.
Article X.
MISCELLANEOUS
Section 10.01 Amendments,
Etc.
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 any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (other than with respect to any amendment
or waiver (x) contemplated in clauses (a), (b), (c), (g) and (j) which shall only require the consent of each Lender directly
and adversely affected thereby, (y) contemplated in clauses (h) or (i) below (in the case of clause (h), to the extent
permitted by Section 2.14), which shall only require the consent of the Required Revolving Credit Lenders or the Required Class Lenders
under the applicable Class, as applicable and (z) contemplated by clauses (d), (e), (f) (which shall require the consent of
Lenders expressly set forth therein)) (or by the Administrative Agent with the consent of the Required Lenders) and the Borrowers, the
applicable Loan Party, as the case may be, 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 (or amendment
to the terms of) any condition precedent set forth in Section 4.02, the waiver of any obligation of the Borrowers to pay interest
at the Default Rate or the waiver of any Default, Event of Default, mandatory prepayment of the Loans or mandatory reduction of any Commitments
shall not constitute such an extension or increase of any Commitment of any Lender);
(b) except
as otherwise expressly provided for hereunder, including without limitation pursuant to a Refinancing Amendment or an Extension Amendment,
postpone any date scheduled for any payment of principal (including at final maturity), interest or fees under Section 2.07, 2.08
(other than pursuant to Section 2.08(b)) or 2.09, without the written consent of each Lender directly and adversely affected thereby,
it being understood that the waiver of (or amendment to the terms of) any obligation of the Borrowers to pay interest at the Default
Rate, any Default or Event of Default, any condition precedent, mandatory prepayment of the Loans or mandatory reduction of Commitments
shall not constitute such a postponement of any date scheduled for the payment of principal or interest and it further being understood
that any change to the definition of “First Lien Net Leverage Ratio,” or any other ratio used as a basis to calculate the
amount of any principal or interest payment or in the component definitions thereof shall not constitute a postponement of such scheduled
payment;
(c) reduce
or forgive the principal of, or the rate of interest specified herein on, any Loan or LC Borrowing, or (subject to clause (iii) of
the second proviso to this Section 10.01) any fees payable hereunder or under any other Loan Document (or extend the timing of payments
of such fees) without the written consent of each Lender directly and adversely affected thereby, it being understood that any change
to the definition of “First Lien Net Leverage Ratio” or any other ratio used as a basis to calculate the amount of any principal
or interest payment or fee or other amount or in the component definitions thereof shall not constitute a reduction in any rate of interest;
provided that, for the avoidance of doubt, only the consent of (A) the Required Lenders shall be necessary to amend the definition
of “Default Rate”, (B) the Required Lenders or, with respect to any Default Rate payable in respect of the Revolving
Credit Commitments, the Required Revolving Credit Lenders, shall be necessary to waive any obligation of the Borrowers to pay interest
at the Default Rate and (C) the Swing Line Lender shall be necessary to waive any obligation of the Borrowers to pay interest at
the Default Rate payable in respect of the Swing Line Loans;
(d) change
any provision of this Section 10.01, Section 8.03 (subject to the proviso in clause (j) below) or the definition of “Required
Revolving Credit Lenders,” “Required Lenders,” “Required Class Lenders,” or any other provision specifying
the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents to reduce the percentage
set forth therein, without the written consent of each Lender directly and adversely affected thereby (it being understood that (x) with
the consent of the Required Lenders or Required Revolving Credit Lenders, as applicable, (if such consent is otherwise required) or the
Administrative Agent (if the consent of the Required Lenders or Required Revolving Credit Lenders is not otherwise required), additional
extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Required Revolving Credit
Lenders, as applicable, on substantially the same basis as the Term Commitments or Revolving Credit Commitments, as applicable and (y) each
Lender shall be directly and adversely affected by a change to the “Required Lenders” definitions);
(e) other
than in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the
Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(f) other
than in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the
aggregate value of the Guarantees, without the written consent of each Lender;
(g) contractually
subordinate the Liens on all or substantially all of the Collateral securing the First Lien Obligations to any other indebtedness (except
in the case of (x) any indebtedness that is permitted by this Agreement as in effect on the Closing Date to rank senior to the First
Lien Obligations, (y) any “debtor in-possession” facility (or similar facility under applicable law) or (z) any
other indebtedness (including to the extent exchanged for, or utilized to refinance, Term B Loans) so long as each affected Lender was
offered the opportunity to participate in such indebtedness on a ratable basis), without the written consent of each Lender;
(h) amend,
waive or otherwise modify any term or provision (including the availability and conditions to funding under Section 2.14 with respect
to Incremental Term Commitments and Incremental Revolving Credit Commitments which directly affects Lenders of one or more Incremental
Term Commitments and Incremental Revolving Credit Commitments (solely to the extent prior to (x) the funding of any such Incremental
Term Commitments or (y) the effectiveness of any Incremental Revolving Credit Commitments) and does not directly affect Lenders
under any other Class, in each case, without the written consent of the Required Class Lenders under such applicable Incremental
Term Commitments or Incremental Revolving Credit Commitments (and in the case of multiple Classes which are affected, such Required Class Lenders
shall consent together as one Class); provided, however, that the waivers described in this clause (h) shall not require
the consent of any Lenders other than (x) the Required Class Lenders under such applicable Incremental Term Commitments or
Incremental Revolving Credit Commitments and (y) in the case of any waiver that otherwise would be subject to clause (a), (b), (c),
(d), (e) or (f) above or clause (j) below, each Lender, each directly affected Lender or each directly and adversely affected
Lender (as specified in clause (a), (b), (c), (d), (e) or (f) above or clause (j) below) under the applicable Class or
Classes of Incremental Term Loans (including Loans extended under such Commitments);
(i) amend
or otherwise modify: (a) the Financial Covenants, (b) Section 7.14, and in each case any definition related thereto solely
for the purposes of the Financial Covenants (as any such definition is used therein) or waive any Default or Event of Default resulting
from a failure to perform or observe the Financial Covenants or Section 7.14 and/or (c) Section 4.02, in each case, without
the written consent of the Required Revolving Credit Lenders; provided that the waivers described in this clause (i) shall
not require the consent of any Lenders other than the Required Revolving Credit Lenders; or
(j) amend,
waive or otherwise modify the definition of “Pro Rata Share” or any provision requiring pro rata sharing amongst Lenders
without the consent of each Lender directly and adversely affected thereby; provided that modifications to Section 8.03 or
the definition of “Pro Rata Share” to the extent necessary in connection with (w) any buy back of Term Loans by the
Parent Borrower pursuant to Section 2.05(a)(v) or Section 10.07(l), (x) any Refinancing Amendment or amendment in
respect of Replacement Term Loans, (y) any Incremental Amendment or (z) any Extension Amendment, in each case, shall only require
approval (to the extent any such approval is otherwise required) of the Required Lenders;
provided, further,
that (i) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required
above, directly and adversely affect the rights or duties of such Issuing Bank under this Agreement or any LC Application 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 and increase the
LC Sublimit, with only the written consent of the Administrative Agent, the applicable Issuing Banks and the Borrowers so long as the
Revolving Credit Lenders, if any, who have not executed such amendment, and if applicable, the other Issuing Banks, if any, who have
not executed such amendment, are not directly and adversely affected thereby; (ii) no amendment, waiver or consent shall, unless
in writing and signed by the Swing Line Lender in addition to the Lenders required above, directly and adversely affect the rights or
duties of the Swing Line Lender under this Agreement; provided, however, that this Agreement may be amended to adjust the borrowing mechanics
related to Swing Line Loans and increase the Swing Line Sublimit with only the written consent of the Administrative Agent, the Swing
Line Lender (including to add another Lender, who upon execution of such amendment, will be an additional Swing Line Lender) and the
Borrowers so long as the Revolving Credit Lenders and, if applicable, the other Swing Line Lenders, if any, who have not executed such
amendment are not directly and adversely affected thereby; (iii) no amendment, waiver or consent shall, unless in writing and signed
by the Administrative Agent in addition to the Lenders required above, directly and adversely 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, (ii) Section 10.07(h) 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 and (iii) (x) no Lender consent is required to effect
an Incremental Amendment, Refinancing Amendment or Extension Amendment (except as expressly provided in Sections 2.14, 2.15
or 2.16 or in the following clause (y) or (z), as applicable) or to effect any amendment expressly contemplated
by Section 6.19, (y) in connection with an amendment that addresses solely a re-pricing transaction in which any Class of
Term Loans is refinanced with a replacement Class of term loans bearing (or is modified in such a manner such that the resulting
term loans bear) a lower All-In Yield (which may include other customary technical amendments related thereto, including providing that
such replacement term loans may have a prepayment premium in connection therewith) (a “Permitted Repricing Amendment”),
only the consent of the Lenders holding Term Loans subject to such permitted repricing transaction that will continue as a Lender in
respect of the repriced tranche of Term Loans or modified Term Loans shall be required for such Permitted Repricing Amendment, and (z) in
connection with an Extension Amendment, only the consent of the Lenders that will continue as a Lender in respect of the Extended Term
Loans or Extended Revolving Credit Commitments, as applicable, subject to such Extension Amendment shall be required for such Extension
Amendment.
Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder
(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected
with the consent of the applicable Lenders other than Defaulting Lenders (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 Required Lenders or
Required Class Lenders)), except that (x) the Commitment of any such Defaulting Lender may not be increased or extended, the
rate of interest on any Loans of any Defaulting Lender may not be reduced and the principal amount of any of such Loans may not be forgiven,
in each case without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders
or each directly and adversely affected Lender that by its terms materially and adversely affects any Defaulting Lender to a greater
extent than other affected Lenders (or, if there are no such affected Lenders (other than such affected Lenders which are Defaulting
Lenders), Lenders of the same Class) shall require the consent of such Defaulting Lender.
Notwithstanding anything
to the contrary herein, no Lender consent is required for the Administrative Agent to enter into or to effect any amendment, modification
or supplement to any ABL Intercreditor Agreement, any First Lien Intercreditor Agreement, any Second Lien Intercreditor Agreement, any
subordination agreement or other intercreditor agreement or arrangement permitted under this Agreement or in any document pertaining
to any Indebtedness permitted hereby that is permitted to be secured by the Collateral, including any Incremental Loans, any Incremental
Equivalent Debt, any Permitted Pari Passu Secured Refinancing Debt or any Permitted Junior Secured Refinancing Debt (i) that is
for the purpose of adding the holders of such secured or subordinated Indebtedness permitted to be incurred under this Agreement (or,
in each case, a Senior Representative with respect thereto), as parties thereto, as expressly contemplated by the terms of such ABL Intercreditor
Agreement, First Lien Intercreditor Agreement, such Second Lien Intercreditor Agreement, such subordination agreement or such other intercreditor
agreement or arrangement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may
make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are
required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect (taken as a
whole), to the interests of the Lenders) or (ii) that is expressly contemplated by any ABL Intercreditor Agreement, any First Lien
Intercreditor Agreement, the Second Lien Intercreditor Agreement, any subordination agreement or other intercreditor agreement or arrangement
permitted under this Agreement or in any document pertaining to any Indebtedness permitted hereby that is permitted to be secured by
the Collateral, including any Incremental Loans, any Incremental Equivalent Debt, any Permitted Pari Passu Secured Refinancing Debt or
any Permitted Junior Secured Refinancing Debt; provided, further, that no such agreement shall directly and adversely amend, modify
or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior written
consent of the Administrative Agent.
Notwithstanding anything
to the contrary herein, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions
of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits
of this Agreement and the other Loan Documents with the Term Loans and Revolving Credit Loans, Swing Line Loans and LC Obligations and
the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in
any determination of the Required Lenders.
In addition, notwithstanding
the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrowers and the Lenders providing
the Replacement Term Loans (as defined below) to permit the refinancing of all or a portion of the outstanding Term Loans of any Class (“Replaced
Term Loans”) with one or more tranches of replacement term loans (“Replacement Term Loans”) hereunder; provided
that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such
Replaced Term Loans, plus any accrued but unpaid interest on such Replaced Term Loans plus the amount of any tender premium or penalty
or premium required to be paid under the terms of the instrument or documents governing such Replaced Term Loans and any defeasance costs
and any fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Replacement
Term Loans (but nothing in this clause (a) shall limit the ability of the Borrowers to incur Incremental Loans of the same Class or
of a different Class at the same time if such incurrence is otherwise permitted hereunder), (b) [reserved], (c) except
to the extent incurred under the then available Inside Maturity Basket, the Weighted Average Life to Maturity of such Replacement Term
Loans shall not be shorter than the Weighted Average Life to Maturity of such Replaced Term 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 Term Loans shall either, at the option of the Borrowers, (i) reflect market terms and conditions
(taken as a whole) at the time of incurrence of such Replacement Term Loans (as determined by the Administrative Borrower in good faith),
(ii) if not otherwise consistent with the terms of such Replaced Term Loans, not be materially more restrictive to the Borrowers
(as determined by the Administrative Borrower in good faith), when taken as a whole, than the terms of such Replaced Term 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 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 or (iii) be
reasonably acceptable to the Administrative Agent (it being understood that any covenants or other provisions applicable to periods after
the Latest Maturity Date need not be reasonably satisfactory to the Administrative Agent). Each amendment to this Agreement providing
for Replacement Term 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 opinion of the Administrative Agent and the Borrowers to effect the provisions of
this paragraph, including any amendments necessary in connection with any Replacement Term Loans necessary to provide that such Replacement
Term Loans are fungible for U.S. federal income tax purposes with an existing Class of Term Loans, and for the avoidance of doubt,
this paragraph shall supersede any other provisions in this Section 10.01 to the contrary. If necessary to consummate any such Replacement
Term Loans as fungible for U.S. federal income tax purposes with an existing Class of Term Loans, the interest rate margins and
rate floors on the applicable existing Class of Term Loans may be automatically increased and any call protection provision may
be made more favorable to the applicable existing Lenders.
Notwithstanding anything
to the contrary contained in this Section 10.01, the Guaranty, the Collateral Documents and related documents executed by the Loan
Parties or the Restricted Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative
Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the
Administrative 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 any ambiguities or defects or (iii) to cause such
Guaranty, Collateral Document or other document to be consistent with this Agreement and the other Loan Documents.
Notwithstanding anything
to the contrary contained in Section 10.01, if the Administrative Agent and the Administrative Borrower shall have jointly identified
an ambiguity, mistake, obvious error (including, but not limited to, 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
Administrative 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.
(a) Notices;
Effectiveness; Electronic Communications.
(i) Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided
in subsection (C) 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 Parent Borrower or the Administrative Agent, the Issuing Banks or the Swing Line Lender to the address, facsimile number, electronic
mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic
mail address or telephone number as shall be designated by such party in a written notice to the other parties; and
(B) if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire
or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a written
notice to the Borrowers and the Administrative Agent, the Issuing Banks and the Swing Line Lender.
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 Business Day for the recipient). Notices
and other communications delivered through electronic communications to the extent provided in subsection (C) below shall be
effective as provided in such subsection (C).
(C) Electronic
Communications. Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by
electronic communication (including e- mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II
if such Lender or any Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under
such Article by electronic communication. The Administrative Agent or a Loan Party may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval
of such procedures may be limited to particular notices or communications.
Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefor; provided that, for both
clauses (i) and (ii), if such notice or other communication is not sent during the normal business hours of the recipient, such
notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
(b) The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Loan Parties, any
Lender, Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract
or otherwise) arising out of the Borrowers’, any Loan Party’s or the Administrative Agent’s transmission of Borrower
Materials or notices through the Platform, any other electronic platform or electronic messaging services, or through the Internet, except
to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final
and non-appealable judgment to have resulted from the gross negligence, material breach of the Loan Documents, bad faith or willful misconduct
of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Loan Parties,
any Lender, Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to
direct or actual damages).
(c) Change
of Address, Etc. Any Loan Party, the Administrative Agent, any Issuing Bank and the Swing Line Lender, may change its address, electronic
mail address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each
other Lender may change its address, electronic mail address, facsimile or telephone number for notices and other communications hereunder
by notice to the Borrowers, the Administrative Agent, the Issuing Bank and the Swing Line Lender. 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. Furthermore, each Public Lender agrees to cause at least one individual at or on
behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content
declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s
compliance procedures and applicable Law, including United States federal and state securities Laws, to make reference to Borrower Materials
that are not made available through the “Public Side Information” portion of the Platform and that may contain Material Non-Public
Information.
(d) Reliance
by Administrative Agent, Issuing Banks and Lenders. The Administrative Agent, Issuing Banks and the Lenders shall be entitled
to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on
behalf of the Borrowers 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 Borrowers shall indemnify the Administrative Agent, the Issuing Banks, each Lender and the Related Parties
of each of them (other than any Excluded Affiliate) 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 Borrowers in accordance with Section 10.05 hereof. 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, Issuing
Bank or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder
or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges 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 Section 8.02
for the benefit of all the Lenders and the Issuing Banks; 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) the Issuing Banks or the Swing Line Lender from exercising the rights and
remedies that inure to its benefit (solely in its capacity as Issuing Banks or Swing Line Lender, as the case may be) hereunder and under
the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.09 (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; and provided, further, that if at
any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders
shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters
set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent
of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Section 10.04 Attorney
Costs and Expenses.
The Borrowers agree (a) to
pay or reimburse the Engagement Parties for such out-of-pocket costs and expenses as shall have been separately agreed upon in writing
and to pay or reimburse the Administrative Agent and the other Agents for all reasonable and documented out-of-pocket costs and expenses
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 (whether or not the
transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and
thereby, including, in each case, all Attorney Costs, which shall be limited to (i) one primary counsel to the Administrative Agent
and its Affiliates (other than Excluded Affiliates), taken as a whole, or the Administrative Agent (and its Affiliates (other than Excluded
Affiliates), as applicable) and one local counsel, if necessary, in any relevant jurisdiction material to the interests of the Lenders
taken as a whole), in each case excluding allocated costs of in-house counsel and (ii) in the case of other consultants and advisors,
the fees and expenses of such persons approved by the Borrowers and (b) after the Closing Date, to pay or reimburse the Administrative
Agent, the Swing Line Lender, the Issuing Banks and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred
in connection with the enforcement or protection 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
(i) all respective Attorney Costs, which shall be limited to Attorney Costs of one primary counsel to the Administrative Agent and
the Lenders taken as a whole, and one local counsel, if necessary, in any relevant jurisdiction material to the interests of the Lenders
taken as a whole and, solely in the case of an actual conflict of interest, one additional counsel in each relevant material jurisdiction
to the similarly situated Persons taken as a whole and (ii) in the case of other consultants or advisors, the fees and expenses
of such persons approved by the Borrowers). 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
after written demand therefor (together with backup documentation supporting such reimbursement request); provided that, with
respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date solely to the extent invoiced
to the Borrowers at least three (3) Business Days prior to the Closing Date (or such later date as the Borrowers may agree in its
sole discretion). 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 discretion following five Business
Days’ prior written notice to the Parent Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes,
except any Taxes that represent costs and expenses arising from any non-Tax claim.
Section 10.05 Indemnification
by the Borrowers.
The Borrowers shall indemnify
and hold harmless each Agent, Swing Line Lender, Issuing Bank, Lender each Arranger and their respective Affiliates (other than
Excluded Affiliates) and controlling Persons, and their respective directors, officers, employees, advisors, agents and other representatives
of each of the foregoing and their respective successors and permitted assigns (but excluding any Excluded Affiliates) (collectively
the “Indemnitees”) from and against any and all actual losses, claims, damages, liabilities and expenses (including
Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements
and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees
taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of an actual
conflict of interest, one additional counsel in each relevant material jurisdiction to the affected Indemnitees similarly situated),
in each case except allocated costs of in-house counsel, of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery,
enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection
with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan
or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an 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, (c) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property or facility
currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability of or relating
to the Loan Parties or any Subsidiary, or (d) any actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense
of any pending or threatened claim, investigation, litigation or proceeding) (a “Proceeding”) and regardless of whether
any Indemnitee is a party thereto or whether or not such Proceeding is brought by the Borrowers or any other person and, in each case,
whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and expenses resulted from
(w) the gross negligence, bad faith, fraud or willful misconduct of such Indemnitee or of any of its Related Indemnified Persons,
as determined by a final non-appealable judgment of a court of competent jurisdiction, (x) a material breach of any obligations
under any Loan Document by such Indemnitee or of any of its Related Indemnified Persons, as determined by a final non-appealable judgment
of a court of competent jurisdiction, (y) 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 Facility and other than any claims
arising out of any act or omission of the Borrowers or any of their Affiliates or (z) settlements effected without the Borrowers’
prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with Borrowers’
written consent, or if there is a final judgment against an Indemnitee, the Borrowers shall indemnify and hold harmless such Indemnitee
to the extent and the manner set forth above. In case any Proceeding is instituted involving any Indemnitee for which indemnification
is to be sought hereunder by such Indemnitee, then such Indemnitee will promptly notify the Parent Borrower of the commencement of any
such Proceeding; provided, however, that the failure so to notify the Parent Borrower will not relieve the Borrowers from
any liability to such Indemnitee pursuant to this Section 10.05. Each applicable Indemnitee (by accepting the benefits hereof)
agrees to refund and return any and all amounts paid by or on behalf of the Borrowers (or any other Loan Party) to such Indemnitee, in
each case, pursuant to the terms of this paragraph to the extent such Indemnitee is not entitled to the payment thereof pursuant to the
terms of this paragraph, as determined by a final non-appealable judgment of a court of competent jurisdiction. 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 for direct (as opposed to indirect, special, punitive or consequential)
damages resulting from the gross negligence, bad faith, fraud or willful misconduct of, or material breach of this Agreement or the other
Loan Documents, as determined by a court of competent jurisdiction in a final and non-appealable judgment, of any such Indemnitee), nor
shall any Indemnitee, Related Indemnified Person, Loan Party or any Subsidiary 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 obligations,
liabilities, losses, damages, penalties, demands, actions, judgments, suits, costs, disbursements, claims or expenses incurred or paid
or required to be paid by an Indemnitee to a third party (including another Indemnitee)). 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, any Subsidiary of 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 are consummated. All amounts due under this Section 10.05
shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement
request). The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent, the resignation
of an Issuing Bank or Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes,
except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs,
expenses and disbursements arising from any non-Tax claims.
To the extent that the Borrowers
for any reason fails to pay any amount required under this Section 10.05 or Section 10.04 to be paid by it to the Administrative
Agent (or any sub-agent thereof), the Issuing Bank, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally
agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swing Line Lender or such Related Party, as
the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability
or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Swing
Line Lender or the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative
Agent (or any such sub-agent), the Swing Line Lender or Issuing Bank in connection with such capacity. The obligations of the Lenders
under this paragraph are subject to the provisions of Section 2.12(d).
Section 10.06 Payments
Set Aside.
To the extent that any payment
by or on behalf of the Borrowers is made to the Administrative Agent, the Issuing Banks or any Lender, or the Administrative Agent, the
Issuing Banks 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 the
Administrative Agent, the Issuing Banks 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 and Issuing Bank severally agrees to pay to the Administrative Agent
upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate
from time to time in effect. The obligations of the Lenders and the Issuing Banks under clause (b) of the preceding sentence shall
survive the payment in full of the Obligations and the termination of this Agreement.
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
assigns permitted hereby, except that the Parent Borrower may not (except as permitted by Section 7.04) assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender
may assign or 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 in the case of any Assignee that is the Parent Borrower or any of their respective Subsidiaries, Section 2.05(a)(v) or
10.07(l), (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or
assignment of a security interest subject to the restrictions of Section 10.07(g) or (i) or (iv) to an SPC in accordance
with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and
void); provided, however, that notwithstanding the foregoing, no Lender may assign or, other than in the case of clause
(iii) below, transfer by participation any of its rights or obligations hereunder to (i) any Person that is a Defaulting Lender,
(ii) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a
natural Person), (iii) a Disqualified Institution (unless otherwise agreed by the Administrative Borrower in its sole discretion
and, notwithstanding anything herein to the contrary, without giving effect to any provision providing for deemed consent by the Administrative
Borrower) or (iv) to the Parent Borrower or any of its Subsidiaries (except pursuant to Section 2.05(a)(v)or Section 10.07(l),
as applicable). 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(e) and,
to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this
Agreement.
(b) (6) (i) Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”)
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans) with
the prior written consent (such consent not to be unreasonably withheld or delayed, except in connection with a proposed assignment to
any Disqualified Institution, which consent by the Administrative Borrower may be withheld in its sole discretion) of:
(A) the
Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for (i) an assignment
of all or a portion of (a) the Term Loans or Term Commitments, to a Term Lender, an Affiliate of a Term Lender or an Approved Fund
of a Term Lender and (b) the Revolving Credit Loans and Revolving Credit Commitments to a Revolving Credit Lender, an Affiliate
of a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender, (ii) other than with respect to any proposed assignment
to a Disqualified Institution, if an Event of Default under Section 8.01(a) or, solely with respect to the Parent Borrower,
Section 8.01(f) has occurred and is continuing, to any Assignee or (iii) an assignment of all or a portion of the Loans
pursuant to Section 10.07(l); provided that, other than with respect to any proposed assignment to a Disqualified Institution,
the Administrative Borrower shall be deemed to have consented to any such assignment of the Term Loans unless it shall have objected
thereto by written notice to the Administrative Agent within ten (10) Business Days after having acknowledged receipt of a written
notice thereof;
(B) the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment (i) of all
or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) of all or a portion of the Loans
pursuant to Section 10.7(l);
(C) each
applicable Issuing Bank at the time of such assignment; provided that no consent of the applicable Issuing Bank shall be required
for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure; and
(D) the
Swing Line Lender; provided that no consent of the Swing Line Lender shall be required for any assignment not related to Revolving
Credit Commitments or Revolving Credit Exposure.
(ii) Assignments
shall be subject to the following additional conditions:
(A) except
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount
of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent) shall not be less than an amount of $5,000,000 (in the case
of each Revolving Credit Commitment) or $1,000,000 (in the case of a Term Loan), and shall be in increments of an amount of $1,000,000
(in the case of each Revolving Credit Commitment) or $1,000,000 (in the case of Term Loans), in excess thereof unless each of the Administrative
Borrower and the Administrative Agent otherwise consent; provided that such assignments shall be aggregated in respect of each
Lender and its Affiliates or Approved Funds, if any;
(B) the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption either manually or via
an electronic settlement system acceptable to the Administrative Agent, together with a processing and recordation fee of $3,500 (unless
waived or reduced by the Administrative Agent in its sole discretion);
(C) other
than in the case of assignments pursuant to Section 10.07(l), the Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire; and
(D) the
Assignee shall execute and deliver to the Administrative Agent and the Administrative Borrower the forms described in Sections 3.01(d) and
3.01(e) applicable to it.
This paragraph (b) shall
not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis
among such Facilities.
In connection with any assignment
of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to
the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative
Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee
of participations or subparticipations, or other compensating actions, including funding, with the consent of the Administrative 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 and Swing Line Loans 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.
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 any Disqualified
Institution. The identity of Disqualified Institutions will not be posted or distributed to any Person by the Administrative Agent or
Arranger, but may be communicated by the Administrative Agent to a Lender upon request therefor.
(c) Subject
to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date
specified in each Assignment and Assumption, (1) other than in connection with an assignment pursuant to Section 10.07(l),
the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement, and (2) the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in
the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the benefits and subject to the obligations 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).
Upon request, and the surrender by the assigning Lender of its Note, the Borrowers (at its expense) shall execute and deliver a Note
to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with
this clause (c) 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(e).
(d) The
Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s
Office a copy of each Assignment and Assumption and each notice of cancellation of any Loans delivered by the Borrowers pursuant to Section 10.07(l) 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, LC Obligations (specifying the unreimbursed LC Disbursements), LC Borrowings and the 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 Borrowers, 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 this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrowers, any Agent and any Lender (solely with respect
to the information as it relates to such Lender), at any reasonable time and from time to time upon reasonable prior notice. This Section 10.07(d) 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).
(e) Any
Lender may at any time sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or a Disqualified Institution) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including
all or a portion of its Commitment and/or the Loans (including such Lender’s participations in LC Obligations and/or Swing Line
Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers,
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 the other Loan Documents; provided that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in
clauses (a), (b), (c), (e), (f) and (j) of the first proviso to Section 10.01 that requires the affirmative vote of such
Lender. Subject to Section 10.07(f), the Borrowers agree that each Participant shall be entitled to the benefits and subject to
the obligations of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender (subject, for the avoidance of doubt, to the
limitations and requirements of those Sections applying to each Participant as if it were a Lender and provided that any documentation
required to be provided under Section 3.01(d) shall be provided solely to the participating Lender) and had acquired its interest
by assignment pursuant to Section 10.07(c). To the extent permitted by applicable Law, each Participant also shall be entitled to
the benefits of Section 10.09 as though it were a Lender; provided that such Participant also shall be subject to Section 2.13
as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of
the Borrowers, maintain a register on which it enters 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 the Loan Documents (the “Participant
Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat
each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. The portion of any Participant Register relating to any Participant or SPC requesting payment
from the Borrowers or seeking to exercise its rights under Section 10.09 shall be available for inspection by the Borrowers or any
other Person only to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of
the proposed United States Treasury Regulations. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative
Agent) shall have no responsibility for maintaining a Participant Register.
(f) A
Participant shall not be entitled to receive any greater payment under Sections 3.01, 3.04 or 3.05 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such Participant, unless (i) such entitlement to a greater
payment results from a Change in Law after the sale of the participation to such Participant takes place or (ii) the sale of the
participation to such Participant is made with the Administrative Borrower’s prior written consent. A Participant shall not be
entitled to the benefits of Section 3.01 unless such Participant complies with Sections 3.01(a), (d), (e), (f) and (h) as
though it were a Lender (it being understood that the documentation required under Section 3.01(d) shall be delivered solely
to the participating Lender and, at the time such participant has made a claim under Section 3.01, as necessary to substantiate
a claim for additional amounts pursuant to Section 3.01).
(g) Any
Lender may, without the consent of the Borrowers or the Administrative Agent, 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 to a Federal
Reserve Bank or to any central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release
such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(h) Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding
vehicle (other than a Disqualified Institution) identified as such in writing from time to time by the Granting Lender to the Administrative
Agent and the Administrative 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) an SPC shall be entitled to the benefit of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations
of such Sections), but 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 Borrowers under this Agreement except, in the case of Section 3.01, to the extent
that the grant to the SPC was made with the prior written consent of the Administrative Borrower (not to be unreasonably withheld or
delayed; for the avoidance of doubt, the Administrative Borrower shall have a reasonable basis for withholding consent if an exercise
by an SPC immediately after the grant would result in materially increased indemnification obligation to the Borrowers at such time),
(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 Borrowers and the Administrative Agent and with
the payment of a processing fee of $3,500 (which fee may be waived or reduced 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.
(i) Notwithstanding
anything to the contrary contained herein, without the consent of the Borrowers 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 (other than a Disqualified Institution) for holders of obligations owed, or securities issued, by such
Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in
compliance with the other provisions of this Section 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
the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure
or otherwise.
(j) [Reserved].
(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 Parent Borrower or any Restricted Subsidiary through (x) Dutch auctions or
other offers to purchase open to all Lenders holding Term Loans of such class on a pro rata basis consistent with the procedures set
forth in Section 2.05(a)(v) or (y) notwithstanding Sections 2.12 and 2.13 or any other provision in this Agreement, open
market purchase on a non-pro rata basis; provided, further, that:
(i) upon
such assignment to any Restricted Subsidiary, such Restricted Subsidiary shall be deemed to have assigned or transferred the principal
amount of such Term Loans, plus all accrued and unpaid interest thereon, to the Parent Borrower; provided that any such contribution
shall not increase any availability or amount permitted pursuant to any covenant under Article VII;
(ii) if
the assignee is the Parent Borrower (including through contribution, assignments or transfers set forth in clause (i) above), (a) the
principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the
Borrowers 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 Parent Borrower and (c) the Parent 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; and
(iii) purchases
of Term Loans pursuant to this Section 10.07(l) shall not be funded with the proceeds of Revolving Credit Loans or ABL Revolving
Loans.
Each Lender participating
in any assignment to the Parent Borrower or any of its Restricted Subsidiaries acknowledges and agrees that in connection with such assignment,
(1) the Parent Borrower or any of its Restricted Subsidiaries then may have, and later may come into possession of Excluded Information,
(2) such Lender has independently and, without reliance on, any Borrower or any of their Subsidiaries, the Administrative Agent
or any other Agent-Related Persons, made its own analysis and determination to participate in such assignment notwithstanding such Lender’s
lack of knowledge of the Excluded Information, (3) none of the Administrative Agent or any other Agent-Related Persons shall have
any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may
have against the Administrative Agent and any other Agent-Related Persons, under applicable laws or otherwise, with respect to the nondisclosure
of the Excluded Information and (4) that the Excluded Information may not be available to the Administrative Agent or the other
Lenders.
(m) [Reserved].
(n) [Reserved].
(o) [Reserved].
(p) Notwithstanding
the foregoing, if an entire Class of Loans or Commitments is refinanced or replaced in full with other Loans or Commitments hereunder,
the Parent Borrower shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’
advance notice (which notice may be rescinded if the transactions contemplated by such Refinancing Amendment are not consummated) to
each Lender holding any Class of Loans or Commitments being refinanced or replaced to consummate such refinancing or replacement
of such Class by way of assignment by purchasing each such Lender’s Loans or unfunded Commitments at par, accompanied by payment
of any accrued interest and fees thereon (including, if applicable, amounts payable pursuant to Section 2.05(a)(vi) if
in connection with a Repricing Transaction or Section 3.07(e)) instead of prepaying the Loans or reducing or terminating
the Commitments to be refinanced or replaced. The assigned Loans and Commitments shall be amended immediately thereafter in accordance
with Section 10.01 to reflect the terms of any such refinancing or replacement. The assignee under any such assignment may
be (but shall not be required to be) the Administrative Agent, any arranger of the new Loans or Commitments or any other Person designated
by the Administrative Agent. By receiving the purchase price, the Lenders having the replaced or refinanced Class of Loans or Commitments
shall automatically be deemed to have assigned such Loans or Commitments pursuant to the terms of an Assignment and Assumption, and accordingly
no other action by such Lenders shall be required in connection therewith. The provisions of this paragraph are intended to facilitate
the maintenance of the perfection and priority of existing security interests in the Collateral.
Section 10.08 Confidentiality.
Each of the Agents, the Lenders,
the Issuing Banks and the Swing Line Lender agrees to maintain the confidentiality of the Information, except that Information may be
disclosed (a) to its Affiliates and its and its Affiliates’ limited partners, lenders, investors, managed accounts, officers,
directors, employees, legal counsel, independent auditors, professionals, service providers and other experts or agents, in each case
other than Excluded Affiliates (collectively, “Representatives”) who need to know such Information (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and agree to keep such
Information confidential and the Agents and the Lenders shall be principally liable to the extent any confidentiality restrictions set
forth herein are violated by one or more of its Representatives); (b) to the extent required or requested by any Governmental Authority
or self-regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender
or its Affiliates), provided that the applicable Agent or such Lender, as applicable, agrees that it will promptly notify the
Administrative Borrower prior to any such disclosure by such Person (other than at the request of a regulatory authority as part of a
regulatory examination) unless such notification is prohibited by law, rule or regulation; (c) to the extent required by applicable
Laws or regulations or by any subpoena or order of any court or administrative agency or in any pending legal or administrative proceeding
or similar legal process, provided that the applicable Agent or such Lender, as applicable, agrees that it will notify the Administrative
Borrower in advance of any such disclosure by such Person (except with respect to any routine audit or examination conducted by bank
accountants or regulatory authority exercising routine examination or regulatory authority) unless such notification is prohibited by
law, rule or regulation; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions at
least as restrictive as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Administrative Borrower),
to 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 potential Lender invited to be an Additional Lender (except, in each case, to the extent the Administrative
Borrower has declined to consent to such assignment), any pledgee referred to in Section 10.07(g), any actual or prospective direct
or indirect counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations or any
actual or potential insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage; (f) with
the written consent of the Administrative Borrower; (g) to the extent such Information becomes publicly available other than as
a result of a breach of this Section 10.08 or other obligation of confidentiality owed to the Borrowers or any of their respective
Affiliates; (h) to any rating agency when required by it on a customary basis and after consultation with the Administrative Borrower
(it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information
relating to Loan Parties and their Subsidiaries received by it from such Lender) or to the CUSIP Service Bureau or any similar organization;
(i) in connection with the exercise of any remedies hereunder, under any other Loan Document or the enforcement of its rights hereunder
or thereunder; (j) to the extent that such information is independently developed by the applicable Agent or its Affiliates (other
than any Excluded Affiliates) or the applicable Lender or its Affiliates in each case so long as not based on information obtained in
a manner that would otherwise violate this Section 10.08, (k) for purposes of establishing a “due diligence” defense;
or (l) to market data collectors, similar services providers to the lending industry, and service providers to the Arranger and
the Lenders in connection with the administration and management of this Agreement; provided that, in each case, no disclosure
shall be made to any Disqualified Institution. In addition, the Agents and the Lenders may disclose the existence of this Agreement and
information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers
to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments,
and the Credit Extensions; provided that such Person is advised and agrees to be bound by the provisions of this Section 10.08.
For purposes of this Section,
“Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party
or any Subsidiary thereof, their respective businesses and their respective Affiliates and their Affiliates’ directors, officers,
employees, trustees, investments advisors or agents, other than any such information that is available to the Administrative Agent or
any Lender on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof other than as a result of a breach
of this Section 10.08.
Each of the Agents and the
Lenders acknowledges that (a) the Information may include Material Non-Public Information, (b) it has developed compliance
procedures regarding the use of Material Non-Public Information and (c) it will handle such Material Non-Public Information in accordance
with applicable Law, including United States federal and state securities Laws. The provisions of this paragraph shall not affect any
Borrowers’ obligations under the last paragraph of Section 6.02.
Section 10.09 Setoff.
In addition to any rights
and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and
its Affiliates (and the Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any
time and from time to time, without prior notice to the Borrowers, any such notice being waived by the Borrowers (on its own behalf and
on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, after obtaining the written
consent of the Administrative Agent, to set off and apply any and all deposits (general or special, time or demand, provisional or final
but excluding escrow, payroll, petty cash, trust and tax accounts) at any time held by, and other Indebtedness at any time owing by,
such Lender and its Affiliates or the Administrative Agent to or for the credit or the account of the respective Loan Parties against
any and all Obligations owing to such Lender and its Affiliates or the Administrative Agent hereunder or under any other Loan Document,
now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that
of the applicable deposit or Indebtedness; 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 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. Each Lender agrees promptly to notify the Administrative Borrower and the Administrative
Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect
the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are
in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have at
Law.
Section 10.10 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 Borrowers. 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 10.11 Counterparts;
Electronic Execution of Assignments and Certain Other Documents.
This Agreement and each other
Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery by facsimile, .pdf or other electronic means of an executed counterpart of a signature
page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement
and such other Loan Document. The Agents may also require that any such documents and signatures delivered by facsimile, .pdf or other
electronic means be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same
shall not limit the effectiveness of any document or signature delivered by facsimile, .pdf or other electronic means.
This Agreement and any document,
amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment
(each a “Communication”), including Communications required to be in writing, may, if agreed by the parties hereto, be in
the form of an Electronic Record and may be executed using Electronic Signatures, including, without limitation, facsimile and/or .pdf.
Each of the Loan Parties hereto agrees that any Electronic Signature (including, without limitation, facsimile or .pdf) on or associated
with any Communication shall be valid and binding on them to the same extent as a manual, original signature, and that any Communication
entered into by Electronic Signature, will constitute the legal, valid and binding obligation of the Loan Parties enforceable against
them in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered to the Agent.
Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts,
but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may
include, without limitation, use or acceptance by the Agent of a manually signed paper Communication which has been converted into electronic
form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery
and/or retention. The Agent may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record
(“Electronic Copy”), which shall be deemed created in the ordinary course of the Agent’s, business, and destroy the
original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an
original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything
contained herein to the contrary, the Agent shall be under no obligation to accept an Electronic Signature in any form or in any format
unless expressly agreed to by the Agent pursuant to procedures approved by them; provided, further, without limiting the foregoing, (a) to
the extent the Agent has agreed to accept such Electronic Signature, the Agent shall be entitled to rely on any such Electronic Signature
purportedly given by or on behalf of the Loan Parties without further verification and (b) upon the request of the Agent any Electronic
Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record”
and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended
from time to time.
Section 10.12 Integration.
This Agreement, together
with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof
and supersedes all prior agreements, written or oral, on such subject matter. Subject to Section 10.20 in the event of any conflict
between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided
that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not
be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto
and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.
Section 10.13 Survival
of Representations and Warranties.
All representations and warranties
made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by
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 (other than contingent indemnification obligations as to which no claim has been asserted, in any such case, not
then due and payable) or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the LC Obligations related thereto
has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or such Letter
of Credit has been deemed reissued under another agreement acceptable to the applicable Issuing Bank).
Section 10.14 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; provided that
the Lenders shall charge no fee in connection with any such amendment. The invalidity of a provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14,
if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor
Relief Laws, as determined in good faith by the Administrative Agent, the Issuing Bank or the Swing Line Lender, as applicable, then
such provisions shall be deemed to be in effect only to the extent not so limited.
Section 10.15 GOVERNING
LAW.
(a) THIS
AGREEMENT AND EACH OTHER LOAN DOCUMENT AND ANY CLAIM OR CONTROVERSY RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, WHETHER SOUNDING
IN CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b) ANY
LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY (BOROUGH OF MANHATTAN) (OR ANY
APPELLATE COURT THEREOF) OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE (OR ANY APPELLATE COURT THEREOF), AND BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION.
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 LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY
WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN FACSIMILE OR ELECTRONIC
MAIL) IN SECTION 10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. FURTHERMORE, NOTWITHSTANDING THE FOREGOING
OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, NOTHING in this Agreement or any other Loan Document or otherwise
shall affect any right that ANY SECURED PARTY may otherwise have to bring any action or proceeding to enforce any award or judgment or
exercise any right under the Collateral Documents or against any Collateral or any other property of any Loan Party in the courts of
other forum in which jurisdiction can be established.
Section 10.16 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.
Section 10.17 Binding
Effect.
This Agreement shall become
effective when (i) it shall have been executed and delivered by the Loan Parties and each other party hereto and (ii) the Administrative
Agent shall have been notified by each Lender, Swing Line Lender and Issuing Bank that each such Lender, Swing Line Lender and Issuing
Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and
their respective successors and assigns, in each case in accordance with Section 10.07 (if applicable) and except that no Loan Party
shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as
permitted by Section 7.04.
Section 10.18 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 the Borrowers that pursuant
to the requirements of the USA Patriot Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information
that identifies each Loan Party, which information includes the name, address and tax identification number of such Loan Party and other
information regarding such Loan Party that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party
in accordance with the USA Patriot Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements
of the USA Patriot Act and the Beneficial Ownership Regulation and is effective as to the Lenders and the Administrative Agent. Each
Loan Party shall, promptly following a request by the Administrative Agent, provide all documentation and other information that the
Administrative Agent or any Lender reasonably requests which is required 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 and the Beneficial
Ownership Regulation.
Section 10.19 No
Advisory or Fiduciary Responsibility.
In connection with all aspects
of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other
Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the
arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arranger are arm’s-length
commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the
other Arranger and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax
advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts,
the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative
Agent, each other Arranger and each Lenders each 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 each Loan Party or any of
their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has
any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except
those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arranger,
the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those
of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any
obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted
by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arranger and
the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction
contemplated hereby.
Section 10.20 Intercreditor
Agreements.
Each Lender hereunder (a) acknowledges
that it has received a copy of the Intercreditor Agreements, (b) agrees that it will be bound by and will take no actions contrary
to the provisions of the Intercreditor Agreements and (c) authorizes and instructs the Administrative Agent to enter into the Intercreditor
Agreements as Administrative Agent and on behalf of such Lender. The foregoing provisions are intended as an inducement to the lenders
under the ABL Financing Documents, Second Lien Financing Documents and any documentation governing other parity lien or junior lien Indebtedness
permitted to be incurred hereunder to extend credit to the Loan Parties and such lenders are intended third party beneficiaries of such
provisions. In the event of any conflict or inconsistency between the provisions of any Intercreditor Agreement and this Agreement, the
provisions of such Intercreditor Agreement shall control. Notwithstanding anything to the contrary set forth herein or in any other Loan
Document, prior to the payment in full of the ABL Obligations to the extent that any Loan Party is required to give physical possession
over any Collateral (other than Term Loan Priority Collateral) to the Administrative Agent under this Agreement or the other Loan Documents,
such requirement to give possession shall be satisfied if such Collateral is delivered to and held by the ABL Agent pursuant to the ABL
Intercreditor Agreement or any other applicable Intercreditor Agreement entered into after the Closing Date.
Section 10.21 Acknowledgment
and Consent to Bail-In of EEA Financial Institutions.
Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent
such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees
and consents to, and acknowledges and agrees to be bound by:
(a) the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any Lender that is an Affected Financial Institution; and
(b) the
effects of any Bail-in Action on any such liability, including, if applicable:
(i) a
reduction in full or in part or cancellation of any such liability;
(ii) a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other 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 the applicable Resolution
Authority.
Section 10.22 Acknowledgement
Regarding Any Supported QFCs.
To the extent that the Loan
Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC
(such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge
and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance
Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,
the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions
below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the
State of New York and/or of the United States or any other state of the United States):
(a) In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that
might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event
affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
(b) As
used in this Section 10.22, the following terms have the following meanings:
“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such party.
“Covered Entity”
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b).
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.
“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).
Article XI.
GUARANTEE
Section 11.01 The
Guarantee.
Each Guarantor hereby jointly
and severally with the other Guarantors guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective
successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration,
demand, by acceleration or otherwise) of (a) the principal of and interest (including any interest, fees, costs or charges that
would accrue but for the provisions of (i) Title 11 of the United States Code after any bankruptcy or insolvency petition under
Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held
by each Lender of, the Borrowers (or, in the case of such guarantee by a Guarantor that is also a Borrower, on the Loans made by the
Lenders to, and the Notes held by each Lender of, each other Borrower), and (b) all other Secured Obligations from time to time
owing to the Secured Parties by the Loan Parties under any Loan Document or Secured Hedge Agreement (all such obligations described in
clauses (a) and (b), including any future increases in the amounts thereof, being herein collectively called the “Guaranteed
Obligations”); provided, however, that Guaranteed Obligations shall exclude all Excluded Swap Obligations. The
Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantor(s) shall fail to pay in full when due (whether
at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash,
without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed
Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance
with the terms of such extension or renewal.
Section 11.02 Obligations
Unconditional.
The obligations of the Guarantors
under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute,
irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the
Guaranteed Obligations of the Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein
or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and,
to the extent permitted by applicable Law irrespective of any other circumstance whatsoever that might otherwise constitute a legal or
equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing,
to the extent permitted by applicable Law, it is agreed that the occurrence of any one or more of the following shall not alter or impair
the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances
as described above:
(i) at
any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of or compliance
with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any
of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred
to herein or therein shall be done or omitted (including incurring any increase or decrease in the principal amount of the Guaranteed
Obligations or the rate of interest or the fees thereon);
(iii) the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect,
or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in
any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security
therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(iv) any
Lien or security interest granted to, or in favor of, any Lender, Issuing Bank or Agent as security for any of the Guaranteed Obligations
shall fail to be perfected; or
(v) the
release of any other Guarantor pursuant to Section 11.09.
The Guarantors hereby expressly
waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent permitted by Law,
all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrowers
under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person
under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law,
any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice
of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and
any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings
between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon
this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without
regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and
the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties
or any other Person at any time of any right or remedy against the Borrowers or against any other Person which may be or become liable
in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset
with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its
terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Lenders, and their
respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no
Guaranteed Obligations outstanding.
Section 11.03 Reinstatement.
The obligations of the Guarantors
under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of
the Borrowers or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of
any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.
Section 11.04 Subrogation;
Subordination.
Each Guarantor hereby agrees
that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations
as to which no claim has been asserted) and the expiration and termination of the Commitments of the Lenders under this Agreement it
shall subordinate any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it
of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrowers or any other Guarantor of any of the
Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party to any Non-Loan Party
permitted pursuant to 7.03(b) or (d) shall be subordinated to such Loan Party’s Secured Obligations in the manner set
forth in the Intercompany Note evidencing such Indebtedness.
Section 11.05 Remedies.
The Guarantors jointly and
severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrowers under this Agreement and the Notes,
if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically
due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction
or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrowers
and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations
(whether or not due and payable by the Borrowers) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01.
Section 11.06 Instrument
for the Payment of Money.
Each Guarantor hereby acknowledges
that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and agrees that any Lender
or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the
right to bring a motion-action under New York CPLR Section 3213.
Section 11.07 Continuing
Guarantee.
The guarantee in this Article XI
is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.
Section 11.08 General
Limitation on Guarantee Obligations.
In any action or proceeding
involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy,
insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor (other than
the Borrowers) under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated
to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other
provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other
Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the
right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors
as determined in such action or proceeding.
Section 11.09 Release
of Guarantors.
If, in compliance with the
terms and provisions of the Loan Documents, (i) any Guarantor that is a Restricted Subsidiary of a Loan Party ceases to be a Restricted
Subsidiary of a Loan Party in a transaction permitted hereunder, (ii) any Guarantor becomes an Excluded Subsidiary or (iii) subject
to Section 10.01, if the release of such Guarantor is approved, authorized or ratified in writing by the Required Lenders (any such
Guarantor referred to in clause (i), (ii) or (iii) a “Released Guarantor”), such Released Guarantor
shall upon the consummation of the related transaction, change in status, request, approval, authorization or ratification be (in the
case of clauses (i) and (iii)) automatically released and (in the case of clause (ii)) released by the Administrative Agent pursuant
to appropriate documentation following a written request from the Administrative Borrower to the Administrative Agent requesting such
release, in each case, from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents,
including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale
of any of the Equity Interests of the Released Guarantor to a Person that is not a Loan Party, the pledge of such Equity Interests to
the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrowers shall have
provided the Administrative Agent such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall
take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions
of this Agreement and the Collateral Documents; provided, that no such release shall occur, and no such Guarantor shall constitute
a Released Guarantor, if (x) such Guarantor continues to be a guarantor in respect of any other First Lien Obligations, any ABL
Obligations, any Second Lien Obligations or any Junior Financing or (y) such Guarantor continues to constitute a Subsidiary of the
Parent Borrower and becomes an Excluded Subsidiary under clause (a) of the definition thereof unless (i) no Event of Default
shall have occurred and be continuing at the time such Guarantor becomes an Excluded Subsidiary under clause (a) of the definition
thereof, (ii) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to become
an Excluded Subsidiary under clause (a) of the definition thereof, the Borrowers and Restricted Subsidiaries shall be deemed to
have made an Investment in, or a Restricted Payment in respect of, as applicable, such Person (as if such Person were then newly acquired
or formed) and such Investment or Restricted Payment is permitted hereunder at such time and (iii) for the benefit of the Revolving
Credit Lenders only, the transaction causing such Guarantor to become a non-wholly owned Subsidiary is for a bona fide business purpose
with a non-Affiliated third-party.
When all Commitments hereunder
have terminated, and all Loans or other Obligations hereunder (other than contingent indemnification obligations as to which no claim
has been asserted) have been paid or satisfied in full, and no Letter of Credit remains outstanding (except any Letter of Credit the
Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably
satisfactory to the applicable Issuing Bank has been put in place or such Letter of Credit has been deemed reissued under another agreement
reasonably acceptable to the applicable Issuing Bank), this Agreement and the Guarantees made herein shall terminate with respect to
all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement.
Section 11.10 Right
of Contribution.
Each Guarantor hereby agrees
that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall
be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share
of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04. The
provisions of this Section 11.10 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative
Agent, the Issuing Banks, the Swing Line Lender and the Lenders, and each Guarantor shall remain liable to the Administrative Agent,
the Issuing Banks, the Swing Line Lender and the Lenders for the full amount guaranteed by such Guarantor hereunder.
Section 11.11 Keepwell.
Each Qualified ECP Guarantor
hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be
needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of any Swap Obligations
(provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum
amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under
this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).
The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the payment
in full and discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and
this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each
other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Section 11.12 Independent
Obligation.
The obligations of each Guarantor
hereunder are independent of the obligations of any other Guarantor, any other party or the Borrowers, and a separate action or actions
may be brought and prosecuted against such Guarantor whether or not action is brought against any other Guarantor, any other party or
the Borrowers and whether or not any other Guarantor, any other party or the Borrowers be joined in any such action or actions.
Exhibit B
[Attached]
Exhibit C
[Intentionally Omitted]
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