{"url_path":"/sec/you/8-k/2026-06-23/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1856314/0000950142-26-001859-index.html","accession_number":"0000950142-26-001859","cik":"0001856314","ticker":"YOU","issuer_name":"Clear Secure, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1856314/0000950142-26-001859-index.html","primary_entity_key":"0001856314","primary_entity_name":"Clear Secure, Inc."},"word_count":85310,"has_tables":true,"body_markdown":"EX-10.1\n2\neh260797127_1001.htm\nEXHIBIT 10.1\n\n**EXHIBIT 10.1**\n\n**Execution Version**\n\n**AMENDMENT NO. 4 TO CREDIT\nAGREEMENT**\n\nThis AMENDMENT NO. 4 TO\nCREDIT AGREEMENT, dated as of June 23, 2026 (this “**Amendment**”), is by and among ALCLEAR HOLDINGS, LLC (the “**Borrower**”),\nthe other Loan Parties signatory hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A. (“**JPMorgan**”),\nas the administrative agent (in such capacity, the “**Administrative Agent**”). Capitalized terms which are used\nin this Amendment without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit\nAgreement.\n\n**R E C I T A L S:**\n\nWHEREAS, the Borrower,\nthe Loan Parties party thereto, the Administrative Agent and the Lenders have entered into that certain Credit Agreement, dated as of\nMarch 31, 2020 (as amended, amended and restated, supplemented or modified from time to time and in effect on the date hereof, the “**Credit\nAgreement**” and, as amended by this Amendment, the “**Amended Credit Agreement**”);\n\nWHEREAS, on the date hereof,\nJPMorgan has entered into an Assignment and Assumption (which has been accepted by the Administrative Agent and the Borrower) with each\nof Goldman Sachs Lending Partners LLC and Wells Fargo Bank, National Association (each an “**Exiting Lender**”,\nand collectively, the “**Exiting Lenders**”), each providing for the assignment by the applicable Exiting Lender\nto JPMorgan of all of such Exiting Lender’s Commitments under the Credit Agreement (collectively, the “**Exiting Lender\nAssignments**”), which Exiting Lender Assignments shall become effective immediately prior to giving effect to the Existing\nCommitment Reduction (as defined below);\n\nWHEREAS, the Borrower hereby notifies\nthe Administrative Agent that, immediately prior to giving effect to this Amendment, pursuant to Section 2.09(b) of the Credit Agreement,\nit desires to reduce the Commitments outstanding immediately prior to the Fourth Amendment Effective Date (as defined below) (such Commitments,\nthe “**Existing Commitments**”) to $50,000,000; and\n\nWHEREAS, the Borrower,\nthe Administrative Agent, the Lenders party hereto (being JPMorgan, the sole Lender and Issuing Bank after giving effect to the Exiting\nLender Assignments) are willing to amend the Credit Agreement pursuant to Section 2 hereof on the terms and conditions set forth\nherein.\n\nNOW, THEREFORE, in consideration\nof the premises and the agreements, provisions and covenants herein contained, and subject to the terms and conditions hereof, the parties\nhereto agree as follows:\n\nSECTION\n1. Reduction in Existing Commitments. Effective as of the\nFourth Amendment Effective Date, the Existing Commitments are hereby reduced to $50,000,000 in accordance with Section 2.09(b) of the\nCredit Agreement, it being acknowledged and agreed by the Administrative Agent and the Lenders that the execution and delivery of this\nAmendment shall be deemed to have satisfied all notice requirements under Section 2.09(c) of the Credit Agreement with respect to such\nreduction in the Existing Commitments) (the reduction in Existing Commitments pursuant to this Section 1, the “*Existing\nCommitment Reduction*”).\n\nSECTION\n2. Amendments to Credit Agreement. Subject to the satisfaction\nof the conditions precedent set forth in Section 3 hereof (i) the Credit Agreement is hereby amended to delete the stricken text\n(indicated textually in the same manner as the following example: stricken text) and\nto add the double-underlined text (indicated textually in the same manner as the following example: double-underlined\ntext) as set forth on Exhibit A hereto, (ii) a new Schedule 1.01 (Existing\nLetters of Credit) shall be added to the\n\nCredit Agreement as set forth on Exhibit\nB hereto and (iii) Schedule 2.01 (Commitments) to the Credit Agreement is hereby amended and restated in its entirety as set forth\non Exhibit C hereto.\n\nSECTION\n3. Conditions. This Amendment shall become effective as of\nthe date hereof (the “Fourth Amendment Effective Date”) upon receipt by the Administrative Agent of each of the following,\nin each case, in form and substance satisfactory to the Administrative Agent (or in the case of clauses (h), (i) and (j) below, the satisfaction\nof the requirements thereunder):\n\n(a)\nduly executed counterparts to this Amendment from the Borrower, each other Loan Party, the Lenders and the Issuing Bank;\n\n(b)\na certificate, signed by a secretary or other Responsible Officer of each Loan Party, attaching (i) a copy of each organizational\nor constitutional document of such Loan Party and, to the extent applicable, certified as of a recent date by the appropriate governmental\nofficial; (ii) signature and incumbency certificates of the officers of such Loan Party executing the Loan Documents to which it is a\nparty as of the Fourth Amendment Effective Date; (iii) resolutions of the board of directors (or, if applicable, shareholders) or\nsimilar governing body of such Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the\nother Loan Documents to which such Loan Party is a party as of the Fourth Amendment Effective Date, certified as of the Fourth Amendment\nEffective Date by such Loan Party as being in full force and effect without modification or amendment; and (iv) a good standing certificate\n(to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of such Loan Party’s\njurisdiction of incorporation, organization or formation dated as of a recent date prior to the Fourth Amendment Effective Date;\n\n(c)\nthe results of a recent lien search in the jurisdiction of organization of each Loan Party and its respective Subsidiaries and\neach jurisdiction where assets of each Loan Party and its respective Subsidiaries are located, and the results of search reports in respect\nof the intellectual property of each Loan Party and its Subsidiaries, and such search shall reveal no Liens on any of the assets of such\nLoan Parties and its Subsidiaries except for liens permitted by Section 6.01 of the Credit Agreement or discharged on or prior to the\nFourth Amendment Effective Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent;\n\n(d)\na customary written opinion (addressed to the Administrative Agent and the Lenders and dated the Fourth Amendment Effective Date)\nof Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel for the Loan Parties, and covering such matters relating to the Loan Parties\nand this Amendment, as the Administrative Agent shall reasonably request;\n\n(e)\na solvency certificate (with respect to solvency as of the Fourth Amendment Effective Date) from a Financial Officer of the Borrower,\nsubstantially in the form of Exhibit H to the Credit Agreement;\n\n(f)\n(i) a short-form trademark security agreement (with respect to the trademarks registered at the U.S. Patent and Trademark Office\nin the name of AlClear, LLC) between AlClear, LLC and the Administrative Agent and (ii) a short-form patent security agreement (with respect\nto the patents registered at the U.S. Patent and Trademark Office in the name of AlClear, LLC and Secure Identity, LLC) between AlClear,\nLLC, Secure Identity, LLC and the Administrative Agent.\n\n(g)\n(A) at least five (5) days prior to the Fourth Amendment Effective Date, all documentation and other information with respect to\nthe Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations,\nincluding the USA Patriot Act, as the Administrative Agent and the Lenders shall have reasonably requested at least eight (8)\n\n- 2 -\n\ndays prior to the Fourth Amendment Effective\nDate; and (B) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation,\nat least five (5) days prior to the Fourth Amendment Effective Date, any Lender that has requested, at least eight (8) days prior to the\nFourth Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial\nOwnership Certification;\n\n(h)\nthe representations and warranties of the Borrower and each Loan Party set forth in Section 5 of this Amendment shall be true and\ncorrect in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to\nthe extent that it is already qualified or modified by materiality in the text thereof);\n\n(i)\nat the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be\ncontinuing;\n\n(j)\nsince December 31, 2024, no Material Adverse Effect shall have occurred or exist, and there has been no event, development or circumstance\nthat, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect;\n\n(k)\na certificate signed by a Responsible Officer of the Borrower certifying that each of the conditions specified in paragraphs (h),\n(i) and (j) of this Section 3 has been satisfied; and\n\n(l)\npayment from the Borrower of (i) the Amendment Fee (as defined below) and (ii) all expenses required to be reimbursed by the Borrower\nfor which invoices have been presented to the Borrower (including the reasonable fees and expenses of legal counsel) on or before the\nFourth Amendment Effective Date.\n\nSECTION\n4. Amendment Fee. The Borrower hereby agrees to pay to the\nAdministrative Agent, for the account of each Lender (after giving effect to the Exiting Lender Assignments), an amendment fee in an amount\nequal to 0.25% of the amount of such Lender’s Commitment under the Amended Credit Agreement (being $125,000 in the aggregate) (the\n“*Amendment Fee*”), which fee shall (i) be fully earned and due and payable\non the Fourth Amendment Effective Date, (ii) not be refundable under any circumstances, (iii) be paid in U.S. dollars in immediately available\nfunds, (iv) shall not be subject to reduction by way of setoff or counterclaim and (v) shall be made without deduction for any taxes,\nlevies, imposts, duties, deductions, charges or withholdings imposed by any federal, state or local taxing authority, or will be grossed\nup by the Borrower for such amounts. The Borrower further agrees that all or any portion of the Amendment Fee received by each Lender\nmay, in such Lender’s sole discretion, be shared or otherwise allocated to any of its affiliates.\n\nSECTION\n5. Representations and Warranties. Each of the Borrower and\nthe other Loan Parties hereby represents and warrants as of the Fourth Amendment Effective Date to the Administrative Agent and the Lenders\nas follows:\n\n(a)\nEach Loan Party and each Subsidiary is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction\nof its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to\ndo so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business\nin, and is in good standing in, every jurisdiction where such qualification is required.\n\n(b)\nThis Amendment is within each Loan Party’s corporate or other organizational powers and has been duly authorized by all necessary\ncorporate or other organizational actions and, if required, actions by equity holders. This Amendment has been duly executed and delivered\nby each Loan\n\n- 3 -\n\nParty party hereto and constitutes a legal,\nvalid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,\nreorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless\nof whether considered in a proceeding in equity or at law.\n\n(c)\nThe execution and delivery of this Amendment by each of the Loan Parties (i) does not require any consent or approval of, registration\nor filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and\neffect, except for filings necessary to perfect Liens created pursuant to the Loan Documents and except as would not reasonably be expected\nto result in a Material Adverse Effect, (ii) will not violate in any respect any applicable law or regulation or the charter, by-laws\nor other organizational or constitutional documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority\nexcept as would not reasonably be expected to result in a Material Adverse Effect, (iii) will not violate or result in a default under\nany indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right\nthereunder to require any payment to be made by the Borrower or any of its Subsidiaries except as would not reasonably be expected to\nresult in a Material Adverse Effect, and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or\nany of its Subsidiaries (other than Liens created pursuant to or otherwise permitted under the Loan Documents).\n\n(d)\nThe representations and warranties of each of the Loan Parties set forth in the Amended Credit Agreement and the other Loan Documents\nare true and correct in all material respects (except to the extent that any such representation or warranty is already qualified or modified\nby materiality in the text thereof, in which case such representation or warranty is true and correct in all respects) (except to the\nextent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true\nand correct in all material respects as of such earlier date).\n\n(e)\nAt the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.\n\nSECTION\n6. Ratification. Each of the Borrower and the other Loan\nParties hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security\ninterests and liens in favor of the Administrative Agent or the Lenders, as the case may be, under each Loan Document, (b) agrees that\nsuch ratification and reaffirmation is not a condition to the continued effectiveness of the Loan Documents, and (c) agrees that neither\nsuch ratification and reaffirmation, nor the Administrative Agent’s nor any Lender’s solicitation of such ratification and\nreaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification\nor reaffirmation from each party to the Credit Agreement or other Loan Documents with respect to any subsequent modifications, consent\nor waiver with respect to the Credit Agreement or other Loan Documents. Each of the Borrower and the other Loan Parties acknowledges and\nagrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of\nits obligations thereunder shall be valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,\nreorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless\nof whether considered in a proceeding in equity or at law and shall not be impaired or limited by the execution or effectiveness of this\nAmendment. The Credit Agreement and each other Loan Document is in all respects hereby ratified and confirmed. This Amendment shall constitute\na “Loan Document” for purposes of the Credit Agreement.\n\nSECTION\n7. Miscellaneous.\n\n7.1\nEffect.\n\n- 4 -\n\n(a)\nUpon the effectiveness of this Amendment, each reference in each Loan Document to “this Agreement,” “hereunder,”\n“hereof” or words of like import shall mean and be a reference to such Loan Document as modified hereby and each reference\nin the other Loan Documents to the Credit Agreement, “thereunder,” “thereof,” or words of like import shall mean\nand be a reference to the Credit Agreement as modified hereby. This Amendment constitutes a Loan Document and any breach of any representation\nor warranty made herein or covenant or agreement contained herein will constitute an Event of Default under the Amended Credit Agreement\n(subject to any applicable grace periods, materiality qualifications or other qualifications set forth in the Amended Credit Agreement).\n\n(b)\nExcept as specifically set forth in this Amendment, the execution, delivery and effectiveness of this Amendment shall not (i) limit,\nimpair, constitute an amendment, forbearance or waiver by, or otherwise affect any right, power or remedy of, Agent or any Lender under\nthe Credit Agreement or any other Loan Document or waive, affect or diminish any right of Agent to demand strict compliance and performance\ntherewith, (ii) constitute a waiver of, or forbearance with respect to, any Default or Event of Default, whether known or unknown or (iii)\nalter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement\nor in any of the other Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect.\n\n7.2\nSeverability. Any provision of this Amendment or any other Loan Document held to be invalid, illegal or unenforceable in\nany jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without\naffecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision\nin a particular jurisdiction shall not invalidate such provision in any other jurisdiction.\n\n7.3\nCounterparts. This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but\nall of which taken together shall be one and the same instrument. This Amendment may also be executed by facsimile or electronic transmission\nand each facsimile or electronic transmission signature hereto shall be deemed for all purposes to be an original signatory page.\n\n7.4\nGoverning Law; Jurisdiction; Waiver of Jury Trial. This Amendment and the other Loan Parties entered into in connection\nherewith (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with\nthe internal laws of the State of New York, but giving effect to federal laws applicable to national banks. The provisions of Sections\n9.09(c), 9.09(d), 9.09(e) and 9.10 of the Credit Agreement are incorporated herein by reference, *mutatis mutandis.*\n\n7.5\nHeadings. Article and Section headings used herein are for convenience of reference only, are not part of this Amendment\nand shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.\n\n7.6\nReimbursement of Agent’s Expenses. Without limiting any of the Administrative Agent’s rights, or any of Borrower’s\nor other Loan Party’s obligations, under Section 9.03 of the Credit Agreement, the Loan Parties agrees to reimburse the Administrative\nAgent for all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates in connection with\nentering into this Amendment and the other Loan Documents entered into in connection herewith.\n\n7.7\nEntire Agreement. This Amendment contains the final and complete integration of all prior expressions by the parties hereto\nwith respect to the subject matter hereof and shall constitute the entire\n\n- 5 -\n\nagreement among the parties hereto with\nrespect to the subject matter hereof superseding all prior oral or written understandings or agreements.\n\nSECTION\n8. Effectiveness of Exiting Lender Assignments. Each party\nhereto acknowledges and agrees that the Exiting Lender Assignments shall be deemed to become effective on the Fourth Amendment Effective\nDate immediately prior to the effectiveness of this Amendment.\n\n[Signature Pages Follow]\n\n- 6 -\n\nIN WITNESS WHEREOF, the parties\nhereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first\nabove written.\n\nALCLEAR HOLDINGS, LLC\n\nBy:\n/s/ Jennifer Hsu\n\nName:\nJennifer Hsu\n\nTitle:\nChief Financial Officer\n\nALCLEAR, LLC\n\nBy:\n/s/ Jennifer Hsu\n\nName:\nJennifer Hsu\n\nTitle:\nChief Financial Officer\n\nSECURE IDENTITY, LLC\n\nBy:\n/s/ Jennifer Hsu\n\nName:\nJennifer Hsu\n\nTitle:\nChief Financial Officer\n\nNOQUE, LLC\n\nBy:\n/s/ Jennifer Hsu\n\nName:\nJennifer Hsu\n\nTitle:\nChief Financial Officer\n\nALCLEAR HEALTHCARE, LLC\n\nBy:\n/s/ Jennifer Hsu\n\nName:\nJennifer Hsu\n\nTitle:\nChief Financial Officer\n\nALCLEAR PC, LLC\n\nBy:\n/s/ Jennifer Hsu\n\nName:\nJennifer Hsu\n\nTitle:\nChief Financial Officer\n\nALCLEAR DIGITAL IDENTITY, LLC\n\nBy:\n/s/ Jennifer Hsu\n\nName:\nJennifer Hsu\n\nTitle:\nChief Financial Officer\n\n[Signature Page to Amendment No. 4 to Credit Agreement]\n\nALCLEAR HEALTHPASS, LLC\n\nBy:\n/s/ Jennifer Hsu\n\nName:\nJennifer Hsu\n\nTitle:\nChief Financial Officer\n\nWHYLINE, INC.\n\nBy:\n/s/ Jennifer Hsu\n\nName:\nJennifer Hsu\n\nTitle:\nChief Financial Officer\n\n[Signature Page to Amendment No. 4 to Credit Agreement]\n\nJPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank\nand a Lender\n\nBy:\n/s/ Zachary Klayman\n\nName:\nZachary Klayman\n\nTitle:\nAuthorized Officer\n\n[Signature Page to Amendment No. 4 to Credit Agreement]\n\nEXHIBIT A\n\n**Amended Credit Agreement**\n\n[See attached]\n\n**Execution\nVersion**\n\n**[CONFORMED THROUGH SECONDFOURTH\nAMENDMENT]**\n\nCREDIT AGREEMENT\n\ndated as of\n\nMarch 31, 2020\n\namong\n\nALCLEAR HOLDINGS, LLC,\n\nas Borrower,\n\nTHE OTHER LOAN PARTIES PARTY HERETO,\n\nThe Lenders Party Hereto,\n\nand\n\nJPMORGAN CHASE BANK, N.A.,\n\nas Administrative Agent\n\n___________________________\n\nJPMORGAN CHASE BANK, N.A.\n\nas Sole Bookrunner and Sole Lead Arranger\n\nPage\n\n**TABLE OF CONTENTS**\n\nARTICLE I.\n\nDefinitions\n\nSECTION 1.01\nDefined Terms\n1\n\nSECTION 1.02\nClassification of Loans and Borrowings\n31\n\nSECTION 1.03\nTerms Generally\n31\n\nSECTION 1.04\nAccounting Terms; GAAP\n32\n\nSECTION 1.05\nStatus of Obligations\n32\n\nSECTION 1.06\nInterest Rates; Benchmark Notifications\n32\n\nSECTION 1.07\nPro Forma Calculations\n33\n\nSECTION 1.08\nRounding\n33\n\nARTICLE II.\n\nThe Credits\n\nSECTION 2.01\nCommitments\n33\n\nSECTION 2.02\nLoans and Borrowings\n33\n\nSECTION 2.03\nRequests for Borrowings\n34\n\nSECTION 2.04\n[Intentionally Omitted]\n34\n\nSECTION 2.05\n[Intentionally Omitted]\n34\n\nSECTION 2.06\nLetters of Credit\n34\n\nSECTION 2.07\nFunding of Borrowings\n38\n\nSECTION 2.08\nInterest Elections\n39\n\nSECTION 2.09\nTermination and Reduction of Commitments\n40\n\nSECTION 2.10\nRepayment of Loans; Evidence of Debt\n40\n\nSECTION 2.11\nPrepayment of Loans\n41\n\nSECTION 2.12\nFees\n41\n\nSECTION 2.13\nInterest\n42\n\nSECTION 2.14\nAlternate Rate of Interest\n43\n\nSECTION 2.15\nIncreased Costs\n45\n\nSECTION 2.16\nBreak Funding Payments\n46\n\nSECTION 2.17\nPayments Free of Taxes\n46\n\nSECTION 2.18\nPayments Generally; Allocation of Proceeds; Pro Rata Treatment; Sharing of Set-offs\n49\n\nSECTION 2.19\nMitigation Obligations; Replacement of Lenders\n51\n\nSECTION 2.20\nDefaulting Lenders\n52\n\nSECTION 2.21\nReturned Payments\n53\n\nSECTION 2.22\nExpansion Option; Incremental Facilities\n54\n\nSECTION 2.23\nBanking Services and Swap Agreements\n55\n\nARTICLE III.\n\nRepresentations and Warranties\n\nSECTION 3.01\nOrganization; Powers\n55\n\nSECTION 3.02\nAuthorization; Enforceability\n55\n\nSECTION 3.03\nGovernmental Approvals; No Conflicts\n55\n\nSECTION 3.04\nFinancial Condition; No Material Adverse Change\n55\n\nSECTION 3.05\nProperties; Intellectual Property\n56\n\nSECTION 3.06\nLitigation and Environmental Matters\n56\n\nSECTION 3.07\nCompliance with Laws and Agreements\n56\n\nSECTION 3.08\nInvestment Company Status\n56\n\nSECTION 3.09\nTaxes\n56\n\nSECTION 3.10\nERISA\n57\n\nSECTION 3.11\nDisclosure\n57\n\nSECTION 3.12\nNo Default\n57\n\nSECTION 3.13\nSolvency\n57\n\nSECTION 3.14\nInsurance\n57\n\n-i-\n\nPage\n\nSECTION 3.15\nCapitalization and Subsidiaries\n57\n\nSECTION 3.16\nSecurity Interest in Collateral\n58\n\nSECTION 3.17\nEmployment Matters\n58\n\nSECTION 3.18\nMargin Regulations\n58\n\nSECTION 3.19\nAnti-Corruption and Anti-Terrorism Laws and Sanctions\n58\n\nSECTION 3.20\nFederal Reserve Regulations\n58\n\nSECTION 3.21\nEEA Financial Institution\n59\n\nSECTION 3.22\nPlan Assets; Prohibited Transactions\n59\n\nARTICLE\nIV.\n\nConditions\n\nSECTION 4.01\nEffective Date\n59\n\nSECTION 4.02\nEach Credit Event\n61\n\nARTICLE\nV.\n\nAffirmative\nCovenants\n\nSECTION 5.01\nFinancial Statements; and Other Information\n61\n\nSECTION 5.02\nNotices of Material Events\n63\n\nSECTION 5.03\nExistence; Conduct of Business\n63\n\nSECTION 5.04\nPayment of Obligations\n64\n\nSECTION 5.05\nMaintenance of Properties\n64\n\nSECTION 5.06\nBooks and Records; Inspection Rights\n64\n\nSECTION 5.07\nCompliance with Laws\n64\n\nSECTION 5.08\nUse of Proceeds and Letters of Credit\n64\n\nSECTION 5.09\nInsurance\n65\n\nSECTION 5.10\nAdditional Subsidiaries\n65\n\nSECTION 5.11\nAdditional Collateral; Further Assurances\n66\n\nSECTION 5.12\nAccuracy of Information\n66\n\nSECTION 5.13\nPost-Closing Covenant\n66\n\nSECTION 5.14\n[Section Intentionally Omitted]\n66\n\nARTICLE\nVI.\n\nNegative\nCovenants\n\nSECTION 6.01\nIndebtedness\n67\n\nSECTION 6.02\nLiens\n69\n\nSECTION 6.03\nFundamental Changes\n70\n\nSECTION 6.04\nInvestments, Loans, Advances, Guarantees and Acquisitions\n71\n\nSECTION 6.05\nSwap Agreements\n73\n\nSECTION 6.06\nRestricted Payments\n73\n\nSECTION 6.07\nTransactions with Affiliates\n75\n\nSECTION 6.08\nRestrictive Agreements\n76\n\nSECTION 6.09\nAmendment to Subordinated Indebtedness; Material Documents; Fiscal Year\n77\n\nSECTION 6.10\nConsolidated Total Net Leverage Ratio\n77\n\nSECTION 6.11\nSale and Leaseback Transaction\n77\n\nSECTION 6.12\nAsset Sales\n77\n\nARTICLE\nVII.\n\nEvents\nof Default\n\nARTICLE\nVIII.\n\nThe\nAdministrative Agent\n\nSECTION 8.01\nAuthorization and Action\n81\n\nSECTION 8.02\nAdministrative Agent’s Reliance, Indemnification, Etc\n83\n\nSECTION 8.03\nPosting of Communications\n84\n\nSECTION 8.04\nThe Administrative Agent Individually\n85\n\nSECTION 8.05\nSuccessor Administrative Agent\n85\n\n-ii-\n\nPage\n\nSECTION 8.06\nAcknowledgements of Lenders and Issuing Banks\n86\n\nSECTION 8.07\nCollateral Matters\n88\n\nSECTION 8.08\nCredit Bidding\n88\n\nSECTION 8.09\nCertain ERISA Matters\n89\n\nARTICLE\nIX.\n\nMiscellaneous\n\nSECTION 9.01\nNotices\n90\n\nSECTION 9.02\nWaivers; Amendments\n92\n\nSECTION 9.03\nExpenses; Indemnity; Damage Waiver\n94\n\nSECTION 9.04\nSuccessors and Assigns\n95\n\nSECTION 9.05\nSurvival\n98\n\nSECTION 9.06\nCounterparts; Integration; Effectiveness; Electronic Execution\n98\n\nSECTION 9.07\nSeverability\n99\n\nSECTION 9.08\nRight of Setoff\n99\n\nSECTION 9.09\nGoverning Law; Jurisdiction; Consent to Service of Process\n100\n\nSECTION 9.10\nWAIVER OF JURY TRIAL\n100\n\nSECTION 9.11\nHeadings\n101\n\nSECTION 9.12\nConfidentiality\n101\n\nSECTION 9.13\nSeveral Obligations; Nonreliance; Violation of Law\n101\n\nSECTION 9.14\nUSA PATRIOT Act\n102\n\nSECTION 9.15\nDisclosure\n102\n\nSECTION 9.16\nAppointment for Perfection\n102\n\nSECTION 9.17\nInterest Rate Limitation\n102\n\nSECTION 9.18\nNo Fiduciary Duty, etc\n102\n\nSECTION 9.19\nMarketing Consent\n103\n\nSECTION 9.20\nAcknowledgement and Consent to Bail-In of Affected Financial Institutions\n103\n\nSECTION 9.21\nAcknowledgement Regarding Any Supported QFCs\n103\n\nARTICLE\nX.\n\nLOAN\nGUARANTY\n\nSECTION 10.01\nGuaranty\n104\n\nSECTION 10.02\nGuaranty of Payment\n104\n\nSECTION 10.03\nNo Discharge or Diminishment of Loan Guaranty\n104\n\nSECTION 10.04\nDefenses Waived\n105\n\nSECTION 10.05\nRights of Subrogation\n105\n\nSECTION 10.06\nReinstatement; Stay of Acceleration\n105\n\nSECTION 10.07\nInformation\n105\n\nSECTION 10.08\nTermination\n105\n\nSECTION 10.09\nTaxes\n106\n\nSECTION 10.10\nMaximum Liability\n106\n\nSECTION 10.11\nContribution\n106\n\nSECTION 10.12\nLiability Cumulative\n107\n\nSECTION 10.13\nKeepwell\n107\n\nSECTION 10.14\nRelease of Guarantors\n107\n\n-iii-\n\nSCHEDULES:\n\n**Schedule 1.01**\n\n**Existing Letters of Credit**\n\nSchedule 2.01\n–\nCommitments\n\nSchedule 3.05\n–\nProperties; Intellectual Property\n\nSchedule 3.06\n–\nDisclosed Matters\n\nSchedule 3.14\n–\nInsurance\n\nSchedule 3.15\n–\nSubsidiaries\n\nSchedule 4.01(b)\n–\nCollateral Documents\n\nSchedule 5.13\n–\nPost-Closing Covenant\n\nSchedule 6.01\n–\nExisting Indebtedness\n\nSchedule 6.02\n–\nExisting Liens\n\nSchedule 6.04\n–\nExisting Investments\n\nSchedule 6.08\n–\nExisting Restrictions\n\nEXHIBITS:\n\nExhibit A\n–\nForm of Assignment and Assumption\n\nExhibit B\n–\nCompliance Certificate\n\nExhibit C\n–\nJoinder Agreement\n\nExhibit D-1\n–\nU.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)\n\nExhibit D-2\n–\nU.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)\n\nExhibit D-3\n–\nU.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)\n\nExhibit D-4\n–\nU.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)\n\nExhibit E\n–\nForm of Increasing Lender Supplement – Existing Lender\n\nExhibit F\n–\nForm of Augmenting Lender Supplement – New Lender\n\nExhibit G\n–\nForm of Borrowing Request\n\nExhibit H\n–\nForm of Solvency Certificate\n\nExhibit I\n–\nForm of Note\n\nExhibit J\n–\nForm of Interest Election Request\n\n-iv-\n\nCREDIT AGREEMENT dated\nas of March 31, 2020 (the “**Effective Date**”) (as it may be amended, modified, restated, or otherwise supplemented\nfrom time to time, this “**Agreement**”), among ALCLEAR HOLDINGS, LLC, a Delaware limited liability company, as\nthe Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.\n\nWHEREAS, the Borrower has\nrequested that the Lenders extend credit to the Borrower in the form of a revolving credit facility (including a letter of credit subfacility)\nin an aggregate principal amount of $50,000,000 (which was increased to $100,000,000 as\nof the First Amendment Effective Date pursuant to the First Amendment) pursuant to this\nAgreement; and\n\nWHEREAS, the proceeds of\nBorrowings hereunder will be used for working capital and other general corporate purposes of the Borrower and the Subsidiaries (including\nPermitted Acquisitions, Capital Expenditures, and other Investments and Restricted Payments, in each case, to the extent permitted under\nthis Agreement).\n\nNOW, THEREFORE, the parties\nhereto agree as follows:\n\nARTICLE I.\n\nDefinitions\n\nSECTION 1.01 Defined\nTerms. As used in this Agreement, the following terms have the meanings specified below:\n\n“**ABR**”,\nwhen used in reference to **(a) a rate of interest, refers to the Alternate\nBase Rate, and (b)**any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, is\nbearing**bear** interest at a rate determined by\nreference to the Alternate Base Rate.\n\n“**Acquisition**”\nmeans any transaction or series of related transactions by the Borrower or its Subsidiaries resulting, directly or indirectly, in (a)\nthe acquisition of all or substantially all of the assets of any Person (other than an existing Subsidiary), or any business or division\nof any Person (other than an existing Subsidiary), (b) the acquisition of in excess of fifty percent (50%) of the stock (or other Equity\nInterests) with ordinary voting power of any Person (other than an existing Subsidiary), or (c) the acquisition of another Person (other\nthan an existing Subsidiary) by a merger, amalgamation or consolidation or any other combination with such Person.\n\n“**Adjusted Daily\nSimple SOFR**” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that if\nthe Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the\npurposes of this Agreement.\n\n“**Adjusted Term\nSOFR Rate**” means for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period,\nplus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be\ndeemed to be equal to the Floor for the purposes of this Agreement.\n\n“**Administrative\nAgent**” means JPMorgan Chase Bank, N.A. in its capacity as administrative agent for the Lenders hereunder, and any successor\nadministrative agent as provided in Article VIII.\n\n“**Administrative\nQuestionnaire**” means an Administrative Questionnaire in a form supplied by the Administrative Agent.\n\n“**Affected Financial\nInstitution**” means (a) any EEA Financial Institution or (b) any UK Financial Institution.\n\n“**Affiliate**”\nmeans, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or\nis Controlled by or is under common Control with the Person specified.\n\n1\n\n“**Agent Indemnitee**”\nhas the meaning assigned to it in Section 9.03(c).\n\n“**Aggregate\nCredit Exposure**” means, at any time, the aggregate Credit Exposure of all the Lenders at such time.\n\n“**Agreement**”\nhas the meaning assigned to it in the introductory paragraph of this Agreement.\n\n“**Alternate\nBase Rate**” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,\n(b) the NYFRB Rate in effect on such day plus ½ of 1%, and (c) the Adjusted Term SOFR Rate for a one-month Interest Period\nas published two (2) U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business\nDay, the immediately preceding U.S. Government Securities Business Day) plus 1%, provided that, for the purpose of this definition,\nthe Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on\nsuch day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term\nSOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted\nTerm SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted\nTerm SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14\n(for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate\nBase Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For\nthe avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 2.00%, such rate shall be\ndeemed to be 2.00% for purposes of this Agreement.\n\n“**Ancillary\nDocument**” has the meaning assigned to it in Section 9.06(b).\n\n“**Anti-Corruption\nLaws**” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from\ntime to time concerning or relating to bribery or corruption.\n\n“**Applicable\nPercentage**” means, at any time with respect to any Lender, a percentage equal to a fraction the numerator of which is such\nLender’s Commitment at such time and the denominator of which is the aggregate Commitments at such time (provided that if\nthe Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the\nAggregate Credit Exposure at such time); provided that, in accordance with Section 2.20, so long as any Lender shall be\na Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations above.\n\n“**Applicable\nRate**” means, for any day, with respect to any Loan, (**i)\nprior to (but not including) the Fourth Amendment Effective Date (**a) 1.50% *per annum* in the case of ABR Loans and (b)\n2.50% in the case of Term Benchmark Loans **and (ii) from and after the\nFourth Amendment Effective Date, (a) 0.50% per annum in the case of ABR Loans and (b) 1.50% in the case of Term Benchmark Loans**.\n\n“**Approved Electronic\nPlatform***”*has the meaning assigned to it in Section 8.03(a)*.*\n\n“**Approved Fund**”\nhas the meaning assigned to it in Section 9.04(b).\n\n“**Assignment\nand Assumption**” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent\nof any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other\nform (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.\n\n“**Augmenting\nLender**” has the meaning assigned to such term in Section 2.22(a).\n\n“**Availability\nPeriod**” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the\ndate of termination of the Commitments **(and, if such day is not a Business\nDay, then on the immediately preceding Business Day)**.\n\n2\n\n“**Available\nTenor**” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor\nfor such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component\nthereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for\ndetermining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including,\nfor the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period”\npursuant to clause (e) of Section 2.14.\n\n“**Bail-In Action**”\nmeans the exercise of any Write-Down and Conversion Powers by the applicable Affected Resolution Authority in respect of any liability\nof an Affected Financial Institution.\n\n“**Bail-In Legislation**”\nmeans (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament\nand of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time\nto 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\nBanking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the\nresolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation,\nadministration or other insolvency proceedings).\n\n“**Banking Services**”\nmeans each and any of the following bank services provided to any Loan Party or any Subsidiary by any Lender or any of its Affiliates:\n(a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards),\n(b) stored value cards, (c) merchant processing services, and (d) treasury management services (including, without limitation, controlled\ndisbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository\nnetwork services and cash pooling services).\n\n“**Banking Services\nObligations**” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent and\nhowsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions\ntherefor) in connection with Banking Services.\n\n“**Bankruptcy\nCode**” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any\nsuccessor thereto, as hereafter amended.\n\n“**Bankruptcy\nEvent**” means, with respect to any Person, when such Person becomes the subject of a voluntary or involuntary bankruptcy\nor insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors\nor similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination\nof the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any\nsuch proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof; *provided* that a Bankruptcy\nEvent shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental\nAuthority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction\nof courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or\nsuch Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.\n\n“**Benchmark**”\nmeans, initially, with respect to any (i) RFR Loan, the Daily Simple SOFR or (ii) Term Benchmark Loan, the Term SOFR Rate; provided\nthat if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or\nTerm SOFR Rate, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement\nto the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.14.\n\n“**Benchmark\nReplacement**” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by\nthe Administrative Agent for the applicable Benchmark Replacement Date:\n\n3\n\n(1) the\nAdjusted Daily Simple SOFR; or\n\n(2) the\nsum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for\nthe then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of\na replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or\nthen-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for\ndollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement\nAdjustment.\n\nIf the Benchmark Replacement\nas determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor\nfor the purposes of this Agreement and the other Loan Documents.\n\n“**Benchmark\nReplacement Adjustment**” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark\nReplacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread\nadjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that\nhas been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i)\nany selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement\nof such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement\nDate and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining\nsuch spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated\nsyndicated credit facilities at such time.\n\n“**Benchmark\nReplacement Conforming Changes**” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical,\nadministrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business\nDay,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,”\ntiming and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation\nnotices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters)\nthat the Administrative Agent decides in its reasonable discretion, may be appropriate to reflect the adoption and implementation of such\nBenchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market\npractice (or, if the Administrative Agent decides in its reasonable discretion that adoption of any portion of such market practice is\nnot administratively feasible or if the Administrative Agent reasonably determines that no market practice for the administration of such\nBenchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection\nwith the administration of this Agreement and the other Loan Documents).\n\n“**Benchmark\nReplacement Date**” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such\nthen-current Benchmark:\n\n(1) in\nthe case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement\nor publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component\nused in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component\nthereof); or\n\n(2) in\nthe case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published\ncomponent used in the calculation thereof) has been **or, if such Benchmark\nis a term rate, all Available Tenors of such Benchmark (or such component thereof) have been,**determined and announced by the\nregulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that\nsuch non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3)\nand even\n\n4\n\nif **such Benchmark (or such component thereof) or, if such Benchmark\nis a term rate,**any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.\n\nFor the avoidance of\ndoubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference\nTime in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for\nsuch determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1)\nor (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all\nthen-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).\n\n“**Benchmark\nTransition Event**” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect\nto such then-current Benchmark:\n\n(1) a\npublic statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used\nin the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark\n(or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is\nno successor administrator that will continue to provide **such Benchmark\n(or such component thereof) or, if such Benchmark is a term rate,**any Available Tenor of such Benchmark (or such component\nthereof);\n\n(2)\na public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published\ncomponent used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official\nwith jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator\nfor such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator\nfor such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased\nor will cease to provide **such Benchmark (or such component thereof) or,\nif such Benchmark is a term rate,**all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely;\nprovided that, at the time of such statement or publication, there is no successor administrator that will continue to provide\n**such Benchmark (or such component thereof) or, if such Benchmark is a\nterm rate,**any Available Tenor of such Benchmark (or such component thereof); or\n\n(3) a\npublic statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published\ncomponent used in the calculation thereof) announcing that **such Benchmark\n(or such component thereof) or, if such Benchmark is a term rate,**all Available Tenors of such Benchmark (or such component\nthereof) are no longer, or as of a specified future date will no longer be, representative.\n\nFor the avoidance of doubt,\na “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication\nof information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component\nused in the calculation thereof).\n\n“**Benchmark\nUnavailability Period**” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark\nReplacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced\nsuch then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending\nat the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document\nin accordance with Section 2.14.\n\n“**Beneficial\nOwnership Certification**” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership\nRegulation.\n\n5\n\n“**Beneficial\nOwnership Regulation**” means 31 C.F.R. § 1010.230.\n\n“**Benefit Plan**”\nmeans any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b)\na “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets\ninclude (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets\nof any such “employee benefit plan” or “plan”.\n\n“**Board**”\nmeans the Board of Governors of the Federal Reserve System of the United States of America.\n\n“**Borrower**”\nmeans Alclear Holdings, LLC, a Delaware limited liability company.\n\n“**Borrowing**”\nmeans Loans of the same Type made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single\nInterest Period is in effect.\n\n“**Borrowing\nRequest**” means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially in\nthe form of Exhibit G or any other form approved by the Administrative Agent.\n\n“**Business Day**”\nmeans, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition\nto the foregoing, a Business Day shall be (a) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements\nor payments of any such RFR Loan, or any other dealings of such RFR Loan and (b) in relation to Loans referencing the Adjusted Term SOFR\nRate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term\nSOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, any such day that is only a U.S. Government Securities\nBusiness Day.\n\n“**Capital Expenditures**”\nmeans, without duplication, for any period, with respect to any Person, the aggregate of all expenditures (whether paid in cash or accrued\nas liabilities) during such period by such Person for the acquisition or leasing (pursuant to a finance lease) of fixed or capital assets\nor additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized\nunder GAAP on a consolidated balance sheet of such Person, but excluding (i) the purchase price of equipment that is purchased contemporaneously\nwith the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by\nthe seller of such equipment for the equipment being traded in at such time, (ii) Permitted Acquisitions and other Investments permitted\npursuant to Section 6.04, (iii) any expenditures which are contractually required to be, and are, reimbursed to the Loan Parties in cash\nby a third party (including landlords) during such period of calculation and (iv) any expenditures financed with the Net Proceeds received\nby the Borrower from the issuance of any of its Qualified Equity Interests.\n\n“**Capitalized\nSoftware Expenditures**” means, for any period, the aggregate amount of all expenditures (whether paid in cash or accrued\nas liabilities) by any Person during such period in respect of purchased software or internally developed software and software enhancements\nthat, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet (excluding the\nfootnotes thereto) of such Person.\n\n“**Cash Equivalents**”\nmeans:\n\n(a) Dollars;\n\n(b) direct\nobligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or any agency\nor instrumentality thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case\nmaturing within one year from the date of acquisition thereof;\n\n(c) investments in commercial paper maturing within one year from the date\nof acquisition thereof and having, at such date of acquisition, a rating of at least P-2 (or the equivalent thereof) by\n\n6\n\nMoody’s or at least A-2 (or the equivalent thereof) by S&P, or if at the time neither\nis issuing comparable ratings then a comparable rating of another nationally recognized statistical rating organization;\n\n(d) investments\nin certificates of deposit, bankers acceptances and time deposits maturing within one year from the date of acquisition thereof issued\nor guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized\nunder the laws of the United States or any State thereof which has a combined capital and surplus and undivided profits of not less than\n$500,000,000;\n\n(e) fully\ncollateralized repurchase agreements with a term of not more than 30 days for securities described in clause (b) above and entered into\nwith a financial institution satisfying the criteria described in clause (d) above;\n\n(f) money\nmarket funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated\nAAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000;\n\n(g) Indebtedness\nissued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or, if at\nthe time, neither is issuing comparable ratings, then a comparable rating of another nationally recognized statistical rating organization)\nmaturing with one year from the date of acquisition thereof;\n\n(h) bills\nof exchange issued in the United States, Canada or a member state of the European Union eligible for rediscount at the relevant central\nbank and accepted by a bank (or any dematerialized equivalent);\n\n(i) interests\nin any investment company, money market or enhanced high yield fund which invests at least 95% of its assets in instruments of the type\nspecified in clauses (a) through (h) above;\n\n(j) instruments\nand investments of the type and maturity described in clause (a) through (i) denominated in any foreign currency or of foreign obligors,\nwhich investments or obligors are, in the reasonable judgment of the Borrower, comparable in investment quality to those referred to above;\n\n(k) the\nmarketable securities portfolio owned by the Borrower or its direct or indirect Subsidiaries on the Effective Date or as otherwise approved\nby the Administrative Agent from time to time in its reasonable discretion;\n\n(l) Investments\nmade pursuant to the Borrower’s investment policy from time to time to the extent such investment policy (and any amendments thereto)\nis not materially adverse to the interests of the Lenders and has been approved by the Administrative Agent from time to time in its reasonable\ndiscretion; and\n\n(m) solely\nwith respect to any Subsidiary that is a Foreign Subsidiary, investments of comparable tenor and credit quality to those described in\nthe foregoing clauses (b) through (k) customarily utilized in countries in which such Foreign Subsidiary operates for short term cash\nmanagement purposes.\n\n“**CFC**” means a “controlled\nforeign corporation” within the meaning of Section 957 of the Code in which any Loan Party is a “United States shareholder”\nwithin the meaning of Section 951(b) of the Code.\n\n“**Change in\nControl**” means (a) at any time prior to an Initial Public Offering, any combination of Permitted Holders shall fail to own\nbeneficially (within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act as in effect on the Effective Date), directly or indirectly,\nin the aggregate, Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the issued and\noutstanding Equity Interests of the Borrower or (b) at any time on and after an Initial Public Offering, any person or “group”\n(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Effective Date), but excluding (x) any employee\n\n7\n\nbenefit plan of such\nperson and its Subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of\nany such plan and (y) any combination of Permitted Holders, shall have, directly or indirectly, acquired beneficial ownership of\nEquity Interests representing 35% or more of the aggregate voting power represented by the issued and outstanding Equity Interests\nof the Relevant Public Company and the Permitted Holders shall own, directly or indirectly, less than such person or\n“group” of the aggregate voting power represented by the issued and outstanding Equity Interests of the Relevant Public\nCompany. In addition, notwithstanding the foregoing, (1) a transaction in which the Borrower becomes a subsidiary of another person\n(such person, the “**New Parent**”) in connection with any reorganization in preparation of an Initial Public\nOffering, shall not constitute a Change in Control under clause (a) above to the extent any combination of Permitted Holders shall\nown beneficially (within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act as in effect on the Effective Date), directly or\nindirectly, in the aggregate, Equity Interests representing at least a majority of the aggregate ordinary voting power represented\nby the issued and outstanding Equity Interests of the Borrower and (2) a person or group shall not be deemed to have beneficial\nownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement (or voting or option\nagreement related thereto) prior to the consummation of the transactions contemplated by such agreement.\n\n“**Change in\nLaw**” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such\nLender becomes a party to this Agreement) of any of the following: (a) the adoption of or taking effect of any law, rule, regulation or\ntreaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application\nthereof by any Governmental Authority or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b),\nby any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request,\nguideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date\nof this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer\nProtection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the\nimplementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International\nSettlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities,\nin each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,\nadopted, issued or implemented. Notwithstanding anything in the foregoing to the contrary, none of the Administrative Agent nor any Lender\nshall be required to disclose any information related to similarly situated customers, comparable provisions of similar agreements or\notherwise that the Administrative Agent or such Lender (as applicable), in its sole discretion, deems proprietary, privileged or confidential,\nand the Administrative Agent’s or applicable Lender's failure to provide such information shall not preclude it from asserting that\nsuch other customer is similarly situated under a similar agreement to the Borrower.\n\n“**Charges**”\nhas the meaning assigned to such term in Section 9.17.\n\n“**CME Term SOFR\nAdministrator**” means CME Group Benchmark Administration Limited as administrator of the forward-looking term SOFR (or a\nsuccessor administrator).\n\n“**Code**”\nmeans the U.S. Internal Revenue Code of 1986, as amended.\n\n**“Collateral”**\nmeans any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of\nany Loan Party, now existing or hereafter acquired, that may at any time be, become or be intended to be, subject to a security interest\nor Lien in favor of the Administrative Agent, on behalf of itself and other Secured Parties, to secure the Secured Obligations; provided\nthat Collateral shall not include any Excluded Property.\n\n**“Collateral\nDocuments”** means, collectively, the Security Agreement, the Mortgages and all other agreements, instruments and documents\nexecuted in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including,\nall other security agreements, pledge agreements, mortgages, deeds of trust, pledges, powers of attorney relating to any of the foregoing\nand collateral\n\n8\n\nassignments or similar collateral documents whether heretofore, now or hereafter executed by any Loan Party and delivered\nto the Administrative Agent.\n\n“**Commercial\nLC Exposure**” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding commercial Letters of Credit\n*plus* (b) the aggregate amount of all LC Disbursements relating to commercial Letters of Credit that have not yet been reimbursed\nby or on behalf of the Borrower. The Commercial LC Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate\nCommercial LC Exposure at such time.\n\n**“Commitment”**\nmeans, with respect to each Lender, the initial amount of each Lender’s Commitment set forth on Schedule 2.01 opposite such\nLender’s name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section\n9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender\nshall have assumed its Commitment, as applicable, as such commitment may be reduced or increased from time to time pursuant to (a) Section\n2.09(a),(b) assignments by or to such Lenders pursuant to Section 9.04 and (c) and increased from time to time\npursuant to Section 2.22; provided that at no time shall the Credit Exposure of any Lender exceed its Commitment. As of the First**Fourth**\nAmendment Effective Date, the initial aggregate amount of the Lenders’\nCommitment is $100,000,000**50,000,000**.\n\n“**Commodity\nExchange Act**” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor\nstatute.\n\n“**Communications**”\nhas the meaning assigned to such term in Section 8.03(c).\n\n“**Compliance\nCertificate**” means a certificate of a Financial Officer in substantially the form of Exhibit B.\n\n“**Competitor**”\nmeans any Person (a) that is an operating company directly and primarily engaged in substantially similar business operations as the Borrower\nand (b) any of such Person’s subsidiaries in each case identified in writing to the Administrative Agent from time to time.\n\n“**Competitor\nController**” means any (a) direct or indirect parent company of a Competitor to the extent\nreasonably identifiable on the basis of such parent’s name and (b) Person that is Controlled by such Competitor in each case\nidentified in writing to the Administrative Agent, excluding in each case of (a) and (b) any Person that is a financial institution, a\ndebt fund or an investment vehicle that is engaged in the business of making, purchasing, holding or otherwise investing in loans, notes,\nbonds and similar extensions of credit or securities in the ordinary course of business to or of unaffiliated third parties.\n\n“**Connection\nIncome Taxes**” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are\nfranchise Taxes or branch profits Taxes.\n\n“**Consolidated**”\nor “**consolidated**” means, with reference to any term defined herein, that term as applied to the accounts of\nthe Borrower and its Subsidiaries, consolidated in accordance with GAAP.\n\n“**Consolidated\nEBITDA**” means, with reference to any period, Consolidated Net Income for such period plus\n\n(a) without\nduplication and, except with respect to amounts added back pursuant to clauses (xii) (solely in the case of amounts constituting the proceeds\nof business interruption insurance that are not already included in Consolidated Net Income), (xv) or (xvii), to the extent deducted (and\nnot added back) in determining such Consolidated Net Income for such period,\n\n(i) Consolidated Interest Expense\n(including net losses (or gains) on Swap Obligations or other derivative instruments entered into for the purpose of hedging interest\nrate risk, unused line fees, letter of credit fees, facing fees and bank guaranty fees), net of interest income;\n\n9\n\n(ii) the provision for taxes based\non income, revenue, profits or capital, including federal, foreign, state, local, franchise, excise, value added and similar taxes paid\nor accrued during such period (including in respect of repatriated funds and any future taxes or other levies which replace or are intended\nto be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations and any Tax Distributions\npermitted hereunder) net of any tax credits;\n\n(iii) depreciation expense and amortization\nexpense;\n\n(iv) impairment of goodwill and\nother long-lived assets;\n\n(v) fees, costs and expenses incurred\nduring such period in connection with any issuances of Equity Interests, any Permitted Acquisitions, sale of assets outside the ordinary\ncourse of business, Restricted Payments permitted under Section 6.06, any Indebtedness permitted under Section 6.01 and Investments permitted\nunder Section 6.04(a), whether consummated or not consummated, during such period;\n\n(vi) any loss from any sale of long-lived\nassets outside the ordinary course of business;\n\n(vii) non-cash equity-based compensation\nexpenses for such period;\n\n(viii) fees and expenses incurred\nduring such period in connection with the Loan Documents and the Transactions;\n\n(ix) extraordinary, unusual or non-recurring\nlosses or expenses;\n\n(x) the amount of any non-controlling\nor minority interest expense consisting of Subsidiary income attributable to minority Equity Interests of third parties in any non-wholly\nowned Subsidiary;\n\n(xi) the amount of unamortized fees,\ncosts, prepayment premiums and expenses previously paid in cash and capitalized and subsequently expensed in connection with the repayment\nof Indebtedness and any required prepayment premiums in connection therewith during such period;\n\n(xii) proceeds of business interruption\ninsurance and any expenses and payments covered by third party indemnification, insurance, reimbursement, guaranty, purchase price adjustment\nor similar arrangement, or otherwise reimbursed or reimbursable by a third party, to the extent that such expenses and payments have been\npaid or reimbursed in cash during such period;\n\n(xiii) the amount of any cash restructuring\nand similar charges, severance costs, lease termination costs, retention, recruiting and relocation costs, integration and other business\noptimization expenses, signing costs, retention or completion bonuses, stock-option or equity-based compensation expenses, transition\ncosts, costs related to the closure or consolidation of facilities, future lease commitments and curtailments or modifications to pension\nand post-retirement employee benefit plans (including any settlement of pension liabilities), including, without limitation, any one-time\nexpense relating to enhanced accounting function or other transaction costs, and other one-time expenses not otherwise added back to Consolidated\nEBITDA;\n\n(xiv) the amount of “run-rate”\ncost savings, synergies and operating expense reductions (the “**Cost Savings**”) realized or projected by the Borrower\nin good faith and certified by a Financial Officer of the Borrower in writing to result from actions taken or with respect to which substantial\nsteps have been taken prior to the last day of such measurement period (or\n\n10\n\nreasonably anticipated to be taken or initiated within twelve\n(12) months after the date of the relevant event or transaction) with respect to integrating, consolidating or discontinuing operations,\nheadcount reductions or closure of facilities, or otherwise, in each case resulting from acquisitions (whether before or after the Effective\nDate), dispositions outside the ordinary course of business permitted hereunder, restructurings or cost savings initiatives, which cost\nsavings, synergies and operating expense reductions shall be calculated on a Pro Forma Basis as though they had been realized on the first\nday of such period, net of the amount of actual benefits realized during such period from such actions that are otherwise included in\nthe calculation of Consolidated EBITDA; *provided* that (i) a Financial Officer of the Borrower shall have provided a reasonably\ndetailed statement or schedule of such Cost Savings and shall have certified to Administrative Agent that such cost savings, synergies,\noperating improvements and operating expense reductions, as the case may be, are directly attributable to the applicable transaction or\ninitiative, reasonably identifiable, factually supportable and projected by the Borrower in good faith to result from actions that have\nbeen taken or are expected to be taken (in the good faith determination of the Borrower), within twelve (12) months after the relevant\ntransaction or initiative, and (ii) the aggregate amount of all add-backs pursuant to this clause (xiv) shall not exceed 15% of Consolidated\nEBITDA (calculated before giving effect to this clause (xiv)) for such twelve (12) month period;\n\n(xv) the net amount, if any, by\nwhich consolidated deferred revenues increased during such period;\n\n(xvi) to the extent not already\ncovered in clauses (a)(i) through (a)(xiv) above, all other non-cash charges, write-downs, expenses, losses or other similar items for\nsuch period, including the impact of purchase accounting;\n\n(xvii) currency translation losses\nrelated to currency remeasurements of assets or liabilities (including the net loss resulting from hedging agreements for currency exchange\nrisk and revaluations of intercompany balances); and\n\n(xviii) expenses, charges, costs, accruals,\nreserves and losses (including during the planning, pre-opening and start-up periods) incurred in connection with (A) de novo locations\nand locations newly acquired in a Permitted Acquisition or other permitted Investments and (B) new lines of business and other strategic\ninitiatives in an amount not to exceed 10% of Consolidated EBITDA (calculated after giving effect to this clause (xviii)).\n\nminus (b) without duplication and\nexcept with respect to clauses (iii) and (vii) to the extent included in such Consolidated Net Income for such period, (i) any cash payments\nmade during such period in respect of items described in clauses (a)(vi), (a)(vii), (a)(ix) or (a)(xvi) above subsequent to the fiscal\nquarter in which the relevant non-cash expenses or losses were taken or incurred, (ii) extraordinary, unusual or non-recurring income\nor gains, (iii) currency translation gains related to currency remeasurements of assets or liabilities (including the net gain resulting\nfrom hedging agreements for currency exchange risk and revaluations of intercompany balances), (iv) gains on disposal of long-lived assets\noutside the ordinary course of business, and (v) the net amount, if any, by which consolidated deferred revenues decreased during such\nperiod.\n\nFor the purposes of calculating\nConsolidated EBITDA for any Reference Period, (x) if at any time during such Reference Period the Borrower or any Subsidiary shall have\nmade any sale or disposition of assets or series of related sales or dispositions of assets (other than to any Loan Party), the Consolidated\nEBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets\nthat are the subject of such sale or disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA\n(if negative) attributable thereto for such Reference Period, and (y) if during such Reference Period the Borrower or any Subsidiary shall\nhave made any Permitted Acquisition or other Investments permitted hereunder, Consolidated EBITDA for such Reference Period shall be calculated\nafter giving effect thereto on a *pro forma* basis as if such Permitted Acquisition or other Investment (including the incurrence\nor assumption of any\n\n11\n\nIndebtedness in connection therewith) had occurred on the first day of such Reference Period, without duplicating\nany other add-back to Consolidated EBITDA.\n\n“**Consolidated\nFunded Debt**” means all Indebtedness of the types described in clauses (a) (solely with respect to obligations for borrowed\nmoney), (b), (e), (h) and (k), and, to the extent related to Indebtedness of such types, clauses (f) and (g) of the definition of “Indebtedness,”\nand all Guarantees in respect of any of the foregoing; *provided* that, with respect to such clauses (e) and (k), all obligations\nin respect of the deferred purchase price of property or services and obligations under any earn-out shall, in each case, be included\nonly if and to the extent such obligations remain unpaid following the due date thereof.\n\n“**Consolidated\nInterest Expense**” means, for any period, for the Borrower and its Subsidiaries calculated in accordance with GAAP on a consolidated\nbasis for such period (without duplication), all cash interest expense (including interest expense under Finance Lease Obligations that\nis treated as interest in accordance with GAAP and regularly scheduled dividends paid in cash for such period on or with respect to Disqualified\nEquity Interests) with respect to all outstanding Indebtedness of the Borrower and the Subsidiaries allocable to such period in accordance\nwith GAAP (including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under\ninterest rate Swap Agreements to the extent such costs are allocable to such period in accordance with GAAP) less interest income, excluding\n(a) one-time cash costs associated with breakage in respect of interest rate Swap Agreements, (b) any “additional interest”\nor “liquidated damages” with respect to securities for failure to comply with registration rights obligations, (c) penalties\nand interest relating to taxes, and (d) any expensing of bridge, commitment and other financing fees (including annual agency fees paid\nto any administrative agent or collateral agent under any credit facilities or the debt instruments or documents).\n\n“**Consolidated\nNet Income**” means, with reference to any period, the net income (or loss) of the Borrower and its Subsidiaries calculated\nin accordance with GAAP on a consolidated basis for such period; *provided*, *however*, that there will not be included in such\nConsolidated Net Income (without duplication): (a) the cumulative effect of a change in accounting principles; (b) any unrealized gains\nor losses in respect of Swap Obligations or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the\nfair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect\nof Swap Obligations; and (c) any recapitalization or purchase accounting effects including, but not limited to, adjustments to inventory,\nproperty and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and\nrelated authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Subsidiaries), as\na result of any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process\nresearch and development).\n\n“**Consolidated\nTotal Assets**” shall mean, as of any date of determination, the total amount of all assets of the Borrower and its Subsidiaries,\ndetermined on a consolidated basis in accordance with GAAP as of such date.\n\n“**Consolidated\nTotal Net Leverage Ratio**” means, as of the last day of any fiscal quarter, the ratio of (a) Consolidated Funded Debt as\nof such date, net of up to $50,000,000 of unrestricted cash and Cash Equivalents of the Borrower and the Guarantors as of such date, to\n(b) Consolidated EBITDA for the Reference Period ended on such date.\n\n“**Control**”\nmeans the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,\nwhether through the ability to exercise voting power, by contract or otherwise. “**Controlling**” and “**Controlled**”\nhave meanings correlative thereto.\n\n“**Corresponding\nTenor**” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment\nperiod having approximately the same length (disregarding business day adjustment) as such Available Tenor.\n\n“**Cost Savings**”\nhas the meaning assigned to it in the definition of “Consolidated EBITDA”.\n\n“**Covered\nEntity**” means any of the following:\n\n12\n\n(i)\na “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);\n\n(ii)\na “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.§ 47.3(b); or\n\n(iii)\na “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.§ 382.2(b).\n\n“**Covered Party**”\nhas the meaning assigned to it in Section 9.21(b).\n\n“**Credit Exposure**”\nmeans, with respect to any Lender, at any time, the sum of the aggregate outstanding principal amount of such Lender’s Loans and\nLC Exposure at such time.\n\n“**Credit Party**”\nmeans the Administrative Agent, each Issuing Bank or any other Lender.\n\n“**Daily\nSimple SOFR**” means, for any day (a “**SOFR Rate Day**”), a rate per annum equal to SOFR for the\nday (such day “**SOFR Determination Date**”) that is five (5) U.S. Government Securities Business Days prior\nto (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a\nU.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in\neach case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple\nSOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the\nBorrower. **If by 5:00 p.m. (New York City time) on the\nsecond (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Date, SOFR in respect of such SOFR\nDetermination Date has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to\nthe Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Date will be SOFR as published in respect of the first\npreceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website.**\n\n“**Debtor Relief\nLaws**” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,\nmoratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable\njurisdictions from time to time in effect and affecting the rights of creditors generally.\n\n“**Default**”\nmeans any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or\nwaived, become an Event of Default.\n\n“**Defaulting\nLender**” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to\n(i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit, (iii) pay over to any Credit Party\nany other amount required to be paid by it hereunder, or (iv) comply with its material obligations under this Agreement, unless, in the\ncase of clauses (i) and (iv) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s\ngood faith determination that a condition precedent to funding or other obligations (specifically identified and including the particular\ndefault, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement\nto the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing\nor public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically\nidentified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under\nother agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party,\nacting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations\n(and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit\nunder this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit\nParty’s (x) receipt of such certification in form and substance satisfactory to it and\n\n13\n\nthe Administrative Agent, and (y) becoming\ncompliant with its material obligations under this Agreement, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In\nAction.\n\n“**Default Right**”\nhas 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\napplicable.\n\n“**Deferred Acquisition\nObligations**” has the meaning set forth in Section 6.01(h).\n\n“**Disclosed\nMatters**” means the actions, suits, proceedings and the environmental matters disclosed in Schedule 3.06.\n\n“**Disqualified\nEquity Interests**” means Equity Interests that by their terms (or by the terms of any security into which they are\nconvertible or for which they are exchangeable), or upon the happening of any event, (a) require the payment of any dividends (other\nthan dividends payable solely in shares of Qualified Equity Interests), (b) mature or are mandatorily redeemable or subject to\nmandatory repurchase or redemption or repurchase at the option of the holders thereof, in whole or in part and whether upon the\noccurrence of any event, pursuant to a sinking fund obligation, on a fixed date or otherwise, prior to the date that is 91 days\nfollowing the then Latest Maturity Date at such time (other than upon (i) a “change in control” or (ii) an asset sale or\nsimilar event; provided that such “change in control”, asset sale or similar event results in the prior payment\nin full of the Obligations (other than the contingent obligations for which no claim has been made) and termination of the\nCommitments), or (c) are convertible or exchangeable, automatically or at the option of any holder thereof, into any debt securities\nor any Equity Interest referred to in clause (a) or (b) above, prior to the date that is 91 days following the then Latest Maturity\nDate at such time; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of the\nBorrower or any Subsidiary (or any parent entity thereof), such Equity Interests shall not constitute Disqualified Equity Interests\nsolely because they may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory\nor regulatory obligations or as a result of such employee’s termination, death or disability.\n\n“**Dividing Person**”\nhas the meaning assigned to it in the definition of “Division.”\n\n“**Division**” means the\ndivision of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons\n(whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant\nto which the Dividing Person may or may not survive.\n\n“**Division Successor**”\nmeans any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or\nobligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains\nany of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.\n\n“**Dollars**”,\n“**dollars**” or “**$**” refers to lawful money of the U.S.\n\n“**Domestic Subsidiary**”\nmeans a Subsidiary of Borrower or any other Loan Party to the extent such Subsidiary is organized under the laws of a jurisdiction located\nin the U.S.; provided, however, no Foreign Subsidiary Holding Company shall be considered a Domestic Subsidiary.\n\n“**ECP**”\nmeans an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated\nthereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.\n\n“**EEA Financial\nInstitution**” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA\nResolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a)\nof this definition, or (c) any institution established in an\n\n14\n\nEEA Member Country which is a subsidiary of an institution described in clauses\n(a) or (b) of this definition and is subject to consolidated supervision with its parent.\n\n“**EEA Member\nCountry**” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.\n\n“**EEA Resolution\nAuthority**” means any public administrative authority or any Person entrusted with public administrative authority of any\nEEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.\n\n“**Effective\nDate**” has the meaning assigned to it in the introductory paragraph of this Agreement.\n\n“**Electronic\nSignature**” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and\nadopted by a Person with the intent to sign, authenticate or accept such contract or record.\n\n“**Electronic\nSystem**” means any electronic system, including e-mail, e-fax, web portal access for the Borrower and any other Internet\nor extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent or the Issuing Bank and\nany of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.\n\n“**Environmental\nLaws**” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding\nagreements issued, promulgated or entered into by any Governmental Authority, relating in any way to (a) the environment, (b) preservation\nor reclamation of natural resources, (c) the management, Release or threatened Release of any Hazardous Material or (d) health and safety\nmatters.\n\n“**Environmental\nLiability**” means any liability, contingent or otherwise (including any liability for damages, costs of environmental\nremediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon\n(a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or\ndisposal of any Hazardous Materials, (c) any exposure to any Hazardous Materials, (d) the Release or threatened Release of\nany Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which\nliability is assumed or imposed with respect to any of the foregoing.\n\n“**Equity Interests**”\nmeans shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust\nor other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or\nacquire any of such equity interest, but excluding any debt securities convertible or exchangeable into any of the foregoing.\n\n“**ERISA**”\nmeans the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.\n\n“**ERISA Affiliate**”\nmeans any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section\n414(b) or (c) of the Code or Section 4001(a)(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code,\nis treated as a single employer under Section 414 of the Code.\n\n“**ERISA Event**”\nmeans (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with\nrespect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure to satisfy the “minimum\nfunding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the\nfiling pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding\nstandard with respect to any Plan; (d) the\n\n15\n\nincurrence by the Borrower or any ERISA Affiliate of any liability under Title IV\nof ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan\nadministrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)\nthe incurrence by the Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal of the Borrower\nor any ERISA Affiliate from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice,\nor the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition upon the Borrower\nor any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, in critical\nstatus or in reorganization, within the meaning of Title IV of ERISA.\n\n“**EU Bail-In\nLegislation Schedule**” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor\nPerson), as in effect from time to time.\n\n“**Events of\nDefault**” has the meaning assigned to such term in Article VII.\n\n“**Excluded Property**”\nhas the meaning assigned to such term in the Security Agreement.\n\n“**Excluded Subsidiary**”\nmeans (a) any Subsidiary that is by applicable law or regulation or contractual obligations existing on the date of this Agreement (or,\nin the case of any newly acquired or organized Subsidiary, in existence at the time of acquisition or organization but not entered into\nin contemplation thereof) prohibited from Guaranteeing the Obligations, (b) any Subsidiary with respect to which the Administrative Agent\nand the Borrower agree that the burden or cost or other consequences (including any material adverse tax consequences) of providing a\nGuarantee of the Obligations would be excessive in view of the practical benefits to be obtained by the Secured Parties therefrom, (c)\nany Foreign Subsidiary, (d) Subsidiary of a CFC, (e) any not-for-profit Subsidiary, (f) any Subsidiary that is a captive insurance company,\n(g) any Subsidiary that is a special purpose entity reasonably satisfactory to the Administrative Agent, (h) any Immaterial Subsidiary,\n**unless the Borrower elects by written notice to the Administrative Agent\nto cause such Immaterial Subsidiary to not be an Excluded Subsidiary,**(i) any joint venture that is not solely owned between\nor among the Borrower and its Subsidiaries (and was not a Guarantor prior to the creation of such joint venture) and (j) any Subsidiary\nthat is a broker-dealer or an investment company under the Investment Company Act of 1940.\n\n“**Excluded Swap\nObligation**” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the\nGuarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee\nthereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission\n(or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute\nan ECP at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect\nto such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply\nonly to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes\nillegal.\n\n“**Excluded Taxes**”\nmeans any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a\nRecipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,\n(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender,\nits applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other\nConnection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such\nLender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which\n(i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the\nBorrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant\nto Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before\nsuch Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s\nfailure to comply with Section 2.17(f) and (d) any withholding Taxes imposed under FATCA.\n\n**“Existing\nLetters of Credit” means each of the letters of credit descibred on Schedule 1.01 hereto.**\n\n16\n\n****\n\n“**FATCA**”\nmeans Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively\ncomparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and\nany agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted\npursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the\nCode.\n\n“**Federal Funds\nEffective Rate**” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions\nby depository institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published\non the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that, if the Federal Funds Effective\nRate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.\n\n“**Finance Lease\nObligations**” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other\narrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required, subject to\nSection 1.04, to be classified and accounted for as a balance sheet liability of such Person under GAAP, and the amount of such\nobligations shall be the capitalized amount thereof determined in accordance with GAAP. For the avoidance of doubt, an operating lease\nwill not be a Finance Lease Obligation.\n\n“**Financial\nOfficer**” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.\n\n“**Financial\nStatements**” means the financial statements to be furnished pursuant to Sections 5.01(a) and (b).\n\n“**First\nAmendment**” means that certain Amendment No. 1 to Credit Agreement, dated as of the First Amendment Effective Date, by and\namong the Borrower, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.\n\n“**First Amendment\nEffective Date**” means April 29, 2021.\n\n“**Flood Laws**”\nmeans, collectively, the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance\nReform Act of 1994 (amending 42 USC 4001, et seq.), and the Flood Insurance Reform Act of 2004, as such statutes may be amended or re-codified\nfrom time to time, any substitution therefor, and any regulations promulgated thereunder, and all other applicable laws relating to flood\ninsurance.\n\n“**Floor**”\nmeans the benchmark rate floor, if any, provided in this Agreement (as of the execution of this Agreement, the modification, amendment\nor renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as applicable.\nFor the avoidance of doubt, the initial Floor for each of the Adjusted Term SOFR Rate and the Adjusted Daily Simple SOFR shall be 1.00%.\n\n“**Foreign Lender**”\nmeans (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender\nthat is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.\n\n“**Foreign Subsidiary**”\nmeans any Subsidiary that is not a Domestic Subsidiary.\n\n“**Foreign Subsidiary Holding Company**”\nmeans a Subsidiary (a) substantially all of the assets of which are Equity Interests, or Equity Interests and Indebtedness, in one or\nmore CFCs or (b) that is treated as a disregarded entity for U.S. federal income tax purposes and holds Equity Interests in one or more\nCFCs.\n\n**“Fourth\nAmendment” means that certain Amendment No. 4 to Credit Agreement, dated as of the Fourth Amendment Effective Date, by and among\nthe Borrower, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.**\n\n17\n\n****\n\n**“Fourth\nAmendment Effective Date” means June 23, 2026.**\n\n“**GAAP**”\nmeans generally accepted accounting principles in the U.S.\n\n“**Governmental\nAuthority**” means the government of the United States, any other nation or any political subdivision thereof, whether state\nor local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,\njudicial, taxing, regulatory or administrative powers or functions of or pertaining to government.\n\n“**Guarantee**”\nof or by any Person (the “**guarantor**”) means any obligation, contingent or otherwise, of the guarantor guaranteeing\nor having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “**primary obligor**”)\nin any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay\n(or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply\nfunds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose\nof assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital\nor any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness\nor other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness\nor obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course\nof business.\n\n“**Guaranteed\nObligations**” has the meaning assigned to such term in Section 10.01.\n\n“**Guarantor\nPayment**” has the meaning assigned to such term in Section 10.11(a).\n\n“**Guarantors**”\nmeans the Loan Parties other than the Borrower (and solely in the context of Swap Agreement Obligations, the Borrower); the term “Guarantor”\nmeans each or any one of them individually.\n\n“**Hazardous\nMaterials**” means: (a) any substance, material, or waste that is included within the definitions of “hazardous\nsubstances,” “hazardous materials,” “hazardous waste,” “toxic substances,” “toxic\nmaterials,” “toxic waste,” or words of similar import in any Environmental Law; (b) those substances listed as\nhazardous substances by the United States Department of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments\nthereto) or by the Environmental Protection Agency (or any successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c)\nany substance, material, or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing\nmaterial, polychlorinated biphenyls, flammable, explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other\nagricultural chemical.\n\n“**Highest Owner\nTax Amount**” means, with respect to all direct or indirect owners of the Borrower, the direct or indirect owner receiving\nthe greatest proportionate allocation of taxable income attributable to its direct or indirect ownership of the Borrower and/or any of\nits Subsidiaries in the applicable tax period (or portion thereof) to which such payment relates (as a result of the application of Section\n704(c) of the Code or otherwise), and calculated by multiplying (x) the aggregate taxable income allocated to such owner (excluding the\ntax consequences resulting from any adjustment under Sections 743(b) and 734(b) of the Code) in such applicable taxable period (or portion\nthereof) by (y) the Hypothetical Tax Rate.\n\n“**Hypothetical\nTax Rate**” means the greater of (a) the combined marginal U.S. federal, state and local tax rate for an individual resident\nin New York, New York and (b) the highest combined marginal U.S. federal, state and local tax rate for a corporation that conducts no\nactivities other than the activities of Holdings, the Borrower and their Subsidiaries, in each case applicable to income and gain attributable\nto the Borrower and any entity in which Borrower directly or indirectly owns an interest, taking into account (where relevant) the holding\nperiod of assets held by the Borrower and any entity in which Borrower directly or indirectly owns an interest, the taxable year in which\nsuch income or gain is recognized, and the character of such income or gain, at the time, for U.S. federal income tax purposes.\n\n18\n\n“**Immaterial\nSubsidiary**” means each Domestic Subsidiary (other than Domestic Subsidiaries that are Excluded Subsidiaries) (a) which,\nas of the most recent fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended (determined in accordance\nwith GAAP), has not contributed greater than two and a half percent (2.5%) of consolidated total revenue of the Borrower and its Subsidiaries\nfor such period or (b) which has not contributed greater than two and a half percent (2.5%) of Consolidated Total Assets as of such date;\nprovided that, if at any time the aggregate amount of consolidated total revenue or Consolidated Total Assets attributable to all\nDomestic Subsidiaries that are Immaterial Subsidiaries (other than Domestic Subsidiaries that are Excluded Subsidiaries) exceeds five\npercent (5%) of consolidated total revenue for any such period or five percent (5%) of Consolidated Total Assets as of the end of any\nsuch fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within ten (10) days, the Administrative Agent) shall\ndesignate sufficient Domestic Subsidiaries as “non-Immaterial Subsidiaries” to eliminate such excess.\n\n“**Increasing\nLender**” has the meaning assigned to such term in Section 2.22(a).\n\n“**Indebtedness**”\nof any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or\nadvances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c)\n[intentionally omitted], (d) all obligations of such Person under conditional sale or other title retention agreements relating to\nproperty acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or\nservices (excluding accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for\nwhich the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned\nor acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of\nIndebtedness of others, (h) all Finance Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such\nPerson as an account party in respect of letters of credit and letters of guaranty, in each case, to the extent not cash\ncollateralized, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k)\nobligations under any earn-out (or similar contingent obligations) solely to the extent due and payable, (l) all obligations of such\nPerson to purchase, redeem, retire or otherwise acquire for value any Disqualified Equity Interests, (m) any Off-Balance Sheet\nLiability and (n) net obligations payable at the termination of any and all Swap Agreements, determined by reference to the\ntermination value thereof to the extent not cash collateralized. The Indebtedness of any Person shall include the Indebtedness of\nany other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor\nas a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of\nsuch Indebtedness provide that such Person is not liable therefor. Notwithstanding anything to the contrary set forth herein, in no\nevent shall the following constitute Indebtedness: (i) accruals for (A) payroll and (B) other non-interest bearing liabilities\naccrued in the ordinary course of business, (ii) purchase price holdbacks in respect of a portion of the purchase price of an asset\nto satisfy warrants or other unperformed obligations of the seller of such asset, (iii) trade accounts payable, deferred revenues,\nliabilities associated with customer prepayments and deposits and other accrued obligations (including transfer pricing and accruals\nfor payroll and other operating expenses accrued in the ordinary course of business), in each case incurred in the ordinary course\nof business, (iv) operating leases (including, without limitation, real property leases that, pursuant to GAAP, would not be\nclassified and accounted for as a balance sheet liability), (v) customary obligations under employment agreements and deferred\ncompensation, and (vi) prepaid or deferred revenue and deferred tax liabilities.\n\n** **\n\n“**Indemnified\nTaxes**” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any\nobligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a) hereof, Other Taxes.\n\n“**Indemnitee**”\nhas the meaning assigned to such term in Section 9.03(b).\n\n“**Ineligible\nInstitution**” has the meaning assigned to it in Section 9.04(b).\n\n“**Information**”\nhas the meaning assigned to it in Section 9.12.\n\n“**Initial Public\nOffering**” shall mean the issuance by the Borrower or any direct or indirect equity holder of the Borrower of its common\nEquity Interests in an underwritten primary public offering (other than a public offering\n\n19\n\npursuant to a registration statement on Form\nS-8 or S-4) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act, as amended.\n\n“**Interest Election\nRequest**” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08, in the form\nof Exhibit J or any other form reasonably approved by the Administrative Agent.\n\n“**Interest Payment\nDate**” means (a) with respect to any ABR Loan, the first Business Day of each calendar quarter and the Maturity Date, (b)\nwith respect to any RFR Loan, each date that is on the numerically corresponding day in each calendar month that is one month after the\nBorrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and the\nMaturity Date and (c) with respect to any Term Benchmark Loan, the last day of the Interest Period applicable to the Borrowing of which\nsuch Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration,\neach day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of\nsuch Interest Period and the Maturity Date.\n\n“**Interest Period**”\nmeans with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically\ncorresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the\nBenchmark applicable to the relevant Loan or Commitment), as the Borrower may elect; provided that (i) if any Interest Period\nwould end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next\nsucceeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business\nDay, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically\ncorresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of\nsuch Interest Period, and (iii) no tenor that has been removed from this definition pursuant to Section 2.14(e) shall be available for\nspecification in such Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be\nthe date on which such Borrowing is made and shall be the effective date of the most recent conversion or continuation of such Borrowing.\n\n“**Investment**”\nmeans, as applied to the Borrower and its Subsidiaries, (a) the purchase or acquisition of any Equity Interest, indebtedness or\nother securities (including any option, warrant or other right to acquire any of the foregoing) of any other Person (including any\nSubsidiary), (b) any loan, advance or extension of credit (excluding accounts receivable, credit card and debt receivables and trade\ncredit, in each case arising in the ordinary course of business) to, or contribution to the capital of, or Guarantee of any\nobligations of, any other Person (including any Subsidiary), and (c) any Acquisition. The amount of any Investment shall be the\noriginal principal or capital amount thereof less all returns of principal or equity thereon (without adjustment by reason of the\nfinancial condition of such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to\nhave been made in an original principal or capital amount equal to the fair market value of such property exchanged.\n\n“**IRS**”\nmeans the United States Internal Revenue Service.\n\n“**Issuing Bank**”\nmeans each of (1) (i) JPMorgan and (ii) Wells Fargo\nBank, National Association, in each case, in its capacity as an issuer of Letters of Credit hereunder, and (2) any other\nLender from time to time designated by the Borrower as an Issuing Bank, with the consent of such Lender and the Administrative Agent,\nand their respective successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion,\narrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include\nany such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall\ncause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters of Credit).\n\n“**Joinder Agreement**”\nmeans a Joinder Agreement in substantially the form of Exhibit C.\n\n20\n\n“**JPMorgan**” means JPMorgan\nChase Bank, N.A., a national banking association, in its individual capacity, and its successors.\n\n“**Latest Maturity\nDate**” means, at any date of determination, the latest maturity date applicable to any Loan or Commitment hereunder at such\ntime (and excluding any earlier acceleration of the Loans or termination of the Commitments), in each case as extended in accordance with\nthis Agreement from time to time.\n\n“**LC Collateral\nAccount**” has the meaning assigned to such term in Section 2.06(j).\n\n“**LC Disbursement**”\nmeans any payment made by an Issuing Bank pursuant to a Letter of Credit.\n\n“**LC Exposure**”\nmeans, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure at such time. The LC Exposure of any Lender at any\ntime shall be its Applicable Percentage of the aggregate LC Exposure at such time.\n\n“**LC Sublimit**”\nmeans $35,000,000**50,000,000**.\n\n“**Lead Arranger**”\nmeans JPMorgan Chase Bank, N.A., in its capacity as the Sole Lead Arranger and Sole Bookrunner.\n\n“**Lender Parent**”\nmeans, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.\n\n“**Lenders**”\nmeans the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereto pursuant to Section 2.09\nor an Assignment and Assumption or otherwise, other than any such Person that ceases to be a Lender hereto pursuant to an Assignment and\nAssumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes the Issuing Bank. The term “Lender”\nmeans each or any one of the Lenders individually.\n\n“**Letters of\nCredit**” means the letters of credit issued **or deemed issued**pursuant to this Agreement **and shall include the Existing Letters\nof Credit (which shall be deemed issued hereunder on the Fourth Amendment Effective Date)**, and the term “**Letter\nof Credit**” means any one of them or each of them singularly, as the context may require.\n\n“**Letter of Credit Agreement**”\nhas the meaning assigned to it in Section 2.06(b)**.**\n\n“**Lien**”\nmeans, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security\ninterest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease\nor title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating\nto such asset. In no event shall an operating lease be deemed to be a Lien.\n\n“**Liquidity**”\nmeans, as of any date of determination, the sum of (a) unrestricted cash or Cash Equivalents of the Borrowers and the Guarantors, (b)\nthe aggregate principal amount committed and available to be drawn by the Borrowers and the Guarantors under all credit facilities (other\nthan the Commitments) of the Borrowers and the Guarantors and (c) the difference of the Commitments minus the Aggregate Credit Exposure.\n\n“**Loan Documents**”\nmeans, collectively, this Agreement, the First Amendment, the Second Amendment, **the\nThird Amendment, the Fourth Amendment,**each note delivered pursuant to this Agreement, each Letter of Credit application, continuing\nagreement or other letter of credit agreement, the Collateral Documents and any other agreements, instruments, documents and certificates\nexecuted by or on behalf of any Loan Party and delivered to or in favor of the Credit Parties concurrently herewith or hereafter in connection\nwith the Transactions hereunder. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices,\nexhibits\n\n21\n\nor schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to such Loan\nDocument as the same may be in effect at any and all times such reference becomes operative.\n\n“**Loan Guaranty**”\nmeans Article X of this Agreement.\n\n“**Loan Parties**”\nmeans, collectively, the Borrower and each Guarantor and their respective successors and assigns, and the term “Loan Party”\nshall mean any one of them or all of them individually, as the context may require.\n\n“**Loans**”\nmeans the loans and advances made by the Lenders to the Borrower pursuant to this Agreement.\n\n“**Margin Stock**”\nmeans margin stock within the meaning of Regulations T, U and X, as applicable.\n\n“**Market Capitalization**”\nmeans, as of any date of determination, an amount equal to (i) the total number of issued and outstanding shares of common (or common\nequivalent) Equity Interests of the Relevant Public Company on the date of the declaration of a Restricted Payment permitted pursuant\nto Section 6.08(a)(x) multiplied by (ii) the arithmetic mean of the closing prices per share of such common (or common equivalent)\nEquity Interests on the principal securities exchange on which such Equity Interests are traded for the 30 consecutive trading days immediately\npreceding such date of determination.\n\n“**Material Adverse\nEffect**” means any material adverse effect on (i) the business, assets, operations or financial condition of the Borrower\nand its Subsidiaries taken as a whole, (ii) the ability of the Loan Parties, taken as a whole, to perform any of their obligations under\nthe Loan Documents to which they are a party, (iii) the Collateral (taken as a whole), or the Administrative Agent’s liens (on behalf\nof itself and the Lenders) on the Collateral or the priority of such liens except as a result of the Administrative Agent’s failure\nto maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Collateral Documents\nor file Uniform Commercial Code continuation statements, or (iv) the rights of or benefits available to the Administrative Agent,\nthe Issuing Bank or the Lenders under the Loan Documents, taken as a whole.\n\n“**Material Indebtedness**”\nmeans any Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any\none or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding the Threshold Amount. For purposes of determining\nMaterial Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap\nAgreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary\nwould be required to pay if such Swap Agreement were terminated at such time.\n\n“**Maturity Date**”\nmeans June 28**23**,\n2026**2031**.\n\n“**Maximum Liability**”\nhas the meaning assigned to such term in Section 10.10.\n\n“**Maximum Rate**”\nhas the meaning assigned to such term in Section 9.17.\n\n“**Moody’s**”\nmeans Moody’s Investors Service, Inc.\n\n“**Mortgage**”\nmeans any mortgage, deed of trust, deed to secure debt or similar instrument, in form and substance reasonably satisfactory to the Administrative\nAgent and executed by any Loan Party in favor of (or for the benefit of) the Administrative Agent and the Secured Parties, granting to\nthe Administrative Agent, for the benefit of itself and the Secured Parties, a perfected first priority Lien in and upon the real property\nand improvements covered thereby, as the same may be amended, modified, restated or otherwise supplemented time to time. In the sole discretion\nof Administrative Agent, any “Mortgage” or “Mortgages” may take the form of assignments of, and amendments and\nrestatements of, existing mortgages or deeds of trust encumbering any applicable Mortgaged Property.\n\n22\n\n“**Mortgaged\nProperty**” means any real property (together with all improvements located thereon) that is subject to a Mortgage.\n\n“**Multiemployer\nPlan**” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.\n\n“**Net Proceeds**”\nmeans, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of\nany non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment\nreceivable or purchase price adjustment receivable or otherwise, but excluding any interest payments, and payments received from any escrow\ndescribed in clause (iv) below upon release from such escrow), but only as and when received in cash, (ii) in the case of a casualty,\ncasualty insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of\n(b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such\nevent (including commissions, discounts, transfer taxes and legal, accounting and other professional and transactional fees), (ii) in\nthe case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or\na condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness\n(other than the Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, (iii) the amount\nof all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably\nestimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable\nto such event (as determined reasonably and in good faith by a Financial Officer) and (iv) in the case of a sale, any funded escrow established\npursuant to the documents evidencing any such sale to secure any indemnification obligations or adjustments to the purchase price associated\nwith any such sale.\n\n“**Non-Consenting\nLender**” has the meaning assigned to such term in Section 9.02(d).\n\n“**Note**”\nmeans a promissory note of the Borrower payable to any Lender or its registered assigns, substantially in the form of Exhibit I hereto,\nevidencing the aggregate Indebtedness of the Borrower to such Lender resulting from the Loans made by such Lender.\n\n“**NYFRB**”\nmeans the Federal Reserve Bank of New York.\n\n“**NYFRB Rate**”\nmeans, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate\nin effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if\nnone of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds\ntransaction quoted at 11:00 a.m. New York City time on such day received by the Administrative Agent from a federal funds broker of recognized\nstanding selected by it; provided, further, that if any of the aforesaid rates as so determined would be less than zero,\nsuch rate shall be deemed to be zero for purposes of this Agreement.\n\n“**NYFRB’s\nWebsite**” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.\n\n“**Obligated\nParty**” has the meaning assigned to such term in Section 10.02.\n\n“**Obligations**”\nmeans all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document with\nrespect to any Loan or Letter of Credit, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter\narising and including interest and fees that accrue after the commencement by or against the Borrower of any proceeding under any Debtor\nRelief Laws naming the Borrower as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such\nproceeding.\n\n“**Off-Balance\nSheet Liability**” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or\nnotes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease”\ntransaction entered into by such Person, or (c) any indebtedness, liability or\n\n23\n\nobligation arising with respect to any other transaction\nwhich is the functional equivalent of borrowing but which does not constitute a liability on the balance sheet of such Person (other than\noperating leases).\n\n**“Original\nExisting Letter of Credit Agreements” has the meaning assigned to such term in Section 2.06(a).**\n\n“**Other Connection\nTaxes**” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient\nand the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party\nto, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction\npursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document).\n\n“**Other Taxes**”\nmeans all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made\nunder, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest\nunder, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to\nan assignment (other than an assignment made pursuant to Section 2.19).\n\n**“Outbound\nInvestment Rules” means the regulations administered and enforced, together with any related public guidance issued, by the\nUnited States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation,****as\nof the****date of this Agreement, and as codified at 31 C.F.R.\n§ 850.101 et seq.**\n\n“**Overnight\nBank Funding Rate**” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions\ndenominated in Dollars by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB\nas set forth on the NYFRB’s Website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight\nbank funding rate.\n\n“**Paid in Full**”\nor “**Payment in Full**” means, (a) the payment in full in cash of all outstanding Loans and LC Disbursements, together\nwith accrued and unpaid interest thereon, (b) the termination, expiration, or cancellation and return of all outstanding Letters of Credit\n(or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit, or at the\ndiscretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank,\nin an amount equal to 105% of the LC Exposure as of the date of such payment), (c) the payment in full in cash of the accrued and unpaid\nfees, (d) the payment in full in cash of all reimbursable expenses and other Secured Obligations (other than Unliquidated Obligations\nfor which no claim has been made and other obligations expressly stated to survive such payment and termination of this Agreement), together\nwith accrued and unpaid interest thereon, (e) the termination of all Commitments, and (f) the termination of the Swap Agreement Obligations\nand the Banking Services Obligations or entering into other arrangements satisfactory to the Secured Parties counterparties thereto.\n\n“**Parent Entity**”\nmeans the Relevant Public Company and any intermediate holding company between the Relevant Public Company and the Borrower.\n\n“**Participant**”\nhas the meaning assigned to such term in Section 9.04(c).\n\n“**Participant\nRegister**” has the meaning assigned to such term in Section 9.04(d).\n\n“**Participation Fee**”\nhas the meaning assigned to such term in Section 2.12(b).\n\n“**Payment**”\nhas the meaning assigned to it in Section 8.06(c).\n\n“**Payment\nNotice**” has the meaning assigned to it in Section 8.06(c).\n\n“**Payment Recipient**”\nhas the meaning assigned to it in Section 8.06(c).\n\n24\n\n“**PBGC**”\nmeans the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.\n\n“**Percentage\nInterest**” means, with respect to any direct or indirect holder of Equity Interests in the Borrower, a fractional amount,\nexpressed as a percentage: (i) the numerator of which is the aggregate number of Equity Interests in the Borrower held by such direct\nor indirect holder and (ii) the denominator of which is the aggregate number of Equity Interests in Borrower issued and outstanding. The\nsum of the outstanding Percentage Interests of all direct or indirect holders shall at all times equal 100%.\n\n“**Perfection\nCertificate**” means that certain perfection certificate of the Loan Parties dated as of the Effective Date.\n\n“**Permitted\nAcquisition**” means any Acquisition by the Borrower or any Subsidiary that satisfies all of the following conditions:\n\n(a) immediately\nbefore the consummation thereof and giving effect to such Acquisition and the incurrence or assumption of any Indebtedness in connection\ntherewith, no Event of Default shall have occurred, exist and be continuing;\n\n(b) immediately\nafter giving effect to such Acquisition the Borrower shall be in compliance with Section 6.03(b);\n\n(c) immediately\nafter giving effect to such Acquisition, the Borrower shall be in compliance on a Pro Forma Basis with the financial covenant set forth\nin Section 6.10, recomputed as of the last day of the most recently ended Reference Period for which Financial Statements are available;\n\n(d) to\nthe extent required in accordance with Sections 5.10 and 5.11, (i) the property, assets and businesses acquired in such Acquisition shall\nbecome Collateral, (ii) any such newly created or acquired Subsidiary that is required to become a Guarantor shall become a Guarantor\nand (iii) in the case of an Acquisition involving the merger, amalgamation or consolidation of any Loan Party, the surviving entity shall\nbe or shall become concurrently with such Acquisition a Loan Party; *provided*, that if any security interest in any Collateral (including\nthe creation or perfection of any security interest) is not or cannot reasonably be created and/or perfected on the closing date of such\nPermitted Acquisition after Borrower’s use of commercially reasonable efforts to do so, or without undue burden or expense, then\nthe creation and/or perfection of any such Collateral shall not constitute a requirement to consummate such Permitted Acquisition, but\ninstead shall be created and/or perfected within ninety (90) days after the closing date of such Permitted Acquisition or such later date\nas the Administrative Agent may reasonably agree; and\n\n(e) the\ncash (and Cash Equivalent) consideration paid for Permitted Acquisitions of Subsidiaries that are not a Loan Parties and Permitted Acquisitions\nof assets that are not owned by Loan Parties shall not exceed, in the aggregate, $35,000,000 (excluding any amounts funded with (x) the\nNet Proceeds from any issuance of Qualified Equity Interests of the Borrower and/or the consideration for such Permitted Acquisition is\nin the form of Qualified Equity Interests of the Borrower or (y) cash and Cash Equivalents of any Subsidiaries that are not Loan Parties).\n\n“**Permitted\nEncumbrances**” means:\n\n(a)\nLiens for Taxes to the extent that payment of the same may be postponed or is not required in accordance with the provisions of Section\n5.04;\n\n(b)\nreal property lessors’, carriers’, laborers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s\nand other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more\nthan thirty (30) days or are being contested in compliance with Section 5.04;\n\n25\n\n(c)\npledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and\nother social security laws or regulations or other similar legislation, or in connection with appeal and similar bonds incidental to litigation;\n\n(d)\n(i) pledges and deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance\nbonds and other obligations of a like nature, in each case in the ordinary course of business (including such deposits to secure letters\nof credit issued for such purpose) and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement\nor indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance\ncarriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;\n\n(e)\njudgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;\n\n(f) easements,\nzoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business\nthat do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere\nwith the ordinary conduct of business of the Borrower or any Subsidiary;\n\n(g) leases,\nlicenses, subleases or sublicenses (other than exclusive licenses of intellectual property) granted to third parties in the ordinary course\nof business and not interfering in any material respect with the ordinary conduct of business of the Borrower or any Subsidiary; and\n\n(h) with\nrespect to any Foreign Subsidiary, other Liens and privileges arising mandatorily by any Requirement of Law;\n\n*provided* that the term “Permitted\nEncumbrances” shall not include any Lien securing Indebtedness for borrowed money.\n\n“**Permitted\nHolders**” means each owner of Equity Interests of the Borrower as of the Effective Date and their Affiliates.\n\n“**Person**”\nmeans any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental\nAuthority or other entity.\n\n“**Plan**”\nmeans any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412\nof the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,\nwould under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.\n\n“**Plan Asset\nRegulations**” means 29 CFR § 2510.3-101 *et seq.*, as modified by Section 3(42) of ERISA, as amended from time\nto time.\n\n“**Prime Rate**”\nmeans the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal\nceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519)\n(Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted\ntherein (as determined by the Administrative Agent) or any similar release by the Board (as determined by the Administrative Agent). Each\nchange in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.\n\n“**Pro Forma\nBasis**” means, with respect to compliance with any test or covenant, that Consolidated EBITDA shall be calculated giving\neffect to (a) additional add backs (subject to the cap or limitation on the amount of each add back or type of add back set forth in the\ndefinition of Consolidated EBITDA) which are (i) determined by Borrower on a basis consistent with Article 11 of Regulation S-X promulgated\nunder the Securities Exchange Act\n\n26\n\nof 1934 and as interpreted by the staff of the SEC (or any successor agency); (ii) recommended by any\ndue diligence quality of earnings report conducted by (y) a firm of independent public accountants of recognized national standing or\n(z) any other accounting firm reasonably satisfactory to the Administrative Agent, selected by the Borrower and retained by the Borrower;\nor (iii) otherwise determined in such other manner reasonably acceptable to the Administrative Agent, and (b) pro forma adjustments, without\nduplication for any add backs otherwise added back in Consolidated EBITDA, in each case as if such Acquisition, Permitted Acquisitions,\nrelated Indebtedness, or permitted asset sales, synergies, cost savings, fees, costs or expenses had occurred at the beginning of the\napplicable period; *provided*, for the avoidance of doubt, that notwithstanding the foregoing, the caps or limitations on the amounts\nof respective add backs set forth in the definition of Consolidated EBITDA will not be exceeded with respect to any pro forma adjustments\nset forth in clause (b) above.\n\n“**Projections**”\nhas the meaning assigned to such term in Section 5.01(f).\n\n“**PTE**”\nmeans a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time\nto time.\n\n“**QFC**”\nhas the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.\n5390(c)(8)(D).\n\n“**QFC Credit\nSupport**” has the meaning assigned to it in Section 9.21(a).\n\n“**Qualified\nECP Guarantor**” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at\nthe time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect to such\nSwap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or\nany regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such\ntime by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.\n\n“**Qualified\nEquity Interests**” means any Equity Interests other than Disqualified Equity Interests.\n\n“**Recipient**”\nmeans, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, or any combination thereof (as the context\nrequires).\n\n“**Reference\nPeriod**” means, as of the last day of any fiscal quarter, the period of four (4) consecutive fiscal quarters of the Borrower\nand its Subsidiaries ending on such date.\n\n“**Reference\nTime**” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00\na.m. (Chicago time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (2) if the RFR\nfor such Benchmark is Daily Simple SOFR, then four Business Days prior to such setting or (3) if such Benchmark is none of the Term SOFR\nRate or Daily Simple SOFR, the time determined by the Administrative Agent in its reasonable discretion.\n\n“**Register**”\nhas the meaning assigned to such term in Section 9.04(b)(iv).\n\n“**Regulation D**” means\nRegulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.\n\n“**Regulation T**” means\nRegulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.\n\n“**Regulation U**” means\nRegulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.\n\n27\n\n“**Regulation\nX**” means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations\nthereunder or thereof.\n\n**“Regulatory\nAuthority” has the meaning assigned to it in Section 9.12.**\n\n“**Related Parties**”\nmeans, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members,\ntrustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person’s Affiliates.\n\n“**Release**”\nmeans any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing,\nor dumping of any substance into the environment.\n\n“**Relevant Governmental\nBody**” means the Federal Reserve Board and/or the NYFRB, as applicable, or a committee officially endorsed or convened by\nthe Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.\n\n“**Relevant Public\nCompany**” shall mean the Person that is the registrant with respect to an Initial Public Offering.\n\n“**Relevant Rate**”\nmeans (i) with respect to any Term Benchmark Borrowing, the Adjusted Term SOFR Rate, and (ii) with respect to any RFR Borrowing, Adjusted\nDaily Simple SOFR, as applicable.\n\n“**Required Lenders**”\nmeans, subject to Section 2.20, at any time, Lenders having Credit Exposure and Unfunded Commitments representing more than\n50% of the sum of the Aggregate Credit Exposure and Unfunded Commitments at such time; provided that, for purposes of declaring\nthe Loans to be due and payable pursuant to Article VII, and for all purposes after the Loans become due and payable pursuant\nto Article VII or the Commitments expire or terminate, then, as to each Lender, the Unfunded Commitment of each Lender shall\nbe deemed to be zero. Notwithstanding the foregoing, Required Lenders shall comprise of no less than two Lenders that are not Affiliates\nof one another, unless (a) all Lenders that are not Defaulting Lenders are Affiliates of one another or (b) there is only one Lender that\nis not a Defaulting Lender, in each case at such time.\n\n“**Requirement\nof Law**” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and\nbylaws or operating, management or partnership agreement, or other organizational or governing documents of such Person and (b) any statute,\nlaw (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any\narbitrator or court or other Governmental Authority (including Environmental Laws), in each case applicable to or binding upon such Person\nor any of its property or to which such Person or any of its property is subject.\n\n“**Responsible\nOfficer**” of any Person means the chief executive officer, general counsel, president, vice president or any Financial Officer\nof such Person, and any other officer (or, in the case of any such Person that is a Foreign Subsidiary, director or managing partner or\nsimilar official) of such Person with responsibility for the administration of the obligations of such Person under this Agreement.\n\n“**Restricted\nPayment**” means any dividend or other distribution (whether in cash, securities or other property) with respect to any\nEquity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any\nsinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any\nsuch Equity Interests in the Borrower or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests\nin the Borrower, other than the payment of compensation in the ordinary course of business to holders of any such Equity Interests\nwho are employees of the Borrower or any Subsidiary on such date of payment.\n\n**“RFR”,\nwhen used in reference to any Loan or Borrowing solely following a Benchmark Transition Event and a Benchmark Replacement Date, refers\nto whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Daily Simple\nSOFR.**\n\n28\n\n“**RFR\nBorrowing**” means, as to any Borrowing, the RFR Loans comprising such Borrowing.\n\n“**RFR\nLoan**” means a Loan that bears interest at a rate based on the Adjusted Daily Simple SOFR.\n\n“**S&P**”\nmeans Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.\n\n“**Sanctioned\nCountry**” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (as of\nthe Second**Fourth**\nAmendment Effective Date, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea, Zaporizhzhia\nand Kherson Regions of Ukraine, Cuba, Iran, **and**\nNorth Korea and Syria).\n\n“**Sanctioned\nPerson**” means, at any time, **any Person the subject or target\nof any Sanctions, including** (a) any Person listed in any Sanctions-related list of designated Persons maintained **by\nthe U.S. government, including** by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department\nof State**Commerce**,\nor by the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United\nKingdom, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person\nowned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) or (d)\nany Person otherwise the subject of any Sanctions.**(including,\nwithout limitation, for purposes of defining a Sanctioned Person, as ownership and control may be defined and/or established in and/or\nby any applicable laws, rules, regulations or orders).**\n\n“**Sanctions**”\nmeans all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,\nincluding those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of\nState, or (b) the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of\nthe United Kingdom, or other relevant sanctions authority.\n\n“**SEC**”\nmeans the Securities and Exchange Commission of the United States of America.\n\n“**Second\nAmendment**” means that certain Amendment No. 2 to Credit Agreement, dated as of the Second Amendment Effective Date, by and\namong the Borrower, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.\n\n“**Second Amendment\nEffective Date**” means June 28, 2023.\n\n“**Secured Obligations**”\nmeans all Obligations, together with all Banking Services Obligations and Swap Agreement Obligations owing to one or more Lenders or their\nrespective Affiliates by any Loan Party; provided that the definition of “Secured Obligations” shall not create any\nguarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations\nof such Guarantor for purposes of determining any obligations of any Guarantor.\n\n“**Secured Parties**”\nmeans (a) the Lenders, (b) the Administrative Agent, (c) each Issuing Bank, (d) each provider of Banking Services, to the extent the Banking\nServices Obligations in respect thereof constitute Secured Obligations, (e) each counterparty to any Swap Agreement, to the extent the\nobligations thereunder constitute Secured Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Loan\nParty under any Loan Document and (g) the successors and permitted assigns of each of the foregoing.\n\n“**Security Agreement**”\nmeans that certain Pledge and Security Agreement (including any and all supplements thereto), dated as of the Effective Date, among the\nLoan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge\nor security agreement securing the Secured Obligations entered into, after the date of this Agreement by such Loan Parties (as required\nby this Agreement or any other Loan Document) or any other Loan Party for the benefit of the Administrative Agent and the Secured Parties,\nas the same may be amended, modified, restated or otherwise supplemented from time to time.\n\n29\n\n“**SOFR**”\nmeans a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.\n\n“**SOFR Administrator**”\nmeans the NYFRB (or a successor administrator of the secured overnight financing rate).\n\n“**SOFR Administrator’s\nWebsite**” means the NYFRB’s website**Website**,\ncurrently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR\nAdministrator from time to time.\n\n“**SOFR Determination\nDate**” has the meaning specified in the definition of “Daily Simple SOFR”.\n\n“**SOFR Rate Day**” has\nthe meaning specified in the definition of “Daily Simple SOFR”.\n\n“**Solvency Certificate**”\nmeans the solvency certificate executed and delivered by a Financial Officer of the Borrower on the Effective Date, substantially in the\nform of Exhibit H.\n\n“**Solvent**”\nmeans, with respect to the Borrower and its Subsidiaries, on a consolidated basis, that as of the date of determination (a) the fair value\nof the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities,\nsubordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Borrower and its Subsidiaries, on a\nconsolidated basis, will be or is greater than the amount that will be required to pay the probable liability, on a consolidated basis,\nof their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;\n(c) the Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent\nor otherwise, as such debts and liabilities become absolute and matured; and (d) the Borrower and its Subsidiaries, on a consolidated\nbasis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. For purposes of this\ndefinition, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become\nan actual and matured liability.\n\n“**Standby LC\nExposure**” means, at any time, the sum of (a) the aggregate undrawn amount of all standby Letters of Credit outstanding at\nsuch time *plus* (b) the aggregate amount of all LC Disbursements relating to standby Letters of Credit that have not yet\nbeen reimbursed by or on behalf of the Borrower at such time. The Standby LC Exposure of any Lender at any time shall be its Applicable\nPercentage of the aggregate Standby LC Exposure at such time.\n\n“**Subordinated\nIndebtedness**” means any Indebtedness of the Borrower or any Subsidiary that is expressly subordinated by a written agreement\n(a) in right of payment and performance to the Obligations and/or (b) in respect of security to the Liens securing the Secured Obligations,\nin each case, to the reasonable satisfaction of the Administrative Agent.\n\n“**subsidiary**”\nmeans, with respect to any Person (the “**parent**”) at any date, any corporation, limited liability company, partnership,\nassociation or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial\nstatements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited\nliability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than\n50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership\ninterests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent and/or\none or more subsidiaries of the parent.\n\n“**Subsidiary**”\nmeans any direct or indirect subsidiary of the Borrower.\n\n“**Supported\nQFC**” has the meaning assigned to it in Section 9.21(a).\n\n30\n\n“**Swap Agreement**”\nmeans any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement\ninvolving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,\nfinancial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination\nof these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided\nby current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.\n\n“**Swap Agreement\nObligations**” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent and\nhowsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions\ntherefor), under (a) any Swap Agreement permitted hereunder with a counterparty that, at the time of execution of any such Swap Agreement,\nwas a Lender or an Affiliate of a Lender (regardless of whether such counterparty subsequently ceases to be a Lender or Affiliate of a\nLender), and (b) any cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction permitted hereunder\nwith a Lender or an Affiliate of a Lender.\n\n“**Swap Obligation**”\nmeans, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a\n“swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.\n\n“**Tax Amount**”\nmeans the Highest Owner Tax Amount divided by the Percentage Interest in the Borrower held by the direct or indirect owner described in\nthe definition of “Highest Owner Tax Amount”.\n\n“**Tax Distribution**”\nmeans, for so long as the Borrower is classified as a partnership or a disregarded entity for U.S. federal income tax purposes, dividends\nor distributions made from time to time by any Loan Party to enable members or other beneficial owners of Borrower to pay their U.S. federal\nand state income tax liabilities in respect of income earned by the Borrower.\n\n“**Taxes**”\nmeans all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes,\nor any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including\nany interest, additions to tax or penalties applicable thereto.\n\n“**Term Benchmark**”\nwhen used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest\nat a rate determined by reference to the Adjusted Term SOFR Rate.\n\n“**Term Benchmark\nBorrowing**” has the meaning given in Section 1.02.\n\n“**Term Benchmark\nLoan**” has the meaning given in Section 1.02.\n\n“**Term SOFR\nDetermination Day**” has the meaning assigned to it under the definition of Term SOFR Reference Rate.\n\n“**Term SOFR\nRate**” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period,\nthe Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement\nof such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.\n\n“**Term SOFR\nReference Rate**” means, for any day and time (such day, the “**Term SOFR Determination Day”),**with\nrespect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum published\nby the CME Term SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by\n5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable\ntenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate\nhas not\n\n31\n\noccurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for\nsuch Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government\nSecurities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such\nfirst preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to\nsuch Term SOFR Determination Day.\n\n“**Threshold\nAmount**” means the greater of (x) $10,000,000 and (y) 15% of Consolidated EBITDA as of the last day of the most recently\nended Reference Period for which Financial Statements are available.\n\n“**Transactions**”\nmeans the execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, the borrowing of Loans,\nthe use of the proceeds of the Loans hereunder and the issuance of Letters of Credit hereunder.\n\n“**Type**”,\nwhen used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such\nBorrowing, is determined by reference to the Adjusted Term SOFR Rate, the Adjusted Daily Simple SOFR or the Alternate Base Rate.\n\n“**UCC**”\nmeans the Uniform Commercial Code as in effect from time to time in the State of New York or in any other state, the laws of which are\nrequired to be applied in connection with the issue of perfection of security interests.\n\n“**UK Financial\nInstitutions**” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time)\npromulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended\nfrom time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment\nfirms, and certain affiliates of such credit institutions or investment firms.\n\n“**UK Resolution\nAuthority**” means the Bank of England or any other public administrative authority having responsibility for the resolution\nof any UK Financial Institution.\n\n“**Unadjusted\nBenchmark Replacement**” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.\n\n“**Unfunded Commitment**”\nmeans, with respect to each Lender, the Commitment of such Lender less its Credit Exposure.\n\n“**Unliquidated\nObligations**” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated\nat such time, including any Secured Obligation that is: (a) an obligation to reimburse a bank for drawings not yet made under a letter\nof credit issued by it; (b) any other obligation (including any guarantee) that is contingent in nature at such time; or (c) an obligation\nto provide collateral to secure any of the foregoing types of obligations.\n\n“**U.S.**”\nor “**United States**” means the United States of America.\n\n“**U.S. Government\nSecurities Business Day**” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry\nand Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes\nof trading in United States government securities.\n\n“**U.S. Person**”\nmeans **(a) for purposes of Sections 3.23 and 6.13 hereof, any United States\ncitizen, lawful permanent resident, entity organized under the laws of the United States or any jurisdiction within the United States,\nincluding any foreign branch of any such entity, or any person in the United States and (b) for all other purposes,**a “United\nStates person” within the meaning of Section 7701(a)(30) of the Code.\n\n32\n\n“**U.S. Special\nResolution Regime**” has the meaning assigned to it in Section 9.21(a).\n\n“**USA Patriot\nAct**” has the meaning assigned to such term in Section 9.14.\n\n“**Withdrawal\nLiability**” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer\nPlan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.\n\n**“Write-Down\nand Conversion Powers”**means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of\nsuch EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down\nand conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of\nthe applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK\nFinancial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares,\nsecurities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if\na 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\nLegislation that are related to or ancillary to any of those powers.\n\nSECTION 1.02 Classification\nof Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “**Term\nBenchmark Loan**”*)*. Borrowings also may be classified and referred to by Type (e.g., a “**Term Benchmark\nBorrowing**”).\n\nSECTION 1.03 Terms\nGenerally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the\ncontext may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,\n“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The\nword “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires\notherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring\nto such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to\nany restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall\nbe construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and\n“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular\nprovision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles\nand Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference in any definition to the phrase “at\nany time” or “for any period” shall refer to the same time or period for all calculations or determinations within such\ndefinition, (f) any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended,\nmodified or supplemented from time to time and (g) the words “asset” and “property” shall be construed to have\nthe same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts\nand contract rights.\n\nSECTION\n1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all\nterms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; *provided*\nthat, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision\nhereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to\neliminate the effect of such change in GAAP or in the application thereof (or if the Administrative Agent notifies the Borrower that\nthe Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given\nbefore or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as\nin effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such\nis provision amended in accordance herewith. Notwithstanding the foregoing and for the avoidance of doubt, notwithstanding any\nchange in GAAP after December 31, 2018 that would require lease obligations that would be treated as operating leases as of the date\nhereof to be classified and accounted for as financing leases or otherwise reflected on the Borrowers’ consolidated balance\nsheet, for the purposes of determining compliance with any covenant contained herein, such obligations (whether entered into as of\nthe date hereof or thereafter) shall be treated in the same manner as operating leases are treated on December 31, 2018.\nNotwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be\nconstrued, and all computations of amounts and ratios referred to herein shall be made (x) without giving effect to any election\nunder\n\n33\n\nFinancial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having\na similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair\nvalue”, as defined therein and (y) without giving effect to any treatment of Indebtedness in respect of convertible debt\ninstruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting\nStandard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein,\nand such Indebtedness shall at all times be valued at the full stated principal amount thereof.\n\nSECTION 1.05 Status\nof Obligations. In the event that any Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness, the Borrower\nshall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Secured Obligations to constitute\nsenior indebtedness (however denominated) in respect of such Subordinated Indebtedness. Without limiting the foregoing, the Secured Obligations\nare hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import\nunder and in respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding.\n\nSECTION 1.06 Interest\nRates; Benchmark Notifications. The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark\nthat may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition\nEvent, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant\nor accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any\nother matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement\nrate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement\nreference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or\nhave the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative\nAgent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used\nin this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments\nthereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its\nreasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition\nthereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person\nor entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses\nor expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or\ncomponent thereof) provided by any such information source or service.\n\nSECTION 1.07 Pro Forma Calculations.\nWith respect to any period during which the Transactions occur, for purposes of the calculation of the Consolidated EBITDA, Consolidated\nTotal Assets, Consolidated Total Net Leverage Ratio or for any other similar purpose hereunder, with respect to such period shall be made\non a Pro Forma Basis.\n\nSECTION 1.08 Rounding. Any financial\nratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted\nunder this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place\nmore than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with\na rounding-up for five). For example, if the relevant ratio is to be calculated to the hundredth decimal place and the calculation of\nthe ratio is 5.125, the ratio will be rounded up to 5.13.\n\n34\n\nARTICLE II.\n\nThe Credits\n\nSECTION\n2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender\nseverally (and not jointly) agrees to make Loans in Dollars to the Borrower from time to time during the Availability Period in an\naggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to\nSection 2.10) in (a) such Lender’s Credit Exposure exceeding such Lender’s Commitment or (b) the Aggregate Credit\nExposure exceeding the aggregate Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein,\nthe Borrower may borrow, prepay and reborrow Loans.\n\nSECTION 2.02 Loans and Borrowings.\n\n(a) Each\nLoan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments.\nThe failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;\n*provided* that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure\nto make Loans as required.\n\n(b) Subject\nto Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Term Benchmark Loans as the Borrower may request in accordance\nherewith. Each Lender at its option may make any Term Benchmark Loan by causing any domestic or foreign branch or Affiliate of such Lender\nto make such Loan (and in the case of an Affiliate, the provisions of Section 2.14, 2.15, 2.16 and 2.17 shall\napply to such Affiliate to the same extent as to such Lender); *provided* that any exercise of such option shall not affect the obligation\nof the Borrower to repay such Loan in accordance with the terms of this Agreement.\n\n(c) At\nthe commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is (x)\nan integral multiple of $100,000 and not less than $500,000 or (y) such lesser amount constituting the remaining undrawn Commitments.\nAt the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is (x) an integral multiple of $100,000\nand not less than $500,000 or (y) such lesser amount constituting the remaining undrawn Commitments; *provided* that an ABR Borrowing\nmay be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement\nof an LC Disbursement as contemplated by Section 2.06(e). Borrowings of more than one Type may be outstanding at the same time; *provided*\nthat there shall not at any time be more than a total of eight (8) Term Benchmark Borrowings or RFR Borrowings outstanding.\n\n(d) Notwithstanding\nany other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing\nif the Interest Period requested with respect thereto would end after the Maturity Date.\n\n(e) For\navoidance of doubt and except as otherwise set forth\nin Section 2.14, there shall be no RFR Loans or RFR Borrowings prior to there being a Benchmark Transition\nEvent that results in Daily Simple SOFR being\nthe Benchmark Replacement in accordance with Section 2.14 for Borrowings\nof any Loans.\n\nSECTION 2.03 Requests for Borrowings.\nTo request a Borrowing, the Borrower shall notify the Administrative Agent of such request by submitting a Borrowing Request (a) in\nthe case of a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) U.S. Government Securities Business Days\nbefore the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the\nday of the proposed Borrowing; *provided* that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement\nas contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing.\nEach such Borrowing Request shall be irrevocable and shall be signed by a Responsible Officer of the Borrower. Each such Borrowing Request\nshall specify the following information in compliance with Section 2.02:\n\n(i) the\naggregate amount of the requested Borrowing;\n\n35\n\n(ii) the\ndate of such Borrowing, which shall be a Business Day;\n\n(iii) whether\nsuch Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing;\n\n(iv) in\nthe case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by\nthe definition of the term “Interest Period”; and\n\n(v) the\nlocation and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section\n2.07.\n\nIf no election as to the\nType of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect\nto any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s\nduration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise\neach Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.\n\n**Notwithstanding\nthe foregoing, prior to****a Benchmark Transition Event****and\nBenchmark Replacement Date with respect to the Term SOFR Rate, in no event shall the Borrower be permitted to request an RFR Loan pursuant\nto this Section 2.03 (it being understood and agreed that****Daily\nSimple SOFR****shall only apply to the extent provided in Sections\n2.14(a) and 2.14(f)).**\n\nSECTION 2.04 [Intentionally\nOmitted].\n\nSECTION 2.05 [Intentionally\nOmitted].\n\nSECTION 2.06 Letters\nof Credit.\n\n(a) General.\nSubject to the terms and conditions set forth herein, the Borrower may request from any Issuing Bank the issuance of Letters of Credit\nin Dollars as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to\nthe Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period. In the event\nof any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement,\nthe terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, no Issuing Bank shall issue\nany Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any\nSanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner\nthat would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental\nAuthority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any\nRequirement of Law relating to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental\nAuthority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters\nof credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit\nany restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the\nSecond Amendment Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable\non the Second Amendment Effective Date and which the Issuing Bank in good faith deems material to it, or (iii) if the issuance of such\nLetter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; provided that, notwithstanding\nanything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,\nrequirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules,\nguidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision\n(or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each\ncase be deemed not to be in effect on the Second Amendment Effective Date for purposes of clause (ii) above, regardless of the date enacted,\nadopted, issued or implemented. **Notwithstanding anything herein to the\ncontrary, without further action by any party hereto, each of the Existing Letters of Credit shall be deemed to have been issued as a\nLetter of Credit under this Agreement in accordance with the provisions of this**\n\n36\n\n**Section\n2.06 on the Fourth Amendment Effective Date (including without limitation, the acquisition by the Lenders of participations in each\nof the Existing Letters of Credit**in accordance with\nSection **2.06(d) on the Fourth Amendment Effective Date as\nif such Existing Letters of Credit were issued hereunder) shall constitute a Letter of Credit hereunder and shall be subject to and\ngoverned by the terms and conditions hereof that are applicable to Letters of Credit (it being acknowledged and agreed that as of\nthe Fourth Amendment Effective Date (i) the terms hereof that are applicable to Letters of Credit shall govern the Existing Letters\nof Credit and shall prevail in the case of any conflict with the provisions of the agreement(s) pursuant to which the Exiting\nLetters of Credit had been issued (such agreement(s), the “Original Existing Letter of Credit Agreements”) and\n(ii) JPMorgan Chase Bank, N.A., as the issuer of each of the Existing Letters of Credit, shall be deemed to have released\nthe “account party,” “applicant,” “customer,” “instructing party,” and/or the like\n(as applicable) from each of the Original Existing Letter of Credit Agreements to the extent of such conflict).**\n\n(b) Notice\nof Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal\nor extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit through Electronic Systems, if arrangements\nfor doing so have been approved by the applicable Issuing Bank) to any Issuing Bank and the Administrative Agent (reasonably in advance\nof the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days) a notice requesting\nthe issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of\nissuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which\nshall comply with paragraph (c) of this Section 2.06), the amount of such Letter of Credit, the name and address of the beneficiary\nthereof, and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition, as a\ncondition to any such Letter of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit\nagreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required by the\napplicable Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”). A\nLetter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter\nof Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension\n(i) the aggregate LC Exposure shall not exceed the LC Sublimit (unless otherwise agreed by the Borrower and the Issuing Banks), (ii)\nno Lender’s Credit Exposure shall exceed its Commitment and (iii) the Aggregate Credit Exposure shall not exceed the aggregate Commitments.\n.\n\n(c) Expiration\nDate. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the applicable Issuing Bank to\nthe beneficiary thereof) at or prior to the close of business on the earlier of (i) the date that is one year after the date of the\nissuance of such Letter of Credit and (ii) the date that is five Business Days prior to the Maturity Date; *provided* that any\nLetter of Credit with a one year tenor may, in the applicable Issuing Bank’s sole and absolute discretion, contain customary automatic\nrenewal provisions acceptable to the Issuing Bank pursuant to which the expiration date of such Letter of Credit shall be automatically\nextended for a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above, except to the extent otherwise\ncash collateralized or backstopped pursuant to arrangements reasonably acceptable to the applicable Issuing Bank and the Administrative\nAgent).\n\n(d) Participations.\nBy the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action\non the part of the applicable Issuing Bank or the Lenders, applicable Issuing Bank hereby grants to each Lender, and each Lender hereby\nacquires from the applicable Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage\nof the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each\nLender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank,\nsuch Lender’s Applicable Percentage of each LC Disbursement in Dollars made by such Issuing Bank and not reimbursed by the Borrower\non the date due as provided in paragraph (e) of this Section 2.06, or of any reimbursement payment required to be refunded to the Borrower\nfor any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect\nof Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment,\nrenewal or extension of any Letter of Credit or the occurrence and continuance of a Default or\n\n37\n\nreduction or termination of the Commitments,\nand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever in Dollars.\n\n(e) Reimbursement.\nIf any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC\nDisbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 11:00 a.m., New York City\ntime, on (i) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 9:00\na.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives\nsuch notice, if such notice is received after 9:00 a.m., New York City time, on the day of receipt; provided that, if such LC\nDisbursement is greater than or equal to $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein,\nrequest in accordance with Section 2.03 that such payment be financed with an ABR Borrowing in an equivalent amount and, to\nthe extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR\nBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable\nLC Disbursement, the payment then due from the Borrower in respect thereof, and such Lender’s Applicable Percentage thereof.\nPromptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the\npayment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender\n(and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative\nAgent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the\nAdministrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such\npayment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse\nsuch Issuing Bank, then to such Lenders and the Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant\nto this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above)\nshall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.\n\n(f) Obligations\nAbsolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be\nabsolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and\nall circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit\nAgreement or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of\nCredit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect,\n(iii) any payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with\nthe terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing,\nthat might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,\nthe Borrower’s obligations hereunder (other than the defense of payment or performance). Neither the Administrative Agent, the Lenders\nnor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with\nthe issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the\ncircumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery\nof any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing\nthereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable\nIssuing Bank; *provided* that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the\nextent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby\nwaived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the applicable Issuing Bank’s\nfailure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms\nthereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank\n(as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination.\nIn furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented\nwhich appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion,\neither accept\n\n38\n\nand make payment upon such documents without responsibility for further investigation, regardless of any notice or information\nto the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms\nof such Letter of Credit.\n\n(g) Disbursement\nProcedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand\nfor payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed\nby fax or through Electronic Systems) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement\nthereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to\nreimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.\n\n(h) Interim\nInterest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in\nfull on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the\ndate such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum\nthen applicable to ABR Loans and such interest shall be due and payable on the date when such reimbursement is due and payable; provided\nthat, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section\n2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except\nthat interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the\napplicable Issuing Bank shall be for the account of such Lender to the extent of such payment.\n\n(i) Replacement\nand Resignation of an Issuing Bank.\n\n(i) Any Issuing Bank may be replaced\nat any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank.\nThe Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become\neffective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From\nand after the effective date of any such replacement, (x) the successor Issuing Bank shall have all the rights and obligations of the\nIssuing Banks under this Agreement with respect to Letters of Credit to be issued thereafter and (y) references herein to the term “Issuing\nBank” shall be deemed to refer to such successor or to any previous Issuing Banks, or to such successor and all previous Issuing\nBanks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party\nhereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit\nthen outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.\n\n(ii) Subject to the appointment\nand acceptance of a successor Issuing Bank by the Borrower and the Administrative Agent, any Issuing Bank may resign as an Issuing Bank\nat any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such\nresigning Issuing Bank shall be replaced in accordance with this Section 2.06(i).\n\n(j) Cash\nCollateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives written notice\nfrom the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrower\nshall deposit in an account of a Loan Party maintained with the Administrative Agent or that is subject to a Control Agreement (the “**LC\nCollateral Account**”), an amount in cash (or in a manner otherwise acceptable to the Administrative Agent) equal to 105%\nof the LC Exposure as of such date plus accrued and unpaid interest thereon; *provided* that the obligation to deposit such cash\ncollateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice\nof any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. The\nBorrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20.\nEach such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations.\nThe Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral\nAccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account\n\n39\n\nand all moneys or other\nassets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall\nbe made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall\nnot bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be\napplied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the\nextent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such\ntime or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Lenders), be applied to satisfy\nother Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence\nof an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business\nDays after all Events of Default have been cured or waived.\n\n(k) Issuing\nBank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in\naddition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i)\nperiodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of\nCredit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations and cancelations\nand all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends, renews or extends\nany Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit\nissued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension\n(and whether the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC\nDisbursement, the date and amount of such LC Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an LC\nDisbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such LC\nDisbursement, and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to\nthe Letters of Credit issued by such Issuing Bank.\n\n(l) LC\nExposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any\ndocument related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum\nstated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect\nat the time of determination.\n\n(m) [Intentionally\nOmitted].\n\n(n) Letters\nof Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any\nobligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,”\n“customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any\nrights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect\nof such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such Letter\nof Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account\nof the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any\nor all of the obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of\nsuch Letters of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial\nbenefits from the businesses of such Subsidiaries.\n\nSECTION 2.07 Funding\nof Borrowings.\n\n(a) Each\nLender shall make each Loan to be made by it hereunder on the proposed date thereof solely by wire transfer of immediately available funds\nby 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice\nto the Lenders in an amount equal to such Lender’s Applicable Percentage. The Administrative Agent will make such Loans available\nto the Borrower by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to the Funding\n\n40\n\nAccount(s);\nprovided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be\nremitted by the Administrative Agent to the applicable Issuing Bank.\n\n(b) Unless\nthe Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not\nmake available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such\nLender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption,\nmake available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing\navailable to the Administrative Agent, then the applicable Lender and the Borrower each severally agree to pay to the Administrative Agent\nforthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available\nto the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the\nNYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii)\nin the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then\nsuch amount shall constitute such Lender’s Loan included in such Borrowing; provided that any interest received from the\nBorrower by the Administrative Agent during the period beginning when Administrative Agent funded the Borrowing until such Lender pays\nsuch amount shall be solely for the account of the Administrative Agent.\n\nSECTION 2.08 Interest\nElections.\n\n(a) Each\nBorrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Term Benchmark\nBorrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to\nconvert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term Benchmark Borrowing, may elect\nInterest Periods therefor, all as provided in this Section 2.08. The Borrower may elect different options with respect to different\nportions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans\ncomprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.\n\n(b) To\nmake an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election either in writing (delivered\nby hand or fax) by delivering an Interest Election Request signed by a Financial Officer of the Borrower or through Electronic Systems,\nif arrangements for doing so have been approved by the Administrative Agent, by the time that a Borrowing Request would be required under\nSection 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date\nof such election. Each such Interest Election Request shall be irrevocable.\n\n(c) Each\nInterest Election Request (including requests submitted through Electronic Systems) shall specify the following information in compliance\nwith Section 2.02:\n\n(i) the\nBorrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions\nthereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses\n(iii) and (iv) below shall be specified for each resulting Borrowing);\n\n(ii) the\neffective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;\n\n(iii) whether\nthe resulting Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing; and\n\n(iv) if\nthe resulting Borrowing is a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such election,\nwhich shall be a period contemplated by the definition of the term “Interest Period”.\n\n41\n\nIf any such Interest Election\nRequest requests a Term Benchmark Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected\nan Interest Period of one month’s duration.\n\n(d) Promptly\nfollowing receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such\nLender’s portion of each resulting Borrowing.\n\n(e) If\nthe Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing prior to the end of the Interest\nPeriod applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing\nshall be continued as a Term Benchmark Borrowing for an additional Interest Period of one month. Notwithstanding any contrary provision\nhereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so\nnotifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued\nas a Term Benchmark Borrowing and (ii) unless repaid, each Term Benchmark Borrowing shall be converted to an ABR Borrowing at the end\nof the Interest Period applicable thereto.\n\n**Notwithstanding\nthe foregoing, in no event shall the Borrower be permitted to (i) elect an Interest Period for Term Benchmark Loans that does not comply\nwith Section 2.02(d), or (ii) request pursuant to this Section 2.08(c), prior to a Benchmark Transition Event and Benchmark Replacement\nDate with respect to the Term SOFR Rate, an RFR Loan bearing interest based on Daily Simple SOFR (it being understood and agreed that\nDaily Simple SOFR shall only apply to the extent provided in Sections 2.14(a) and 2.14(f)).**\n\nSECTION 2.09 Termination\nand Reduction of Commitments.\n\n(a) Unless\npreviously terminated, all of the Commitments shall terminate on the Maturity Date.\n\n(b) The\nBorrower may at any time terminate, or from time to time reduce, the Commitments; *provided* that (i) each reduction of the Commitments\nshall be in an amount that is (x) an integral multiple of $250,000 and not less than $500,000 or (y) such lesser amount constituting the\nremaining undrawn Commitments and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent\nprepayment of the Loans in accordance with Section 2.11, the Aggregate Credit Exposure would exceed the aggregate Commitments.\n\n(c) The\nBorrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section\n2.09 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective\ndate thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each\nnotice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; *provided* that a notice of termination of the\nCommitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or transactions,\nin which case such notice may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified\neffective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction\nof the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.\n\nSECTION 2.10 Repayment\nof Loans; Evidence of Debt.\n\n(a) The\nBorrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount\nof each Loan on the Maturity Date.\n\n(b) Each\nLender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such\nLender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from\ntime to time hereunder.\n\n(c) The\nAdministrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and\nthe Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from\nthe Borrower to each Lender hereunder and (iii) the\n\n42\n\namount of any sum received by the Administrative Agent hereunder for the account of\nthe Lenders and each Lender’s share thereof.\n\n(d) The\nentries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section 2.10 shall be *prima facie* evidence of\nthe existence and amounts of the Obligations recorded therein; *provided* that the failure of any Lender or the Administrative Agent\nto maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance\nwith the terms of this Agreement.\n\n(e) Any\nLender may request in writing to the Borrower that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall\nprepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender\nand its registered assigns) and substantially in the form of Exhibit I. Thereafter, the Loans evidenced by such promissory note and interest\nthereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such\nform payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).\n\nSECTION 2.11 Prepayment\nof Loans.\n\n(a) The\nBorrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in\naccordance with paragraph (e) of this Section 2.11 and, if applicable, payment of any break funding expenses under Section 2.16;\n*provided* that each prepayment shall be in an aggregate amount that is (x) an integral multiple of $250,000 and not less than $500,000\nor (y) such lesser amount constituting the entire outstanding amount of such Borrowing. In the absence of such direction by the Borrower,\nvoluntary prepayments shall be applied first, to any outstanding ABR Loans until such ABR Loans are repaid in full, and then, to any outstanding\nTerm Benchmark Loans (in each case, in direct order of maturity).\n\n(b) The\nBorrower shall notify the Administrative Agent in writing or by telephone (confirmed by fax) or through Electronic Systems, if arrangements\nfor doing so have been approved by the Administrative Agent, of any prepayment hereunder (i) (A) in the case of prepayment of a Term Benchmark\nBorrowing, not later than 10:00 a.m., New York City time, three (3) U.S. Government Securities Business Days before the date of prepayment,\nand (B) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) U.S. Government Securities Business Days\nbefore the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on\nthe date of the proposed prepayment. Each such telephone and written notice shall be irrevocable and shall specify the prepayment date\nand the principal amount of each Borrowing or portion thereof to be prepaid; *provided* that, if a notice of prepayment is given\nin connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09 or is otherwise conditioned\nupon the consummation of a transaction, then such notice of prepayment may be revoked (or extended) if such notice of termination is revoked\nor extended in accordance with Section 2.09 or such transaction does not occur. Promptly following receipt of any such notice relating\nto a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall\nbe in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02,\nexcept as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably\nto the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued but unpaid interest to the extent required\nby Section 2.13.\n\nSECTION 2.12 Fees.\n\n(a) The\nBorrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the rate of\n**(i) prior to the Fourth Amendment Effective Date,**0.35% per\nannum on the average**and\n(ii) from and after the Fourth Amendment Effective Date, 0.25% per annum, in each case, on the** daily unused amount of the Commitment\nof such applicable Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’\nCommitments terminate; *provided,*that no commitment fee shall accrue on the Commitment of a Defaulting Lender for so long as such\nLender is a Defaulting Lender. Accrued commitment fees shall be payable in arrears on the first Business\nDay**fifteenth (15th) day** of each\nfiscal quarter of each year and on the date on which the Commitments terminate, commencing on the\n\n43\n\nfirst such date to occur after the date\nhereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed\n(including the first day but excluding the last day).\n\n(b) The\nBorrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations\nin Letters of Credit (the “**Participation Fee**”), which shall accrue at the same Applicable Rate used to determine\nthe interest rate applicable to Term Benchmark Loans on the average daily amount of such\nLender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including\nthe Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such\nLender ceases to have any LC Exposure; *provided*, that, with respect to each Letter of Credit, the Participation Fee shall equal\n1.00% per annum to the extent that the Borrower shall deposit in an account maintained with the Administrative Agent, an amount in cash\nor Cash Equivalents equal to 105% of the LC Exposure as of such date with respect to such Letter of Credit (or such lesser amount as agreed\nby the Administrative Agent), and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on\nthe average daily amount of the LC Exposure attributable to Letters of Credit issued\nby such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including\nthe Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any\nLC Exposure, as well as each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation,\nnegotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder (if consistent with\ncustomary practices of such Issuing Bank, pursuant to written documentation separately agreed to by the Borrower). Participation fees\nand fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the\nthird Business Day**fifteenth\n(15th) day** following such last day, commencing on the first such date to occur after the Effective Date; provided\nthat all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which\nthe Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall\nbe payable within ten (10) days after written demand. All participation fees and fronting fees shall be computed on the basis of a year\nof 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).\n\n(c) The\nBorrower agrees to pay to the Administrative Agent and the Lead Arranger, for their own respective accounts, fees payable in the amounts\nand at the times separately agreed upon in writing between the Borrower, on the one hand, and the Administrative Agent and the Lead Arranger,\non the other.\n\n(d) All\nfees payable hereunder shall be paid on the dates due, in dollars in immediately available funds, to the Administrative Agent (or to any\nIssuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders.\nFees paid shall not be refundable under any circumstances.\n\nSECTION 2.13 Interest.\n\n(a) The\nLoans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.\n\n(b) The\nLoans comprising each Term Benchmark Borrowing shall bear interest at the Adjusted Term SOFR Rate for the Interest Period in effect for\nsuch Borrowing plus the Applicable Rate. Each RFR Loan shall bear interest at a rate per annum equal to the Adjusted Daily Simple SOFR\nplus the Applicable Rate.\n\n(c) Notwithstanding\nthe foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may, at\ntheir option, by written notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any\nprovision of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in interest rates),\ndeclare that (i) all Loans that are overdue shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in\nthe preceding paragraphs of this Section or (ii) in the case of any other amount hereunder that is overdue, such amount shall accrue at\n2% plus the rate applicable to such fee or other obligation as provided hereunder.\n\n44\n\n(d) Accrued\ninterest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest\nPayment Date for such Loan and, in the case of Loans, upon termination of the Commitments; *provided* that (i) interest accrued pursuant\nto paragraph (c) of this Section 2.13 shall be payable on written demand, (ii) in the event of any repayment or prepayment of any Loan\n(other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid\nor prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark\nLoan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of\nsuch conversion.\n\n(e) All\ncomputed by reference to the Term SOFR Rate or Daily Simple SOFR hereunder shall be computed on the basis of a year of 360 days. Interest\ncomputed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on\nthe basis of a year of 365 days (or 366 days in a leap year). In each case, interest shall be payable for the actual number of days elapsed\n(including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon\nthe outstanding principal amount of such Loan as of the applicable date of determination. Any determination of the applicable Alternate\nBase Rate, Adjusted Term SOFR Rate, Term SOFR Rate, Adjusted Daily Simple SOFR or Daily Simple SOFR shall be determined by the Administrative\nAgent, and such determination shall be conclusive absent manifest error.\n\nSECTION 2.14 Alternate\nRate of Interest; Illegality.\n\n(a) Subject\nto clauses (b), (c), (d), (e) and (f) of this Section 2.14, if:\n\n(i) the\nAdministrative Agent determines (which determination shall be conclusive and binding absent manifest error) (A) prior to the commencement\nof any Interest Period for a Term Benchmark Borrowing that adequate and reasonable means do not exist for ascertaining the Adjusted Term\nSOFR Rate (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for\nsuch Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily\nSimple SOFR; or\n\n(ii) the\nAdministrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark\nBorrowing, the Adjusted Term SOFR Rate for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders\n(or Lender) of making or maintaining their Loans (or Loan) included in such Borrowing for such Interest Period, or (B) at any time, the\napplicable Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining\ntheir Loans (or its Loan) included in such Borrowing;\n\nthen the Administrative\nAgent shall give notice thereof to the Borrower and the Lenders through any Electronic System as provided in Section 9.01 as promptly\nas practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving\nrise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request\nin accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, any Interest Election\nRequest that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing\nRequest that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as\napplicable, for (1) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.14(a)(i) or (ii) above\nor (2) an ABR Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or (ii) above. Furthermore, if any\nTerm Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent\nreferred to in this Section 2.14(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until\n(x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with\nrespect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section\n2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, (1) any Term Benchmark Loan shall on the last day of the\nInterest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long\nas the Adjusted Daily Simple\n\n45\n\nSOFR is not also the subject of Section 2.14(a)(i) or (ii) above or (y) an ABR Loan if the Adjusted Daily\nSimple SOFR also is the subject of Section 2.14(a)(i) or (ii) above, on such day, and (2) any RFR Loan shall on and from such day be converted\nby the Administrative Agent to, and shall constitute, an ABR Loan.\n\n(b) Notwithstanding\nanything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document”\nfor purposes of this Section 2.14), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior\nto the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance\nwith clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement\nwill replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent\nBenchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document\nand (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement”\nfor such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan\nDocument in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date\nnotice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party\nto, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection\nto such Benchmark Replacement from Lenders comprising the Required Lenders.\n\n(c) Notwithstanding\nanything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement\nConforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments\nimplementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party\nto this Agreement or any other Loan Document.\n\n(d) The\nAdministrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii)\nthe implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the\nremoval or reinstatement of any tenor of a Benchmark pursuant to Section 2.14(e) and (v) the commencement or conclusion of\nany Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if\napplicable, any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a\ntenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or\nrefrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or\ntheir sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case,\nas expressly required pursuant to this Section 2.14.\n\n(e) Notwithstanding\nanything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark\nReplacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark\nis not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative\nAgent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement\nor publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative\nAgent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable\nor non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on\na screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement\nthat it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may\nmodify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed\ntenor.\n\n(f) Upon\nthe Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to any Relevant Rate, the\nBorrower may revoke any request for **(i)**a\nTerm Benchmark Borrowing of,**or**\nconversion to or continuation of Term Benchmark Loans to\nbe made, converted or continued**or (ii) an RFR Borrowing\nor conversion to RFR Loans,** during any Benchmark Unavailability Period and, failing\n\n46\n\nthat,\nthe Borrower will be deemed to have converted any such request\n**for a Term Benchmark Borrowing or RFR Borrowing, as applicable,**into\na request for a Borrowing of or conversion to (A) **solely with respect\nto any such request for a Term Benchmark Borrowing,**an RFR Borrowing so long as the Adjusted\nDaily Simple SOFR is not the subject of a Benchmark Transition Event or (B) an ABR Borrowing if the Adjusted Daily Simple SOFR is the\nsubject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current\nBenchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,\nwill not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s\nreceipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark\nLoan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this **‎**Section\n2.14, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative\nAgent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition\nEvent or (y) an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR\nLoan shall on and from such day be converted by the Administrative Agent to, and shall constitute, an ABR Loan.\n\nSECTION 2.15 Increased\nCosts.\n\n(a) If\nany Change in Law shall:\n\n(i) impose,\nmodify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance\ncharge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such\nreserve requirement reflected in the Adjusted Term SOFR Rate) or Issuing Bank;\n\n(ii) impose\non any Lender or Issuing Bank or the applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting\nthis Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or\n\n(iii) subject\nany Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of\nExcluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,\nor its deposits, reserves, other liabilities or capital attributable thereto;\n\nand the result of any of the foregoing shall\nbe to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan (or of maintaining\nits obligation to make any such Loan) or to increase the cost to such Lender, Issuing Bank or such other Recipient of participating in,\nissuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank\nor such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will, following receipt of a certificate\nfrom such Lender or Issuing Bank in accordance with clause (c) of this Section 2.15, pay to such Lender, Issuing Bank or such other Recipient,\nas the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the\ncase may be, for such additional costs incurred or reduction suffered.\n\n(b) If\nany Lender or Issuing Bank determines in good faith that any Change in Law regarding capital or liquidity requirements has or would have\nthe effect of materially reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such\nLender’s or Issuing Bank’s holding company, if any, as a consequence of any Loan Document or the Loans made by, or participations\nin Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender\nor Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking\ninto consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s\nholding company with respect to capital adequacy and liquidity), then from time to time the Borrower will, following receipt of a certificate\nfrom such Lender or Issuing Bank in accordance with clause (c) of this Section 2.15, pay to\n\n47\n\nsuch Lender or Issuing Bank, as the case may\nbe, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or Issuing Bank’s\nholding company for any such reduction suffered.\n\n(c) A\ncertificate of a Lender or any Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or\nits holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.15 shall be delivered to the Borrower\nand shall be conclusive absent manifest error; *provided*, that in each case such Lender or Issuing Bank shall determine such amount\nor amounts in good faith and in a manner generally consistent with such Lender’s or Issuing Bank’s treatment of similarly\nsituated borrowers of such Lender or Issuing Bank (with respect to similarly affected commitments, loans or participations under agreements\nhaving provisions similar to this Section 2.15) after consideration of such factors as such Lender or Issuing Bank then reasonably determines\nto be relevant. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate\nwithin fifteen (15) days after receipt thereof.\n\n(d) Failure\nor delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver\nof such Lender’s or Issuing Bank’s right to demand such compensation; *provided* that the Borrower shall not be required\nto compensate a Lender or the Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 270\ndays prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to\nsuch increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor by delivery\nof a certificate in accordance with clause (c) of this Section 2.15; *provided further* that, if the Change in Law giving rise to\nsuch increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of\nretroactive effect thereof.\n\nSECTION 2.16 Break\nFunding Payments.\n\n(a) With\nrespect to Loans that are not RFR Loans, in the event of (i) the payment of any principal of any Term Benchmark Loan other than\non the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any\nprepayment pursuant to Section 2.11), (ii) the conversion of any Term Benchmark Loan other than on the last day of\nthe Interest Period applicable thereto, (iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the\ndate specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(c)\nand is revoked in accordance therewith), or (iv) the assignment of any Term Benchmark Loan other than on the last day of the\nInterest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or 9.02(d), then, in any\nsuch event, after receipt of a written request by such Lender (which request shall set forth the basis for requesting such amount\nand, absent manifest error, the amount requested shall be conclusive), the Borrower shall compensate each Lender for the loss, cost\nand expense attributable to such event, but excluding any losses of anticipated profits. A certificate of any Lender setting forth\nany amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall\nbe conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within\nfifteen (15) days after receipt thereof.\n\n(b) With\nrespect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable\nthereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow or\nprepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under\n**‎**Section 2.11 and is revoked in accordance therewith) or (iii) the assignment of any\nRFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to Section 2.18,\nthen, in any such event, After receipt of a written request by such Lender (which request shall set forth the basis for requesting such\namount and, absent manifest error, the amount requested shall be conclusive), the Borrower shall compensate each Lender for the loss,\ncost and expense attributable to such event but excluding any losses of anticipated profits. A certificate of any Lender setting forth\nany amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be\nconclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within fifteen (15)\ndays after receipt thereof.\n\n48\n\nSECTION 2.17 Payments\nFree of Taxes.\n\n(a) All\npayments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for\nany Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding\nagent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding\nagent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant\nGovernmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable\nLoan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings\napplicable to additional sums payable under this Section 2.17) the applicable Lender (or, in the case of any amount received by the Administrative\nAgent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deduction\nor withholding been made.\n\n(b) Payment\nof Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable\nlaw, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.\n\n(c) Evidence\nof Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section\n2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental\nAuthority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory\nto the Administrative Agent.\n\n(d) Indemnification\nby the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor,\nfor the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under\nthis Section 2.17) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable\nexpenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted\nby the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender\n(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive\nabsent manifest error.\n\n(e) Indemnification\nby the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for\n(i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the\nAdministrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes\nattributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a\nParticipant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the\nAdministrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto,\nwhether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to\nthe amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest\nerror. Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts at any time owing to such\nLender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any other source against any\namount due to the Administrative Agent under this paragraph (e).\n\n(f) Status\nof Lenders.\n\n(i) Any Lender that is entitled to an\nexemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and\nthe Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed\nand executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without\nwithholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative\nAgent, shall deliver such other documentation prescribed by applicable law or\n\n49\n\nreasonably requested by the Borrower or the Administrative\nAgent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding\nor information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution\nand submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D)\nbelow) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such\nLender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.\n\n(ii) Without limiting the generality\nof the foregoing, in the event that the Borrower is a U.S. Person:\n\n(A) any\nLender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes\na Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),\nan executed copy of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;\n\n(B) any\nForeign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number\nof copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement\n(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following\nis applicable:\n\n(1) in\nthe case of a Foreign Lender claiming the benefits of an income tax treaty to which the U.S. is a party (x) with respect to payments of\ninterest under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from,\nor reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to\nany other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption\nfrom, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article\nof such tax treaty;\n\n(2) an\nexecuted copy of IRS Form W-8ECI;\n\n(3) in\nthe case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a\ncertificate substantially in the form of Exhibit D-1 to the effect that such Foreign Lender is not a “bank” within the\nmeaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning of Section\n881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a\n“U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as\napplicable; or\n\n(4) to\nthe extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form\nW-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3,\nIRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender\nis a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such\nForeign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and\nindirect partner;\n\n(C) any\nForeign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number\nof copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement\n(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other\nform prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,\ntogether with such supplementary documentation as may\n\n50\n\nbe prescribed by applicable law to permit the Borrower or the Administrative Agent\nto determine the withholding or deduction required to be made; and\n\n(D) if\na payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient\nwere to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of\nthe Code, as applicable), such Recipient shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by\nlaw and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable\nlaw (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower\nor the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA\nand to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct\nand withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA\nafter the date of this Agreement.\n\nEach Lender agrees that\nif any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form\nor certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.\n\n(g) Treatment\nof Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any\nTaxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this\nSection 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made\nunder this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of\nsuch indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such\nrefund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over\npursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event\nthat such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary\nin this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this\nparagraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party\nwould have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed\nand the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (g) shall not be construed\nto require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential)\nto the indemnifying party or any other Person.\n\n(h) Survival.\nEach party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any\nassignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge\nof all obligations under any Loan Document.\n\n(i) Defined\nTerms. For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable law”\nincludes FATCA.\n\nSECTION 2.18 Payments\nGenerally; Allocation of Proceeds; Pro Rata Treatment; Sharing of Set-offs.\n\n(a) The\nBorrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements,\nor of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) at or prior to the time expressly required hereunder (or, if not\nsuch time is expressly required, no later than 1:00 p.m., New York City time), on the date when due, in immediately available funds, without\nset off, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent,\nbe deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall\nbe made to the Administrative Agent at its offices at 10 South\n\n51\n\nDearborn, Floor L2, Suite IL1-1145, Chicago,\nIllinois, except payments to be made directly to the applicable Issuing Banks as expressly provided herein and**applicable\noffice or offices as described in the Administrative Questionnaire provided by the Administrative Agent to the Borrower from time to time,**\nexcept that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative\nAgent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following\nreceipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to\nthe next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period\nof such extension. All payments hereunder shall be made in dollars.\n\n(b) Any\nproceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest,\nfees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment\n(which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing and the\nAdministrative Agent so elects or the Required Lenders so direct, shall be applied ratably first, to pay any fees, indemnities,\nor expense reimbursements then due to the Administrative Agent and the applicable Issuing Bank from the Borrower (other than in connection\nwith Banking Services Obligations or Swap Agreement Obligations), second, to pay any fees, indemnities, or expense reimbursements\nthen due to the Lenders from the Borrower (other than in connection with Banking Services Obligations or Swap Agreement Obligations),\nratably, third, to pay interest then due and payable on the Loans ratably, fourth, to prepay principal on the Loans and\nunreimbursed LC Disbursements and to pay any amounts owing in respect of Swap Agreement Obligations and Banking Services Obligations up\nto and including the amount most recently provided to the Administrative Agent pursuant to Section 2.23, ratably, fifth,\nto pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate LC Exposure, to be held as cash\ncollateral for such Obligations, and sixth, to the payment of any other Secured Obligation due to the Administrative Agent or any\nLender from the Borrower or any other Loan Party, ratably. Notwithstanding anything to the contrary contained in this Agreement, unless\nso directed by the Borrower, or unless an Event of Default is in existence, neither the Administrative Agent nor any Lender shall apply\nany payment which it receives to any Term Benchmark Loan, except (i) on the expiration date of the Interest Period applicable thereto,\nor (ii) in the event, and only to the extent, that there are no outstanding ABR Loans and, in any such event, the Borrower shall pay the\nbreak funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing\nand exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.\nNotwithstanding the foregoing, Secured Obligations arising under Banking Services Obligations or Swap Agreement Obligations shall be excluded\nfrom the application described above and paid in clause sixth if the Administrative Agent has not received written notice thereof,\ntogether with such supporting documentation as the Administrative Agent may have reasonably requested from the applicable provider of\nsuch Banking Services or Swap Agreements.\n\n(c) At\nthe election of the Administrative Agent during the continuance of an Event of Default, all payments of principal, interest, LC\nDisbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees, costs and expenses\npursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made\nhereunder, whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this\nSection, or may be deducted from any deposit account of the Borrower maintained with the Administrative Agent. The Borrower hereby\nirrevocably authorizes, during the continuance of an Event of Default, (i) the Administrative Agent to make a Borrowing for the\npurpose of paying each payment of principal, interest and fees as it becomes due and payable hereunder or any other amount due and\npayable under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall\nbe deemed to have been requested pursuant to Section 2.03, and (ii) the Administrative Agent to charge any deposit account of\nthe Borrower maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due and payable\nhereunder or any other amount due and payable under the Loan Documents.\n\n(d) If\nany Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest\non any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate\namount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender,\nthen the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and\n\n52\n\nparticipations\nin LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably\nin accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements;\n*provided* that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered,\nsuch participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the\nprovisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the\nexpress terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation\nin any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary\nor Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to\nthe extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements\nmay exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were\na direct creditor of the Borrower in the amount of such participation.\n\n(e) Unless\nthe Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the account\nof the Lenders or an Issuing Bank pursuant to the terms hereof or any other Loan Document (including any date that is fixed for prepayment\nby notice from the Borrower to the Administrative Agent pursuant to Section 2.11(c)), notice from the Borrower that the Borrower\nwill not make such payment or prepayment, the Administrative Agent may assume that the Borrower has made such payment on such date in\naccordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank, as the case may\nbe, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing\nBank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such\nLender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding\nthe date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in\naccordance with banking industry rules on interbank compensation.\n\n(f) The\nAdministrative Agent may from time to time provide the Borrower with account statements or invoices with respect to any of the Secured\nObligations (the “Statements”). The Administrative Agent is under no duty or obligation to provide Statements, which,\nif provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant\nbilling period, whether of principal, interest, fees or other Secured Obligations. If the Borrower pays the full amount indicated on a\nStatement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing\nperiod indicated on such Statement; provided that acceptance by the Administrative Agent, on behalf of the Lenders, of any payment\nthat is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute\na waiver of the Administrative Agent’s or the Lenders’ right to receive payment in full at another time.\n\nSECTION 2.19 Mitigation\nObligations; Replacement of Lenders.\n\n(a) If\nany Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional\namounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall\nuse reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights\nand obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or\nassignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and\n(ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.\nThe Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in\nconnection with any such designation or assignment.\n\n(b) If\n(i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts\nto any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender becomes a Defaulting\nLender or a Non-Consenting Lender, then, in each case, the Borrower may, at its sole expense and effort, upon notice to such Lender and\nthe Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions\ncontained in Section 9.04), all its interests, rights (other than its existing rights to payments\n\n53\n\npursuant to Sections 2.15 or\n2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender,\nif a Lender accepts such assignment); *provided* that (i) to the extent required under Section 9.04, the Borrower shall have received\nthe prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall\nnot unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal\nof its Loans and funded participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it\nhereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case\nof all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments\nrequired to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments, and (iv) in\nthe case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the\napplicable amendment, waiver or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto,\nas a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation\npermanently cease to apply. Each party hereto agrees that (i) an assignment and delegation required pursuant to this paragraph may be\neffected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent\napplicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which\nthe Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment and delegation need\nnot be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms\nthereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute\nand deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided further\nthat any such documents shall be without recourse to or warranty by the parties thereto.\n\nSECTION 2.20 Defaulting\nLenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following\nprovisions shall apply for so long as such Lender is a Defaulting Lender:\n\n(a) fees\nshall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.12(a);\n\n(b) any\npayment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender\n(whether voluntary or mandatory, at maturity, pursuant to Section 2.18(b) or otherwise) or received by the Administrative Agent from\na Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative\nAgent as follows: *first*, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; *second*,\nto the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; *third*, to\ncash collateralize the Issuing Banks’ LC Exposure with respect to such Defaulting Lender in accordance with this Section 2.20; *fourth*,\nas the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such\nDefaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; *fifth*,\nif so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to\n(x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and\n(y) cash collateralize the Issuing Banks’ future LC Exposure with respect to such Defaulting Lender with respect to\nfuture Letters of Credit issued under this Agreement, in accordance with this Section 2.20; *sixth*, to the payment of any\namounts owing to the Lenders, the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any\nLender, the Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations\nunder this Agreement or under any other Loan Document; *seventh*, so long as no Default or Event of Default exists, to the\npayment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the\nBorrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement or\nunder any other Loan Document; and *eighth*, to such Defaulting Lender or as otherwise directed by a court of competent\njurisdiction; *provided* that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in\nrespect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related\nLetters of Credit were issued at a time when the\n\n54\n\nconditions set forth in Section 4.02 were satisfied or waived, such payment\nshall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to\nbeing applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and\nfunded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure\nare held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below. Any payments,\nprepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting\nLender or to post cash collateral pursuant to this Section 2.20 shall be deemed paid to and redirected by such Defaulting Lender,\nand each Lender irrevocably consents hereto.\n\n(c) the\nCommitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders,\nas applicable, have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant\nto Section 9.02) and such Defaulting Lender shall not be entitled to vote thereon; *provided* that any amendment, waiver or other\nmodification requiring the consent of all Lenders or each affected Lender affected which affects such Defaulting Lender disproportionately\nwhen compared to the other affected Lenders, or increases or extends the Commitment of such Defaulting Lender, shall require the consent\nof such Defaulting Lender;\n\n(d) if\nany LC Exposure exists at the time such Lender becomes a Defaulting Lender and such Lender is a Lender then:\n\n(i) all or any part of the LC Exposure\nof such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages\nbut only (x) to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s\nCredit Exposure to exceed its Commitment and (y) if the conditions set forth in Section 4.02 are satisfied at such time;\n\n(ii) if the reallocation described\nin clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the\nAdministrative Agent, cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such\nDefaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with\nthe procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;\n\n(iii) if the Borrower cash collateralizes\nany portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any\nfees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period\nsuch Defaulting Lender’s LC Exposure is cash collateralized;\n\n(iv) if the LC Exposure of the non-Defaulting\nLenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and 2.12(b) shall\nbe adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and\n\n(v) if all or any portion of such\nDefaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without\nprejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section\n2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such\nLC Exposure is reallocated and/or cash collateralized.\n\n(e) so\nlong as such Lender is a Defaulting Lender and a Lender, the LC Exposure related to any newly issued or increased Letter of Credit shall\nbe allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(d)(i) (and such Defaulting Lender shall not participate\ntherein).\n\n55\n\nIf (i) a Bankruptcy Event\nor a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue\nor (ii) any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements\nin which such Lender commits to extend credit, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit,\nunless the Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to each\nIssuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.\n\nIn the event that the Administrative\nAgent, the Borrower and each Issuing Bank each agrees that a Defaulting Lender that is a Lender has adequately remedied all matters that\ncaused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such\nLender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative\nAgent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.\n\nSECTION 2.21 Returned\nPayments. If, after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a payment\neffected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such\npayment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined\nto be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant\nto any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended\nto be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not\nbeen received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding\nany contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of\nproceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.\n\nSECTION 2.22 Expansion\nOption; Incremental Facilities.\n\n(a) The\nBorrower may from time to time elect to increase the Commitments in a minimum amount of $5,000,000 and an integral multiple of $1,000,000\nin excess thereof so long as, after giving effect thereto, the aggregate amount of all such Commitment increases does not exceed $50,000,000.\nEach request from the Borrower pursuant to this Section 2.22 shall set forth the requested amount and proposed terms of the relevant Commitment\nincrease. The Borrower may arrange for any such Commitment increase to be provided by one or more Lenders (each Lender so agreeing to\nan increase in its Commitment, an “**Increasing Lender**”), or by one or more new banks, financial institutions\nor other entities (each such new bank, financial institution or other entity, an “**Augmenting Lender**”), to increase\nthe existing Commitments; *provided*, that (i) each Augmenting Lender (other than any Affiliate of an existing Lender) shall, to\nthe extent required by Section 9.04, be subject to the approval of the Administrative Agent and the Issuing Banks, which approvals shall\nnot be unreasonably withheld, conditioned or delayed, and (ii) (A) in the case of an Increasing Lender, the Borrower and such Increasing\nLender execute an agreement substantially in the form of Exhibit E, and (B) in the case of an Augmenting Lender, the Borrower and such\nAugmenting Lender execute an agreement substantially in the form of Exhibit F hereto. No existing Lender shall have any obligation or\nbe required to provide any Commitment increase unless it expressly so agrees. No consent of any Lender (other than the Lenders participating\nin such Commitment increase) shall be required for any such increase pursuant to this Section 2.22.\n\n(b) Commitment\nincreases created pursuant to this Section 2.22 shall become effective on the date agreed by the Borrower, the Administrative Agent\nand the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof.\nNotwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) shall become effective under this\nparagraph unless (i) on the proposed date of the effectiveness of such Commitment increase: (A) (1) the representations and\nwarranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality\nqualifier shall not be applicable to any representation or warranty to the extent that it is already qualified or modified by\nmateriality in the text thereof) as of such date; and (2) no Default exists on such date; and (B) the Borrower shall be in\ncompliance on a Pro Forma Basis with the financial covenant set forth in Section 6.10, recomputed (1) as if such Commitment increase\n(and the application of proceeds thereof to the repayment of any other Indebtedness) had occurred on the first day of the Reference\nPeriod then most recently ended for which the Borrower has delivered\n\n56\n\nFinancial Statements (treating all such Commitment increases as\nfully drawn), and (2) with Consolidated Funded Debt measured as of the date of and immediately after giving effect to any funding in\nconnection with such Commitment increase (and the application of proceeds thereof to the repayment of any other Indebtedness) and\n(3) with Consolidated EBITDA measured for the Reference Period then most recently ended for which the Borrower has delivered\nFinancial Statements; and (ii) solely to the extent the Borrower in its sole discretion has agreed to pay additional fees to the\nAdministrative Agent or the Lenders in connection with such Commitment increase, the Borrower shall have paid to the Administrative\nAgent and the Lenders such fees; *provided*, *however*, that the conditions set forth in clauses (i) and (ii) shall be\nsubject to Section 5.10.\n\n(c) On\nthe effective date of any increase in the Commitments, (i) to the extent applicable, each relevant Increasing Lender and Augmenting Lender\nshall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine,\nfor the benefit of the other Lenders, as being required in order to cause, after giving effect to such Commitment increase and the use\nof such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal\nits Applicable Percentage of such outstanding Loans and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding\nLoans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Loans, with related Interest\nPeriods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed\npayments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on\nthe amount prepaid and, in respect of each Term Benchmark Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions\nof Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The terms (including interest,\nfees and amortization) of any increase in the Commitments shall be the same as those of the existing Commitments.\n\n(d) The\nBorrower and the Administrative Agent may, without the consent of any other Lenders, effect such amendments to this Agreement and the\nother Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions\nof this Section 2.22. Nothing contained in this Section 2.22 shall constitute, or otherwise be deemed to be, a commitment on the part\nof any Lender to increase its Commitment hereunder at any time.\n\nSECTION 2.23 Banking\nServices and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any\nLoan Party or any Subsidiary shall deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements,\nwritten notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party\nor Subsidiary thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent); it being understood that one\nsuch notice with respect to a specified ISDA Master Agreement shall be sufficient to give notice of all transactions thereunder, without\nthe need for separate notices for each individual transaction thereunder. In furtherance of that requirement, each such Lender or\nAffiliate thereof shall furnish the Administrative Agent, from time to time after a significant change therein or upon a request therefor,\na summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most\nrecent information provided to the Administrative Agent shall be used in determining which tier of the waterfall, contained in Section\n2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed.\n\nARTICLE III.\n\nRepresentations and Warranties\n\nThe Borrower and each other\nLoan Party represents and warrants to the Lenders that:\n\nSECTION 3.01 Organization;\nPowers. Each of the Borrower and its Subsidiaries is duly organized or incorporated, validly existing and in good standing under the\nlaws of the jurisdiction of its organization or incorporation, has all requisite power and authority to carry on its business as now conducted\nand, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse\n\n57\n\nEffect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.\n\nSECTION 3.02 Authorization;\nEnforceability. The Transactions are within each Loan Party’s organizational or constitutional powers and have been duly authorized\nby all necessary organizational and, if required, stockholder or other equity holder action. Each Loan Document to which each Loan Party\nis a party has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan\nParty, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws\naffecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding\nin equity or at law.\n\nSECTION 3.03 Governmental\nApprovals; No Conflicts. The Transactions (i) do not require any consent or approval of, registration or filing with, or any other\naction by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, except for filings\nnecessary to perfect Liens created pursuant to the Loan Documents and except as would not reasonably be expected to result in a Material\nAdverse Effect, (ii) will not violate in any respect any applicable law or regulation or the charter, by-laws or other organizational\nor constitutional documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority except as would not\nreasonably be expected to result in a Material Adverse Effect, (iii) will not violate or result in a default under any indenture, agreement\nor other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require\nany payment to be made by the Borrower or any of its Subsidiaries except as would not reasonably be expected to result in a Material Adverse\nEffect, and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries (other\nthan Liens created pursuant to or otherwise permitted under the Loan Documents).\n\nSECTION 3.04 Financial\nCondition; No Material Adverse Change.\n\n(a) The\nBorrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash\nflows (i) as of and for the fiscal year ended December 31, 2018, reported on by its independent public accountants and (ii) as of and\nfor the fiscal month and the portion of the fiscal year ended December 31, 2019. All such financial statements are prepared in accordance\nwith GAAP applied on a consistent basis throughout the periods specified and present fairly the financial position of the Borrower and\nits Subsidiaries as of such dates and the results of the operations and cash flows of the Borrower and its Subsidiaries for such periods,\nin all material respects.\n\n(b) Since\nDecember 31, 2018, there has been no event, development or circumstance that, individually or in the aggregate, has had or would reasonably\nbe expected to have a Material Adverse Effect.\n\nSECTION 3.05 Properties;\nIntellectual Property.\n\n(a) As\nof the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or leased by\nany Loan Party. Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal\nproperty material to its business, except (x) for defects in title that do not interfere with its ability to conduct its business as conducted\nfrom time to time or to utilize such properties for their intended purposes and (y) to the extent encumbered by Liens permitted under\nthe Loan Documents.\n\n(b) A\ncorrect and complete list of all intellectual property owned by any Loan Party or any Subsidiary that is registered or applied for\nwith the United States Patent and Trademark Office, the United States Copyright Office or any other similar government or\nadministrative agency, as of the date of this Agreement, is set forth on Schedule 3.05. Each of the Borrower and its\nSubsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents, trade secrets and other intellectual\nproperty used in or otherwise necessary and material to its business as currently conducted, and the operation of their respective\nbusiness by the Borrower and its Subsidiaries does not infringe upon or violate the rights of any other Person, except for any such\ninfringements or violations that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse\nEffect.\n\n58\n\nSECTION 3.06 Litigation\nand Environmental Matters.\n\n(a) There\nare no actions, suits, proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower,\nthreatened in writing against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of\nan adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result\nin a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any Loan Document or the Transactions.\n\n(b) Except\nfor the Disclosed Matters (i) no Loan Party nor any of its Subsidiaries has received written notice of any claim with respect to any Environmental\nLiability or knows of any basis for any such Environmental Liability, in each case, except as would not reasonably be expected to result\nin a Material Adverse Effect and (ii) except with respect to any other matters that, individually or in the aggregate, could not reasonably\nbe expected to result in a Material Adverse Effect, no Loan Party nor any of its Subsidiaries (1) has failed to comply with any Environmental\nLaw or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (2) has become\nsubject to any Environmental Liability.\n\n(c) Since\nthe date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has\nresulted in, or materially increased the likelihood of, a Material Adverse Effect.\n\nSECTION 3.07 Compliance\nwith Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any\nGovernmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property,\nexcept where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse\nEffect.\n\nSECTION 3.08 Investment\nCompany Status. Neither the Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject\nto regulation under, the Investment Company Act of 1940.\n\nSECTION 3.09 Taxes.\nEach Loan Party and each Subsidiary has timely filed or caused to be filed all U.S. federal income and all other material Tax returns\nand reports required to have been filed and has paid or caused to be paid all material Taxes (including withholding Taxes) required to\nhave been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or\nsuch Subsidiary has set aside on its books adequate reserves in accordance with GAAP. No claims or investigations are being or, to the\nknowledge of any Loan Party, reasonably likely to be, made or conducted against any Loan Party with respect to Taxes except as would not\nreasonably be expected to result in a Material Adverse Effect.\n\nSECTION 3.10 ERISA.\n\n(a) No\nERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability\nis reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated\nbenefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87)\ndid not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of\nsuch Plan.\n\n(b) As\nof the Effective Date, the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101,\nas 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.\n\nSECTION 3.11 Disclosure.\n\n(a) No\nwritten information of a factual nature other than the projections, other forward-looking information and information of a general economic\nor industry specific nature furnished by or by a representative of the Borrower on behalf of the Borrower or any of its Subsidiaries in\nconnection with this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) when taken as\na whole contains\n\n59\n\nany material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the\nlight of the circumstances under which they were made, when taken as a whole, not materially misleading in light of the circumstances\nunder which such statements are made; *provided* that, with respect to any projections, other forward-looking information and information\nof a general economic or industry specific nature, the Borrower represents only that such projections, other forward-looking information\nand information of a general economic or industry specific nature were prepared in good faith based upon assumptions believed by the Borrower\nto be reasonable at the time delivered and, if such projections were delivered prior to the First Effective Date, as of the First Effective\nDate, it being recognized by Lenders that any such projections other forward-looking information and information of a general economic\nor industry specific nature are subject to significant uncertainties and contingencies, many of which are beyond the Loan Parties’\ncontrol, that no assurance can be given that any particular projections will be realized and that actual results may differ and that such\ndifferences may be material and are not a guarantee of performance.\n\n(b) As\nof the First Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification\nprovided on or prior to the First Effective Date to any Lender in connection with this Agreement is true and correct in all material respects.\n\nSECTION 3.12 No Default.\nNo Default or Event of Default exists or would result from the incurrence by the Borrower or any Subsidiary of any Obligations hereunder\nor under any other Loan Document.\n\nSECTION 3.13 Solvency.\nThe Borrower and the Subsidiaries, on a consolidated basis, are Solvent.\n\nSECTION 3.14 Insurance.\nSchedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and the Subsidiaries as\nof the Effective Date. The Borrower believes that the insurance maintained by or on behalf of the Borrower and its Subsidiaries is adequate\nand customary for companies engaged in the same or similar businesses of similar size operating in the same or similar locations.\n\nSECTION 3.15 Capitalization\nand Subsidiaries. As of the Effective Date, Schedule 3.15 is a complete list of each of the Borrower’s Subsidiaries and such\nSubsidiary’s jurisdiction of incorporation. All of the issued and outstanding Equity Interests owned by any Loan Party in each of\nits Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued\nand are fully paid and non-assessable.\n\nSECTION 3.16 Security\nInterest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on and security\ninterests in, all the Collateral purported to be secured by the Collateral Documents in favor of the Administrative Agent, for the benefit\nof the Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations,\nenforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except\n(i) Permitted Encumbrances to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative\nAgent pursuant to any applicable law, (ii) Liens perfected only by possession (including possession of any certificate of title), but\nonly to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral and (iii) any other Liens\nnot required to be perfected under the Loan Documents or by the Administrative Agent.\n\nSECTION\n3.17 Employment Matters. There are no strikes, lockouts or slowdowns against any\nLoan Party or any Subsidiary pending or, to the knowledge of the Loan Parties, threatened in writing that could reasonably be\nexpected to result in a Material Adverse Effect. The hours worked by and payments made to employees of the Loan Parties and the\nSubsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law\ndealing with such matters in a manner resulting in liabilities that could reasonably be expected to result in a Material Adverse\nEffect. All payments due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any\nSubsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a\nliability on the books of the Loan Party or such Subsidiary to the extent required by GAAP.\n\n60\n\nSECTION 3.18 Margin Regulations. No\nLoan Party is engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying\nMargin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds of any Borrowing\nor Letter of Credit hereunder will be used to buy or carry any Margin Stock. Following the application of the proceeds of each Borrowing\nor drawing under each Letter of Credit, not more than 25% of the value of the assets (either of any Loan Party only or of the Loan Parties\nand their Subsidiaries on a consolidated basis) will be Margin Stock.\n\nSECTION 3.19 Anti-Corruption and Anti-Terrorism\nLaws and Sanctions.\n\n(a) Each\nLoan Party has implemented and maintains in effect policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries\nand their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and such Loan Party,\nits Subsidiaries and their respective officers and directors and, to the knowledge of such Loan Party, its employees and agents, are in\ncompliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) any Loan Party, any Subsidiary, any\nof their respective directors or officers or employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such\nLoan Party or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby,\nis a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement\nor the other Loan Documents will violate Anti-Corruption Laws or applicable Sanctions.\n\n(b) Use\nof Proceeds. The proceeds of the Loans will be used only (i) to pay fees, costs and expenses incurred in connection with the Transactions\nand (ii) for working capital and other general corporate purposes of the Borrower and the Subsidiaries (including the financing of\nPermitted Acquisitions, Capital Expenditures, Investments, Restricted Payments and the refinancing of Indebtedness, in each case, not\nprohibited by the Loan Documents).\n\nSECTION 3.20 Federal\nReserve Regulations. Neither the Borrower nor any Subsidiary is engaged principally, or as one of its important activities, in the\nbusiness of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (as defined\nin Regulation U of the Board), and no part of the proceeds of any Loan will be used, directly or indirectly, to buy or carry, or to extend\ncredit to others to buy or carry, any margin stock or for any other purpose that entails a violation of any Regulations of the Board,\nincluding Regulations T, U and X.\n\nSECTION 3.21 EEA\nFinancial Institution. No Loan Party is an EEA Financial Institution.\n\nSECTION 3.22 Plan\nAssets; Prohibited Transactions. None of the Loan Parties or any of their Subsidiaries is an entity deemed to hold “plan assets”\n(within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated\nunder this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt\nprohibited transaction under Section 406 of ERISA or Section 4975 of the Code, assuming that none of the Lenders use “plan assets”\n(within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans or the Letters of Credit.\n\n**SECTION\n3.23** **Outbound Investment Rules. Neither the Borrower nor\nany of its Subsidiaries is a “covered foreign person” as that term is used in the Outbound Investment Rules. Neither the Borrower\nnor any of its Subsidiaries currently engages, or has any present intention to engage in the future, directly or indirectly, in (a) a\n“covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules,\n(b) any activity or transaction that would constitute a “covered activity” or a “covered transaction”, as each\nsuch term is defined in the Outbound Investment Rules, if the Borrower were a U.S. Person or (c) any other activity that would cause the\nAdministrative Agent or any Lender to be in violation of the Outbound Investment Rules or cause the Administrative Agent or any Lender\nto be legally prohibit-ed by the Outbound Investment Rules from performing under this Agreement.**\n\n61\n\nARTICLE IV.\n\nConditions\n\nSECTION 4.01 Effective Date. The obligations\nof the Lenders hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in\naccordance with Section 9.02):\n\n(a) The\nAdministrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on\nbehalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed\nsignature page of this Agreement) that such party has signed a counterpart of this Agreement.\n\n(b) The\nAdministrative Agent (or its counsel) shall have received:\n\n(i) subject to Section 5.13\nfrom the Loan Parties executed counterparts of the Collateral Documents set forth on Schedule 4.01(b) to be entered into on and as\nof the Effective Date and prior to the funding of any Loans on the Effective Date;\n\n(ii) from the Borrower, a Note executed\nby the Borrower for each Lender requesting a Note at least two (2) Business Days prior to the Effective Date;\n\n(iii) with respect to each Loan\nParty, UCC-1 financing statements in a form appropriate for filing in the state of organization of such Loan Party;\n\n(iv) delivery of original stock\nor share certificates for certificated Equity Interests of each Subsidiary that constitutes Collateral, together with appropriate duly\nexecuted instruments of transfer endorsed in blank;\n\n(v) all promissory notes evidencing\nthe Collateral accompanied by instruments of transfer endorsed in blank;\n\n(vi) an executed Perfection Certificate;\n\n(vii) the results of a recent lien\nsearch in the jurisdiction of organization of each Loan Party and its respective Subsidiaries and each jurisdiction where assets of each\nLoan Party and its respective Subsidiaries are located, and the results of search reports in respect of the intellectual property of each\nLoan Party and its Subsidiaries, and such search shall reveal no Liens on any of the assets of such Loan Parties and its Subsidiaries\nexcept for liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant to a pay-off letter or other\ndocumentation reasonably satisfactory to the Administrative Agent; and\n\n(viii) insurance certificates satisfying\nthe requirements of Section 5.05**5.09**.\n\n(c) The\nAdministrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated\nthe Effective Date) of Goodwin Procter LLP, counsel for the Loan Parties, and covering such matters relating to the Loan Parties, this\nAgreement, or other Loan Documents as the Administrative Agent shall reasonably request.\n\n(d) The\nAdministrative Agent shall have received: (i) a copy of each organizational or constitutional document of each Loan Party and, to\nthe extent applicable, certified as of a recent date by the appropriate governmental official; (ii) signature and incumbency\ncertificates of the officers of the Loan Parties executing the Loan Documents to which it is a party as of the Effective Date and\nprior to the funding of any Borrowing as of the Effective Date; (iii) resolutions of the board of directors (or, if applicable,\nshareholders) or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this\nAgreement and the other Loan Documents to which such Loan Party is a party as of the Effective Date and prior to the funding of the\nany Borrowing, certified as of the Effective\n\n62\n\nDate by such Loan Party as being in full force and effect without modification or\namendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the\napplicable Governmental Authority of each Loan Party’s respective jurisdiction of incorporation, organization or formation\ndated as of a recent date prior to the Effective Date.\n\n(e) The\nAdministrative Agent shall have received all fees due and payable on or prior to the Effective Date, and, to the extent invoiced at least\none day prior to the Effective Date, shall have been reimbursed for all out of pocket expenses (including legal fees and expenses) required\nto be reimbursed by the Borrower hereunder.\n\n(f) The\nAdministrative Agent shall have received a Borrowing Request relating to the Borrowing on the Effective Date (to the extent applicable).\n\n(g) The\nAdministrative Agent shall have received a Solvency Certificate.\n\n(h) (A)\nThe Administrative Agent shall have received at least five (5) days prior to the Effective Date all documentation and other information\nwith respect to the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules\nand regulations, including the USA Patriot Act, as the Administrative Agent and Lenders shall have reasonably requested prior to the Effective\nDate; and (B) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation,\nat least five (5) days prior to the Effective Date, any Lender that has requested, prior to the Effective Date, a Beneficial Ownership\nCertification in relation to the Borrower shall have received such Beneficial Ownership Certification (*provided* that, upon the\nexecution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (B) shall be deemed\nto be satisfied).\n\n(i) The\nrepresentations and warranties of the Borrower and each Loan Party set forth in this Agreement shall be true and correct in all material\nrespects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that it is already\nqualified or modified by materiality in the text thereof).\n\n(j) No\nDefault or Event of Default hereunder shall have occurred and be continuing.\n\n(k) Since\nDecember 31, 2018, no Material Adverse Effect shall have occurred or exist, and there has been no event, development or circumstance that,\nindividually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.\n\n(l) The\nAdministrative Agent shall have received a certificate of a Responsible Officer of Borrower certifying that each of the conditions specified\nin paragraphs (i), (j) and (k) of this Section 4.01 has been satisfied.\n\n(m) The\nAdministrative Agent shall have received (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal\nyears ended as of December 31, 2018 and December 31, 2017, and the related audited consolidated statements of income, shareholders’\nequity and cash flows of the Borrower and its Subsidiaries for such fiscal years and (ii) unaudited interim consolidated financial statements\nof the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered\npursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not,\nin the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of\nthe Borrower and its Subsidiaries, as reflected in the audited, consolidated financial statements described in clause (i) of this paragraph.\n\n(n) [Intentionally\nOmitted].\n\n63\n\n(o) Each\ndocument (including any Uniform Commercial Code financing statement or federal intellectual property filings) required by the\nCollateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order\nto create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described\ntherein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section\n6.02), shall be in proper form for filing, registration or recordation.\n\nSECTION 4.02 Each\nCredit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of any Issuing Bank to issue, amend,\nrenew or extend any Letter of Credit, in each case, is subject to the satisfaction of each of the following conditions:\n\n(a) The\nrepresentations and warranties of the Borrower and each Loan Party set forth in this Agreement or the other Loan Documents shall be true\nand correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty\nto the extent that it is already qualified or modified by materiality in the text thereof) on and as of the date of such Borrowing or\nthe date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent any such representation\nor warranty expressly relates to an earlier date, in which case, such representation or warranty shall be true and correct in all material\nrespects as of such earlier date), and the Administrative Agent shall have received a certificate to that effect dated such date and executed\nby a Financial Officer of the Borrower.\n\n(b) At\nthe time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit,\nas applicable, no Default or Event of Default shall have occurred and be continuing.\n\n(c) The\nAdministrative Agent shall have received a Borrowing Request meeting the requirements of Section 2.03.\n\nEach Borrowing (*provided*\nthat a conversion or a continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and\neach issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the\nBorrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.\n\nARTICLE V.\n\nAffirmative Covenants\n\nUntil the Commitments have\nexpired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been Paid in Full\nand all Letters of Credit shall have expired or terminated in each case, without any pending draw, and all LC Disbursements shall have\nbeen reimbursed (or cash collateralized in accordance with the terms herein), the Borrower covenants and agrees with the Lenders that:\n\nSECTION 5.01 Financial\nStatements; and Other Information. The Borrower will furnish to the Administrative Agent (for distribution to the Lenders):\n\n(a) within\n120 days after the end of each fiscal year of the Borrower (beginning with the fiscal year ended December 31, 2019) and, solely in\nthe case of the fiscal year ended December 31, 2020, within 180 days after such fiscal year, its audited consolidated balance sheet and\nrelated statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each\ncase in comparative form the figures for the previous fiscal year (beginning with such reports delivered with respect to the fiscal year\nending December 31, 2020), all reported on by independent public accountants of recognized national standing (without qualification, commentary\nor exception, and without any qualification or exception as to the scope of such audit other than a qualification resulting solely from\nan upcoming maturity date for the Loans occurring within one year from the time such opinion is delivered) to the effect that such consolidated\nfinancial statements present fairly in all material respects the financial\n\n64\n\ncondition and results of operations of the Borrower and its\nconsolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;\n\n(b) within\n45 days (or 60 days in the case of the three fiscal quarters ending after the Effective Date for which delivery is required hereunder)\nafter the end of each fiscal quarter of the Borrower (beginning with the fiscal quarter ending March 31, 2020), its consolidated balance\nsheet and related statements of operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of\nsuch fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case\nof the balance sheet, as of the end of) the previous fiscal year (beginning with such reports that are delivered with respect to the fiscal\nquarter ending March 31, 2021), all certified by a Financial Officer as presenting fairly in all material respects the financial condition\nas of the date thereof and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis for the periods\ncovered thereby in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;\n\n(c) [intentionally\nomitted];\n\n(d) concurrently\nwith any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate (i) certifying, in the case of the financial\nstatements delivered under clause (b), that such financial statements present fairly in all material respects the financial condition\nand results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as of the date thereof in accordance\nwith GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether\na Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with\nrespect thereto, (iii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.10 and (iv) setting forth\nthe information required under the Security Agreement;\n\n(e) [intentionally\nomitted];\n\n(f) as\nsoon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower and its Subsidiaries, a consolidated\nbudget for the following fiscal year in each case in the form normally prepared and presented to management (collectively, the “**Projections**”);\n\n(g) promptly\nfollowing any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower\nor any Subsidiary, or compliance with the terms any Loan Document, as the Administrative Agent (or any Lender through the Administrative\nAgent) may reasonably request and to the extent reasonably available to the Borrower; *provided*, none of the Borrower or any Subsidiary\nwill be required to disclose or deliver information (i) in respect of which disclosure to the Administrative Agent or any Lender (or their\nrespective representatives or contractors) is prohibited by any law, any fiduciary duty or by any binding agreement, (ii) that constitutes\ntrade secrets or proprietary information or (iii) that is subject to attorney-client privilege or constitutes attorney work product; and\n\n(h) promptly\nfollowing any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes\nof compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot\nAct and the Beneficial Ownership Regulation, as applicable.\n\nNotwithstanding the foregoing,\nthe obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to financial information\nof the Borrower and its Subsidiaries by furnishing (A) the applicable consolidated financial statements of any direct or indirect Parent\nEntity of the Borrower that, directly or indirectly, holds all of the Equity Interests of the Borrower or (B) the Borrower’s (or\nany direct or indirect Parent Entity thereof, as applicable) Form 10-K or 10-Q, as applicable, filed with the SEC; *provided* that,\nwith respect to each of clauses (A) and (B), (i) to the extent such information relates to a Parent Entity of the Borrower, such information\nis accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the\nBorrower (or such parent), on the one hand, and the information relating to the Borrower and its Subsidiaries on a\n\n65\n\nstandalone basis, on\nthe other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 5.01(a),\nsuch materials are accompanied by a report and opinion by independent public accountants of recognized national standing, which report\nand opinion, subject to the same requirements and exceptions set forth under Section 5.01(a) above, shall be prepared in accordance\nwith GAAP consistently applied.\n\nSECTION 5.02 Notices\nof Material Events. The Borrower will furnish to the Administrative Agent (for distribution to the Lenders) prompt written notice\nof the following:\n\n(a) Promptly\nupon becoming aware of the existence of any condition or event that constitutes a Default or Event of Default, written notice thereof\nspecifying the nature and duration, thereof and the action being or proposed to be taken with respect thereto;\n\n(b) Promptly\nupon becoming aware of any litigation or of any investigative proceedings by a Governmental Authority commenced or threatened in writing\nagainst the Borrower or any of its Subsidiaries of which they have notice, the outcome of which could reasonably be expected to have a\nMaterial Adverse Effect on the Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed\nto be taken with respect thereto;\n\n(c) Promptly\nupon becoming aware of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could\nreasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the Threshold Amount;\n\n(d) Promptly\nupon becoming aware of the existence of any casualty or other insured damage to any portion of the Collateral with a value in excess of\nthe Threshold Amount or the commencement of any action or proceeding for the taking of any portion of the Collateral in excess of the\nThreshold Amount or interest therein under power of eminent domain or by condemnation or similar proceeding; and\n\n(e) Promptly\nafter any occurrence or after becoming aware of any condition affecting the Borrower or any Subsidiary that results in, or could reasonably\nbe expected to result in, a Material Adverse Effect.\n\nEach notice delivered under\nthis Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth\nthe details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.\n\nSECTION 5.03 Existence;\nConduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things reasonably necessary\nto preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises,\ngovernmental authorizations, intellectual property rights, licenses and permits material to the conduct of the Borrower’s business\nwhen taken as a whole, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted,\nexcept, in each case, where failure to maintain such requisite authority or failure to maintain such right, qualification, license, permit,\nfranchise, governmental authorization, intellectual property right, license or permit would not reasonably be expected to result in a\nMaterial Adverse Effect; *provided* that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted\nunder Section 6.03 and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of\nenterprise as it is presently conducted or as are reasonably related, incidental, ancillary or complementary to or a natural extension\nof the same.\n\nSECTION 5.04 Payment\nof Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all U.S. federal and all other material\nTaxes, before the same shall become delinquent or in default (taking into account applicable grace periods), except where (a) the validity\nor amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or such Subsidiary has set aside on\nits books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could\nnot reasonably be expected to result in a Material Adverse Effect; *provided*, that each Loan Party will, and will cause\n\n66\n\neach Subsidiary\nto, remit material withholding Taxes and other payroll Taxes to appropriate Governmental Authorities as and when due and payable, notwithstanding\nthe foregoing exceptions.\n\nSECTION 5.05 Maintenance\nof Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material to the conduct of\nits business in good working order and condition, ordinary wear and tear and damage by fire or other casualty excepted.\n\nSECTION 5.06 Books\nand Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep proper books of record and account\nin which true and complete entries in all material respects in accordance with GAAP will be made reflecting all of its and its Subsidiaries\nbusiness and financial transactions; *provided* that, it being understood and agreed that Foreign Subsidiaries may maintain individual\nbooks and records in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of\norganization, and (b) permit any representatives designated by the Administrative Agent on behalf of the Lenders (including employees\nof the Administrative Agent, any Lender or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative\nAgent, in each case, who have signed a non-disclosure agreement in form and substance reasonably satisfactory to the Borrower), upon reasonable\nprior written notice, to visit and inspect its properties, to examine and make copies from its books and records, including to discuss\nits affairs, finances and condition with its officers, all at such reasonable times during Borrower’s normal business hours and\nas often as reasonably requested. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection,\nmay prepare and distribute to the Lenders certain reports pertaining to the Loan Parties’ assets for internal use by the Administrative\nAgent and the Lenders. In the absence of a continuing Event of Default only one such examination in any period of 12 consecutive calendar\nmonths shall be conducted (as coordinated by the Administrative Agent) and shall be at the Borrower’s expense, and during the continuance\nof an Event of Default all such examinations shall be at the Borrower’s expense (and may occur with greater frequency); *provided*,\nthat any and all expenses incurred by a Lender pursuant to this Section 5.06 shall be solely at such Lender’s expense and Borrower\nshall have no obligation to reimburse any such Lender’s expenses. Notwithstanding anything to the contrary in this Section 5.06,\nnone of the Borrower or any Subsidiary will be required to disclose, permit the inspection, examination or making copies of abstracts\nof, or discussion of, any document, information or other matter (i) in respect of which disclosure to the Administrative Agent or any\nLender (or their respective representatives or contractors) is prohibited by any law or by any binding agreement or (ii) that is subject\nto attorney-client privilege or constitutes attorney work product.\n\nSECTION 5.07 Compliance\nwith Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all material laws, rules, regulations and orders\nof any Governmental Authority applicable to it or its property (including without limitation Environmental Laws), except where the failure\nto do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will\nmaintain in effect and enforce policies and procedures designed to ensure compliance in all material respects by the Borrower, its Subsidiaries\nand their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.\n\nSECTION 5.08 Use\nof Proceeds and Letters of Credit. The proceeds of the Loans will be used only for purposes permitted under Section 3.19(b). No part\nof the proceeds of any Loan will be used, whether directly or indirectly, to buy or carry, or to extend credit to others to buy or carry,\nany Margin Stock or for any other purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U\nand X. All Letters of Credit will be issued only to support general corporate purposes of the Borrower and its Subsidiaries. The Borrower\nwill not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or\ntheir respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (a) in furtherance\nof an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in\nviolation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction\nof or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions,\nor (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.\n\n67\n\nSECTION 5.09 Insurance.\n\n(a) General.\nEach Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers (a) insurance in\nsuch amounts (with no greater risk retention) and against such risks and such other hazards, as the senior officers of the Borrower\nin the exercise of their reasonable judgment deem to be adequate, as are customary in the industry for companies of established\nreputation engaged in the same or similar business in the same or similar locations and owning or operating similar properties and\nshall be reasonably satisfactory to the Administrative Agent (it being agreed that insurance that is substantially similar to that\nin effect on the Effective Date is reasonably satisfactory to the Administrative Agent), and (b) all insurance required pursuant to\nthe Collateral Documents. The Borrower will furnish to the Administrative Agent, upon reasonable request of the Administrative\nAgent, information in reasonable detail as to the insurance so maintained. The Borrower shall deliver, within 90 days after the\nEffective Date, to the Administrative Agent endorsements (x) to all property or casualty insurance policies covering Collateral\nnaming the Administrative Agent as lender loss payee, (y) to all general liability and other liability policies naming the\nAdministrative Agent an additional insured, which endorsements shall be in effect at all times and (z) providing that 30 days’\nadvance notice will be given to Administrative Agent prior to any cancellation or non-renewal of such policy (or 10 days’\nadvance notice prior to any such cancellation due to non-payment of premium). In the event the Borrower or any Subsidiary at any\ntime hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or\nin part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default\nhereunder, may at any time or times thereafter (but shall be under no obligation to do so), in consultation with the Borrower,\nobtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the\nAdministrative Agent reasonably deems advisable to ensure compliance under this Section 5.09. All sums so disbursed by the\nAdministrative Agent shall constitute part of the Obligations, payable as provided in this Agreement. No later than ninety (90) days\n(as such period may be extended in the reasonable discretion of the Administrative Agent) after the Effective Date (or the date any\nsuch insurance is obtained, renewed or extended in the case of insurance obtained, renewed or extended after the Effective Date),\nthe Borrower will cause all property and casualty insurance policies with respect to Collateral to be endorsed or otherwise amended\nto include a lender’s loss payable, mortgagee or additional insured, as applicable, endorsement, or otherwise reasonably\nsatisfactory to the Administrative Agent.\n\n(b) Flood\nInsurance. With respect to each Mortgaged Property (if any) that is located or lies within a “special flood hazard area”\nas designated on maps prepared by the Federal Emergency Management Agency (FEMA), the Borrower or other applicable Loan Party (A) will\nmaintain, with financially sound and reputable insurance companies, a flood insurance policy or policies (whether or not coverage is available\nfrom the National Flood Insurance Program and whether or not required by the Flood Laws), in form and substance acceptable to the Administrative\nAgent covering each such Mortgaged Property on terms reasonably acceptable to the Administrative Agent and otherwise sufficient to comply\nwith all applicable Flood Laws, and (B) promptly upon the reasonable request of the Administrative Agent, will deliver to the Administrative\nAgent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation,\nevidence of annual renewals of such insurance.\n\nSECTION 5.10 Additional\nSubsidiaries. In the event (i) the Borrower acquires or creates any Subsidiary (other than an Excluded Subsidiary) or (ii) any Excluded\nSubsidiary ceases to be an Excluded Subsidiary after the Effective Date, the Borrower shall forthwith promptly (and in any event within\n60 days (or such longer time as the Administrative Agent may agree in its reasonable discretion) after the acquisition or creation of\nsuch Subsidiary, or change in such Subsidiary’s status as an Excluded Subsidiary) cause such Subsidiary to become a Guarantor by\ndelivering to the Administrative Agent (x) a Joinder Agreement, duly executed by such Subsidiary, pursuant to which such Subsidiary agrees\nto be bound by the terms and provisions of this Agreement, and (y) such joinders or supplements to the Security Agreement and/or the other\nrelevant Collateral Documents and such other documents as the Administrative Agent shall deem necessary or advisable to perfect the Lien\nin any property of such Subsidiary which constitutes Collateral in accordance with all applicable Requirements of Law, including the filing\nof financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and such joinders to be accompanied\nby appropriate corporate resolutions, other corporate organizational documentation and customary legal opinions upon the reasonable request\nof the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and its counsel.\n\n68\n\nSECTION 5.11 Additional\nCollateral; Further Assurances.\n\n(a) The\nBorrower will, and will cause each Subsidiary (other than an Excluded Subsidiary) to, cause (i) all of its personal property (whether\ntangible, intangible or mixed, subject to the exceptions expressly contained in the Security Agreement) and (ii) subject to other applicable\nprovisions of this Agreement, all of its fee-owned real property, if any, having a fair market value (as reasonably determined by the\nBorrower) of $5,000,000 or more, to be subject at all times to first priority, perfected Liens (including a Mortgage, in the case of such\nreal property) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance\nwith the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02.\n\n(b) Without\nlimiting the foregoing, the Borrower will, and will cause each Subsidiary (other than an Excluded Subsidiary) to, execute and\ndeliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will\ntake or cause to be taken such further actions (including the filing and recording of financing statements and other documents and\nsuch other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which\nthe Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the\nother Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral\nDocuments (and subject to the exceptions set forth therein), all in form and substance reasonably satisfactory to the Administrative\nAgent.\n\n(c) Notwithstanding\nthe foregoing, under no circumstance will any Loan Party be required to execute any Collateral Documents governed by the laws of any jurisdiction\nother than the United States.\n\nSECTION 5.12 Accuracy\nof Information. The Borrower will ensure that any written information of a factual nature other than the projections, other forward-looking\ninformation and information of a general economic or industry specific nature furnished by or by a representative of the Borrower on behalf\nof the Borrower or any of its Subsidiaries in connection with this Agreement or any other Loan Document (as modified or supplemented by\nother information so furnished) when taken as a whole does not contain any material misstatement of fact or omits to state any material\nfact necessary to make the statements therein, in the light of the circumstances under which they were made, when taken as a whole, not\nmaterially misleading in light of the circumstances under which such statements are made; *provided*, that with respect to any projections,\nthe Borrower covenants only that it will cause the projections to be prepared in good faith based upon assumptions believed by the Borrower\nto be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts\nand that actual results during the period or periods covered by any such projections may differ materially from the projected results.\n\nSECTION 5.13 Post-Closing\nCovenant. The Borrower agrees to deliver, or cause to be delivered (or to use commercially reasonable efforts to deliver or cause\nto be delivered, to the extent applicable and specified on Schedule 5.13), to the Administrative Agent, the items described on Schedule 5.13\nhereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by the Administrative Agent\nin its reasonable discretion.\n\nSECTION 5.14 [Section\nIntentionally Omitted]**Post-Fourth\nAmendment Covenant. Within thirty (30) days after the Fourth Amendment Effective Date, the Borrower shall deliver to the Administrative\nAgent (for distribution to the Lenders), a financial model (prepared on a quarterly basis) for the 2026 through 2030 fiscal years with\nrespect to the Borrower and its Subsidiaries.**\n\nARTICLE VI.\n\nNegative Covenants\n\nUntil the Commitments have\nexpired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been Paid in Full and all Letters\nof Credit have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed (or\ncash collateralized or backstopped in accordance with the terms herein), the Borrower covenants and agrees with the Lenders that:\n\n69\n\nSECTION 6.01 Indebtedness.\nThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:\n\n(a) Indebtedness\ncreated under the Loan Documents;\n\n(b) Indebtedness\nexisting on the date hereof and set forth in Schedule 6.01, and modifications, replacements, restructurings, refinancings, refundings,\nrenewals, amendments, restatements or extensions of any such Indebtedness; *provided* that the amount of such Indebtedness is not\nincreased at the time of such modification, replacement, restructuring, refinancing, refunding, renewal, amendment, restatement or extension\n(unless the additional amount is permitted pursuant to another provision of this Section 6.01) except by an amount equal to accrued but\nunpaid interest thereon, a reasonable premium or other reasonable similar amount paid, and reasonable fees and expenses incurred, in connection\nwith such modification, replacement, restructuring, refinancing, refunding, renewal, amendment, restatement or extension;\n\n(c) Indebtedness\nof the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; *provided* that (A) Indebtedness\nof any Subsidiary that is not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04(g) and (B) Indebtedness\nof any Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory\nto the Administrative Agent;\n\n(d) Guarantees\nby the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; *provided*\nthat (A) the Indebtedness so Guaranteed is permitted under this Section 6.01, (B) Guarantees by the Borrower or any Subsidiary that is\na Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04(h) and (C) Guarantees permitted\nunder this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness\nso Guaranteed is subordinated to the Secured Obligations;\n\n(e) Indebtedness\nconsisting of guarantees resulting from endorsement of negotiable instruments for collection by Borrower or any other Loan Party incurred\nin the ordinary course of business;\n\n(f) Indebtedness\nincurred to finance Capital Expenditures, including Finance Lease Obligations, and any Indebtedness incurred or assumed in connection\nwith the acquisition, restoration, construction or improvement of any fixed or capital assets, including real property, or secured by\na Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do\nnot increase the outstanding principal amount (plus any accrued but unpaid interest (including any portion thereof which is payable in\nkind in accordance with the terms of such extended, renewed or replaced Indebtedness) and premium payable by the terms of such Indebtedness\nthereon and fees and expenses associated therewith), result in an earlier maturity date or decreased remaining weighted average life to\nmaturity thereof or change the parties directly or indirectly responsible for the payment thereof; *provided* that such Indebtedness\nis incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction or improvement;\n*provided further* that (A) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds\nthereof and books and records related thereto, and (B) the aggregate outstanding principal amount of such Indebtedness does not exceed\nthe greater of (x) $15,000,000 and (y) 25% of Consolidated EBITDA as of the last day of the most recently ended Reference Period\nfor which Financial Statements are available;\n\n(g) Indebtedness\nof any Person that becomes a Subsidiary after the date hereof; *provided* that (i) such Indebtedness exists at the time such Person\nbecomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate\nprincipal amount of Indebtedness permitted by this clause (g) shall not exceed the greater of (x) $10,000,000 and (y) 20.0% of Consolidated\nEBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available at any time outstanding;\n\n70\n\n(h) Indebtedness\nincurred by Borrower or its Subsidiaries arising (A) from agreements providing for indemnification, adjustment of purchase price, working\ncapital or similar obligations (including customary earn-outs, and any other deferred payments of a similar nature incurred in connection\nwith any investment by any Subsidiary), in each case, whether or not evidenced by a note, and incurred or assumed in connection with any\nPermitted Acquisition or any asset sale permitted under this Agreement or Investment permitted under this Agreement (any such obligations,\n“**Deferred Acquisition Obligations**”), or (B) from guarantees or letters of credit, surety bonds, bid bonds, appeal\nbonds, performance bonds or other similar obligations securing the performance of Borrower or any Subsidiary pursuant to such agreements;\n\n(i) Indebtedness\nin respect of treasury, depositary, cash management and netting services, automatic clearing house arrangements, overdraft protections\nand other financial accommodations of the nature described in the definition of “Banking Services” and otherwise in connection\nwith securities accounts, deposit accounts and employees’ credit or purchase cards, in each case incurred in the ordinary course\nof business;\n\n(j) Indebtedness\nconsisting of financing of insurance premiums and other Indebtedness owed to any Person (including obligations in respect of letters\nof credit, bankers’ acceptances or similar instruments issued for the benefit of such Person) providing workers’\ncompensation, health, disability or other employee benefits or property, casualty, liability insurance, self-insurance, including\npursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business\nconsistent with past practice;\n\n(k) Indebtedness\nunder Swap Agreements permitted under Section 6.05;\n\n(l) other\nIndebtedness in an aggregate principal amount not exceeding the greater of (x) $10,000,000 and (y) 20% of Consolidated EBITDA as of the\nlast day of the most recently ended Reference Period for which Financial Statements are available at any time outstanding;\n\n(m) Indebtedness\nof any Subsidiary as an account party in respect of trade letters of credit;\n\n(n) Indebtedness\nconsisting of usual and customary take or pay obligations contained in supply arrangements incurred in the ordinary course of business;\n\n(o) Indebtedness\nrepresenting deferred compensation to employees incurred in the ordinary course of business;\n\n(p) Indebtedness\nconsisting of promissory notes issued to current or former officers, directors and employees of Borrower or any Subsidiary, their respective\nestates, spouses or former spouses issued in exchange for the purchase or redemption by Borrower or such Subsidiary of its Equity Interests\nto the extent permitted by clause (vi) of Section 6.06(a);\n\n(q) Indebtedness\nof any non-Loan Party Subsidiary incurred to finance working capital needs or for other general corporate purposes, not to exceed at any\ntime outstanding the greater of (x) $6,000,000 and (y) 10% of Consolidated EBITDA as of the last day of the most recently ended Reference\nPeriod for which Financial Statements are available;\n\n(r) letters\nof credit in an aggregate principal (or face) amount at any time outstanding not to exceed (i) the greater of (x) $20,000,000 and (y)\n30% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available\nplus (ii) the aggregate principal (or face) amount of letters of credit in existence on the Effective Date issued by financial institutions\nthat are Lenders as of the Effective Date;\n\n(s) to\nthe extent constituting Indebtedness, judgments not constituting an Event of Default under clause (k) of Article VII;\n\n71\n\n(t) Indebtedness\narising from netting services, the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against\ninsufficient funds and other Indebtedness arising in connection with deposit accounts, credit cards, purchasing cards and cash management\nservices, in each case, in the ordinary course of business; and\n\n(u)\nto the extent constituting Indebtedness, advances in respect of transfer pricing or shared services agreements that are permitted by Section\n6.04(z).\n\nSECTION 6.02 Liens.\nNo Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now\nowned or hereafter acquired by it, except:\n\n(a) Permitted\nEncumbrances;\n\n(b) Liens\ncreated pursuant to any Loan Document, including the Secured Obligations;\n\n(c) any\nLien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02,\nincluding any extensions or amendments thereof; *provided* that (i) such Lien shall not apply to any other property or asset of\nthe Borrower or any Subsidiary (other than proceeds and replacements of such property or assets and additions and accessions\nthereto) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and\nreplacements thereof permitted under Section 6.01(b);\n\n(d) any\nLien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property\nor asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; *provided*\nthat (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as\nthe case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary (other than proceeds\nand replacements of such property or assets and additions and accessions thereto) and (iii) such Lien shall secure only those obligations\nwhich it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals\nand replacements thereof permitted pursuant to Section 6.01;\n\n(e) Liens\non fixed or capital assets acquired, constructed, developed, restored, replaced, maintained or improved by the Borrower or any Subsidiary\n(including any such assets made the subject of a Finance Lease Obligation); *provided* that (i) such security interests secure Indebtedness\npermitted by clause (f) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within\none hundred eighty (180) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured\nthereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests\nshall not apply to any other property or assets of the Borrower or any Subsidiary (other than any replacements of such property or assets\nand additions and accessions thereto and the proceeds and the products thereof and customary security deposits in respect thereof and\nin the case of multiple financings of equipment provided by any lender and permitted under Section 6.01(f), other equipment financed by\nsuch lender and permitted under Section 6.01(f));\n\n(f) Liens\narising out of sale and leaseback transactions permitted by Section 6.11;\n\n(g) bankers\nliens, rights of set-off and similar Liens incurred on deposits made in the ordinary course of business;\n\n(h) Liens\non deposits pursuant to Swap Agreements to secure obligations thereunder to the extent such Swap Agreements are permitted hereunder;\n\n(i) leases,\nsubleases, and non-exclusive licenses or sublicenses granted to third parties in the ordinary course of business, and exclusive licenses\ngranted to third parties; *provided* that the fair market value of all property for which exclusive licenses (other than intercompany\nexclusive licenses between\n\n72\n\nand/or among Loan Parties) are granted shall not exceed the greater of (x) $9,000,000 and (y) 15% of Consolidated\nEBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available, at any time during\nthe term of this Agreement;\n\n(j) Liens\nin favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation\nof goods;\n\n(k) purported\nLiens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered\ninto in the ordinary course of business;\n\n(l) Liens\narising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder;\n\n(m) Liens\narising solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by Borrower or any of its Subsidiaries\nin connection with any letter of intent or purchase agreement permitted hereunder;\n\n(n) [intentionally\nomitted];\n\n(o) in\nconnection with the sale or transfer of any other assets in a transaction permitted under Section 6.12, customary rights and restrictions\ncontained in agreements relating to such sale or transfer pending the completion thereof;\n\n(p) Liens\narising out of conditional sale, title retention, consignment or similar arrangements for sale of goods by Borrower or any Subsidiaries\nin the ordinary course of business;\n\n(q) Liens\nin connection with cash collateral and Cash Equivalents securing letters of credit permitted under Section 6.01(r) in an aggregate amount\nnot exceeding 105% of the face amount of such letters of credit;\n\n(r) other\nLiens; *provided* that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption\nof any such Lien or of any Indebtedness secured in reliance on this clause (r) and any substantially concurrent use of proceeds thereof,\nthe aggregate amount of Indebtedness secured by such Lien shall not exceed the greater of (x) $7,500,000 and (y) 15% of Consolidated EBITDA\nas of the last day of the most recently ended Reference Period for which Financial Statements are available and to the extent such Indebtedness\nis permitted under Section 6.01(l);\n\n(s) Liens\ngranted by a Subsidiary that is not a Loan Party in favor of any Loan Party in respect of Indebtedness or other obligations owed by such\nSubsidiary to such Loan Party;\n\n(t) Liens\nof bailees in the ordinary course of business;\n\n(u) Liens\nsecuring obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar\nagreements entered into in the ordinary course of business of the Borrower and its Subsidiaries; and\n\n(v) utility\nand similar deposits in the ordinary course of business.\n\nSECTION 6.03 Fundamental\nChanges.\n\n(a) No\nLoan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to\nmerge into or consolidate with it, or liquidate or dissolve, except that, (i) any Subsidiary may merge into or liquidate or dissolve\ninto, or consolidate with, the Borrower in a transaction in which the surviving entity is the Borrower, (ii) any Subsidiary may merge\ninto or liquidate or dissolve into, or consolidate with, any Subsidiary in a transaction in which the surviving entity is a Subsidiary\nand, if any party to such merger is\n\n73\n\na Loan Party, is or becomes a Loan Party within thirty (30) days (or such longer period as the Administrative\nAgent may reasonably agree) of such merger, liquidation or consolidation, and (iii) any Subsidiary may liquidate or dissolve if the Borrower\ndetermines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous\nto the Secured Parties; *provided*, that any such merger involving a wholly-owned Subsidiary merging into a non-wholly-owned Subsidiary\n(with such non-wholly-owned Subsidiary surviving such merger) shall not be permitted unless also permitted under Section 6.04,\n\n(b) No\nLoan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent\nof Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division\n(with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with\nthe obligations set forth in Section 1 and the other further assurances obligations set forth in the Loan Documents and become\na Loan Party under this Agreement and the other Loan Documents.\n\n(c) The\nBorrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses\nof the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses ancillary, incidental,\ncomplementary or reasonably related thereto or reasonable extensions thereof.\n\nSECTION 6.04 Investments,\nLoans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to, make or maintain any Investments\nother than:\n\n(a) Investments\nexisting on the date hereof in or to Subsidiaries and set forth on Schedule 6.04 and any extensions or amendments thereto not increasing\nthe principal or capital amount thereof;\n\n(b) Cash\nEquivalents;\n\n(c) Capital\nExpenditures and Capitalized Software Expenditures;\n\n(d) normal\ntrade credit extended in the ordinary course of business and consistent with prudent business practice;\n\n(e) advances\nor loans to officers, directors or employees of the Borrower or its Subsidiaries for business related, education, entertainment, travel\nor moving expenses to be incurred in the ordinary course of business in an amount not to exceed the greater of (x) $1,000,000 and (y)\n2.0% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available,\nin the aggregate outstanding at any one time,\n\n(f) Investments\nby the Borrower and the Subsidiaries in Equity Interests in, or capital or asset contributions to, their respective Subsidiaries; *provided*,\nthat (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to a Collateral Document to the extent required thereby\n(subject to the limitations and exceptions set forth in the applicable Collateral Document) and (ii) the aggregate amount of Investments\nby Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans to Subsidiaries that are not\nLoan Parties permitted under Section 6.04(g) and outstanding Guarantees of Indebtedness of Subsidiaries that are\nnot Loan Parties permitted under Section 6.04(h)) shall not exceed in the aggregate at any time outstanding, the greater of (x) $15,000,000**60,000,000**\nand (y) 25**20**%\nof Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available;\n\n(g) loans\nor advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary; *provided*,\nthat, (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note (which may be a global note) pledged\npursuant to a Collateral Document and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan\nParties (together with outstanding Investments in Subsidiaries that are not Loan Parties permitted under Section 6.04(f) and outstanding\nGuarantees of Indebtedness of Subsidiaries that are not Loan Parties permitted under Section 6.04(h)) shall not exceed\n\n74\n\nin the aggregate\nat any time outstanding, the greater of (x) $15,000,000**60,000,000**\nand (y) 25**20**%\nof Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available;\n\n(h) Guarantees\nconstituting Indebtedness permitted by Section 6.01; *provided*, that the aggregate principal amount of Indebtedness of Subsidiaries\nthat are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding Investments in Subsidiary that are not\nLoan Parties permitted under Section 6.04(f) and outstanding intercompany loans to Subsidiaries that are not Loan Parties permitted under\nSection 6.04(g)) shall not exceed, in the aggregate at any time outstanding, the greater of (x) $15,000,000**60,000,000**\nand (y) 25**20**%\nof Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available;\n\n(i) Loans\nor advances made by the Borrower or any Subsidiary to any Person (including employees) not in the ordinary course of business not to exceed\nthe greater of (x) $1,000,000 and (y) 2% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which\nFinancial Statements are available, in the aggregate outstanding at any one time;\n\n(j) Permitted\nAcquisitions;\n\n(k) Investments\nin cash and Cash Equivalents and obligations under Swap Agreements permitted by Section 6.05;\n\n(l) Investments\nconsisting of security deposits with utilities and other like Persons made in the ordinary course of business;\n\n(m) Investments\nreceived in connection with any insolvency proceedings in respect of any customers, suppliers or clients and in settlement of delinquent\nobligations of, and other disputes with, customers, suppliers or clients;\n\n(n) Investments\nof any Person existing at the time such Person becomes a Subsidiary or consolidates, amalgamates or merges with the Borrower or any Subsidiary\n(including in connection with an Acquisition or other Investment permitted hereunder); *provided* that such Investment was not made\nin contemplation of such Person becoming a Subsidiary or such consolidation, amalgamation or merger;\n\n(o) upon\nforeclosure (or transfer of title in lieu of foreclosure) with respect to any secured Investment in a Person other than the Borrower or\na Subsidiary and that, in each case, was made without contemplation of such foreclosure (or transfer of title in lieu of foreclosure);\n\n(p) Investments\nin the ordinary course of business consisting of Article III endorsements for collection or deposit;\n\n(q) the\nBorrower and its Subsidiaries may acquire and hold receivables and similar items owing to them in the ordinary course of business and\npayable or dischargeable in accordance with customary trade terms;\n\n(r) Investments\nconstituting customary deposits made in connection with the purchase of goods or services in the ordinary course of business;\n\n(s) Investments\nconsisting of promissory notes and other non-cash consideration, in each case received in connection with asset sales or dispositions\npermitted by Section 6.12 (other than Section 6.12(s) or Section 6.12(t) (to the extent relating to Section 6.12(s)); *provided*\nthat the applicable Loan Party complies with the requirements of the applicable Collateral Document with respect to any such promissory\nnotes or other instruments;\n\n(t) advances\nof payroll payments to employees in the ordinary course of business and Investments made pursuant to employment and severance arrangements\nof officers and employees in the\n\n75\n\nordinary course of business and transactions pursuant to stock option plans and employee benefit plans\nand arrangements in the ordinary course of business;\n\n(u) any\nendorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business;\n\n(v) Investments\nto the extent that the consideration for such Investments is made solely with the Qualified Equity Interests of the Borrower;\n\n(w) [intentionally\nomitted];\n\n(x) other\nInvestments (as valued at the fair market value (as determined in good faith by the Borrower) of such Investment at the time each such\nInvestment is made); *provided*that as of the last day of the most recently ended Reference Period for which Financial Statements\nare available after giving effect to any such Investment the Consolidated Total Net Leverage Ratio is not greater than 2.75 to 1.00 on\na Pro Forma Basis;\n\n(y) other\nInvestments in an aggregate principal amount not exceeding the greater of (x) $6,000,000**85,000,000**\nand (y) 10**30**%\nof Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available at\nany time outstanding; and\n\n(z) to\nthe extent constituting Investments, advances in respect of transfer pricing and cost-sharing arrangements (i.e. “cost-plus”\narrangements) and associated “true-up” payments, in each case, that are in the ordinary course of business.\n\nSECTION 6.05 Swap\nAgreements. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except for non-speculative\npurposes.\n\nSECTION 6.06 Restricted\nPayments.\n\n(a) No\nLoan Party will, nor will it permit any Subsidiary to make any Restricted Payment, or incur any obligation (contingent or otherwise) to\ndo so (unless such obligation is contingent upon the termination of the Commitments and the payment in full of all Loans, interest and\nfees hereunder), except:\n\n(i) the\nBorrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Qualified Equity\nInterests;\n\n(ii) (A)\nSubsidiaries may declare and pay dividends ratably with respect to their Equity Interests to the Borrower or any other Person pro rata\nand (B) any Subsidiary may declare and pay Restricted Payments to any Loan Party;\n\n(iii) Restricted\nPayments in connection with transfer pricing or shared services agreements to the extent advances related thereto are permitted pursuant\nto Section 6.04(z);\n\n(iv) the\nBorrower may make Restricted Payments of up to an aggregate of the greater of (x) $6,000,000**50,000,000**\nand (y) 10**17.5**%\nof Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available per\nfiscal year (when taken together with the amount of payments then permitted to be made in reliance on Section 6.06(b)(vi)); provided\nthat no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom;\n\n(v) the\nBorrower may make Restricted Payments in an unlimited amount; provided that at the time of and immediately after giving effect\nto the making of such Restricted Payment on a Pro Forma Basis, (i) no Event of Default shall exist and be continuing at the time of the\nmaking of such Restricted Payment\n\n76\n\nor would result therefrom and (ii) the Consolidated Total Net Leverage Ratio, determined on a Pro Forma\nBasis, does not exceed 2.50**2.00**\nto 1.00;\n\n(vi) the\nBorrower may make Restricted Payments to purchase the Borrower’s or any Parent Entity’s preferred stock, common stock,\nrestricted stock or common stock options from present or former consultants, directors, managers, officers or employees of the\nBorrower or any Parent Entity, or their estates, descendants, family, spouses or former spouses, upon the death, disability or\ntermination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management,\ndirector or manager equity plan, employee, management, director or manager stock option plan or any other employee, management,\ndirector or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee,\ndirector, manager, officer or consultant of the Borrower or any Parent Entity (including, for the avoidance of doubt, Restricted\nPayments to pay principal or interest on promissory notes that were issued to any future, present or former employee, officer,\ndirector, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or\ndistributes of any of the foregoing) of the Borrower or any Parent Entity in lieu of cash payments for the repurchase, retirement or\nother acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); *provided*\nthat the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the\nBorrower subsequent to the Effective Date in connection with resales of any stock or common stock options so purchased) shall not\nexceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts in\nany fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year);\n\n(vii) the\nBorrower may repurchase Qualified Equity Interests deemed to occur upon and to the extent of the cashless portion of the exercise of options\nor warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof;\n\n(viii) the\nBorrower may make repurchases of Equity Interests of the Borrower or any Parent Entity to the extent financed with the aggregate amount\nof Net Proceeds received by the Borrower from cash contributions made to the Borrower in exchange for (or for the issuance of) Qualified\nEquity Interests in the Borrower or any Parent Entity; *provided* that such Net Proceeds are not otherwise utilized to increase any\nbasket or used for any other purposes hereunder and used to make such Restricted Payment within 120 days after the date of receipt;\n\n(ix) the\nBorrower may make Tax Distributions (A) in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement of the\nBorrower (as amended as of the Effective Date) and (B) following an Initial Public Offering, in an amount not to exceed, in the aggregate,\nthe Tax Amount;\n\n(x) Restricted\nPayments may be made to pay, or to allow any parent company or Relevant Public Company to pay, dividends and make distributions to, or\nrepurchase or redeem shares from, its equity holders in an amount per annum no greater than 6.0% of the Market Capitalization of the Relevant\nPublic Company;\n\n(xi) Restricted\nPayments may be made in respect of (i) general corporate operating and overhead, legal, accounting and other reasonable professional\nfees and expenses of any Parent Entity, (ii) reasonable fees and expenses related to any public offering or private placement of\nEquity Interests or Indebtedness of any Parent Entity whether or not consummated, and (iii) customary salary, bonus, severance and other\nbenefits payable to, and indemnities provided on behalf of, officers, directors, employees and consultants of any Parent Entity, in each\ncase in order to permit any Parent Entity to make such payments; and\n\n(xii) following\nan Initial Public Offering, the Borrower may make Restricted Payments of amounts needed to make early termination payments (or similar\npayments) as provided for in any tax receivable agreements to which Borrower or an Affiliate is a party only to the extent that after\ngiving pro\n\n77\n\nforma effect to such Restricted Payment, or portion thereof, Liquidity (after giving effect to such Restricted Payments) shall\nbe no less than $50,000,000.\n\n(b) No\nLoan Party will, nor will it permit any Subsidiary to, make any optional prepayment on any Subordinated Indebtedness, except:\n\n(i) payments\npermitted by the provisions of the governing subordination or intercreditor agreement (which agreements shall not prohibit the payment\nof Deferred Acquisition Obligations);\n\n(ii) [intentionally\nomitted];\n\n(iii) refinancings,\nreplacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing,\nreplacement, substitution, extension, restructuring, exchange or renewal is permitted by Section 6.01 and any fees and expenses in\nconnection therewith;\n\n(iv) payments\nof intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof;\n\n(v) conversions,\nexchanges, redemptions, repayments or prepayments of such Indebtedness into or for Qualified Equity Interests of the Borrower;\n\n(vi) additional\npayments of up to an aggregate amount per fiscal year not exceeding the greater of (x) $2,500,000 and (y) 5.0% of Consolidated EBITDA\nas of the last day of the most recently ended Reference Period for which Financial Statements are available (when taken together with\nthe amount of Restricted Payments then permitted to be made in reliance on Section 6.06(a)(iv)); provided that no Event\nof Default shall exist and be continuing at the time of the making of such payment or would result therefrom; and\n\n(vii) additional\npayments; provided that (x) as of the last day of the most recently ended Reference Period for which Financial Statements are available,\nafter giving effect to any such payment the Consolidated Total Net Leverage Ratio is not greater than 2.50 to 1.00 on a Pro Forma Basis\nand (y) no Event of Default shall exist and be continuing at the time of the making of such payment or would result therefrom.\n\nSECTION 6.07 Transactions\nwith Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property\nor assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with,\nany of its Affiliates, except:\n\n(a) transactions\nthat are at prices and on other terms and conditions, taken as a whole, not materially less favorable to such Loan Party or such Subsidiary\nthan could be obtained on an arm’s-length basis from unrelated third parties (as determined in good faith by the Borrower or such\nSubsidiary);\n\n(b) transactions\nbetween or among the Borrower and any wholly-owned Subsidiary that is a Loan Party and transactions solely between or among Subsidiaries\nthat are not Loan Parties, in each case, not involving any other Affiliate;\n\n(c) any\nInvestment permitted by Sections 6.04(f), (g), (h), or (t);\n\n(d) any\nIndebtedness permitted under clause (c) of Section 6.01;\n\n(e) any\nRestricted Payment and payment of Subordinated Indebtedness permitted by Section 6.06;\n\n78\n\n(f) loans\nor advances to employees permitted under Section 6.04(e) or 6.04(i);\n\n(g) the\npayment of reasonable fees and expense reimbursements to directors of the Borrower or any Subsidiary who are not employees of such Borrower\nor any Subsidiary, and compensation, bonuses and severance and employee benefit arrangements paid to, and indemnities provided for the\nbenefit of, directors, officers or employees of the Borrower or its Subsidiaries in the ordinary course of business;\n\n(h) customary\nemployment and consulting agreements entered into the ordinary course of business;\n\n(i) any\nissuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment\nagreements, stock options and stock ownership plans approved by a Borrower’s board of directors;\n\n(j) intercompany\ntransactions, including the (A) provision of management services and other corporate overhead services, (B) provision of personnel to\nother locations within the Borrower’s consolidated group on a temporary basis and (C) provision, purchase or lease of services,\noperational support, assets, equipment, data, information and technology, that, in the case of any such intercompany transaction referred\nto in this clause (j), are subject to reasonable reimbursement or cost-sharing arrangements (as determined in good faith by the Borrower),\nwhich reimbursement or cost sharing arrangements may be effected through transfers of cash or other assets or through book-entry credits\nor debits made on the ledgers of each involved Subsidiary (*provided* that any such intercompany transaction is either (1) entered\ninto in the ordinary course of business or (2) otherwise entered into pursuant to the reasonable requirements of the business of the Borrower\nand the Subsidiaries);\n\n(k) any\ntransaction involving consideration or value of less than the greater of (x) $1,000,000 and (y) 2% of Consolidated EBITDA as of the last\nday of the most recently ended Reference Period for which Financial Statements are available; *provided*, *however*, that this\nSection 6.07 shall not limit the operation or effect of, or any payments under, (i) any license entered into in the ordinary course of\nbusiness on customary terms between Loan Parties or (ii) any agreement with respect to any joint venture to which Borrower or any Subsidiary\nis a party entered into in connection with, or reasonably related to, its lines of business (*provided* that such agreement is approved\nby Borrower’s board of directors); and\n\n(l) transactions\npursuant to transfer pricing or shared services agreements, advances with respect to which are permitted by Section 6.04(z).\n\nSECTION 6.08 Restrictive\nAgreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit\nto exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or\nany Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to\npay dividends or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to the Borrower\nor any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; *provided* that (i) the foregoing shall\nnot apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions\nexisting on the date hereof or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such\namendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good faith\nby the Borrower), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the\nsale of a Subsidiary or assets pending such sale; *provided* that such restrictions and conditions apply only to the Subsidiary or\nassets that is or are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions\nor conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions\napply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions\nin leases, licenses and other contracts restricting the assignment, subletting or transfer thereof and (vi) the foregoing shall not apply\nto any stockholder agreement, charter, by-laws or other organizational documents of Borrower or any Subsidiary as in effect on the date\nhereof and as amended to the extent permitted hereunder, (vii) the foregoing shall not apply to any\n\n79\n\nPermitted Encumbrances, (viii) clauses\n(a) and (b) of the foregoing shall not apply to restrictions on pledging joint venture interests included in customary provisions in joint\nventure agreements or arrangements and other agreements and other similar agreements applicable to joint ventures and (ix) the foregoing\nshall not apply to any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Subsidiary; *provided*\nthat such agreement was not entered into in contemplation of such Person becoming a Subsidiary and the restriction or condition set forth\nin such agreement does not apply to the Borrower or any other Subsidiary.\n\nSECTION 6.09 Amendment\nto Subordinated Indebtedness; Material Documents; Fiscal Year. No Loan Party will, nor will it permit any Subsidiary to, amend, modify\nor waive any of its rights under any agreement relating to any Subordinated Indebtedness in a manner that is in violation of the subordination\nagreement governing such Subordinated Indebtedness and materially adverse to the Lenders. The Borrower will not, nor will it permit any\nSubsidiary to, amend or modify its certificate or articles of incorporation or organization and bylaws or other organizational or governing\ndocuments to the extent such amendment or modification would reasonably be expected to have a Material Adverse Effect.\n\nSECTION 6.10 Consolidated\nTotal Net Leverage Ratio. The Borrower will not permit the Consolidated Total Net Leverage Ratio as of the last day of any Reference\nPeriod commencing with the fiscal quarter ending June 30, 2020 to be greater than 3.50 to 1.00.\n\nSECTION 6.11 Sale\nand Leaseback Transaction. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly,\nwhereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired,\nand thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as\nthe property sold or transferred, except for any such sale of any fixed or capital assets by the Borrower or any Subsidiary that is made\nfor cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within one hundred\neighty (180) days after such Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset.\n\nSECTION 6.12 Asset\nSales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including\nany Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary\n(other than to the Borrower or another Subsidiary or otherwise in compliance with Section 6.04), except:\n\n(a) (i)\nsales, transfers and dispositions of inventory, obsolete, damaged or worn-out equipment, and other obsolete, damaged, worn-out, used or\nsurplus assets or other property no longer used or useful in the business, no longer economically practical or commercially desirable\nto maintain, (ii) inventory and goods held for sale or other immaterial assets, (iii) accounts in the ordinary course of business for\ncollection, and (iv) cash and Cash Equivalents;\n\n(b) sales,\ntransfers and dispositions of assets to the Borrower or any Subsidiary; *provided* that (x) any such sales, transfers or dispositions\ninvolving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.07 and (y) at least 75% of the consideration\nreceived by a Loan Party from a Subsidiary that not a Loan Party shall be in the form of cash or Cash Equivalents;\n\n(c) sales,\ntransfers and dispositions of accounts receivable made only to the account debtors obligated therefor (excluding sales or dispositions\nin a factoring arrangement) in connection with the compromise, settlement or collection thereof;\n\n(d) sales,\ntransfers and dispositions of Cash Equivalents in the ordinary course of business;\n\n(e) sale\nand leaseback transactions permitted by Section 6.11;\n\n80\n\n(f) dispositions\nresulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding\nof, any property or asset of the Borrower or any Subsidiary;\n\n(g) transfers\nof cash in the ordinary course of business for equivalent value;\n\n(h) dispositions\nof non-core assets acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder in an aggregate amount not to\nexceed 20% of the total consideration of the total assets acquired in such Permitted Acquisition or other Investment;\n\n(i) licenses\nof patents, trademarks, copyrights, trade secrets and other intellectual property rights granted by Borrower or its Subsidiaries in the\nordinary course of business and not interfering in any respect with the ordinary conduct of the business of Borrower or such Subsidiary\nand leases, subleases, licenses or sublicenses of any real or personal property;\n\n(j) sales,\ntransfers and other dispositions of assets for fair value (as reasonably determined by the Borrower in good faith) that are not permitted\nby any other clause of this Section 6.12; *provided* that (x) the aggregate fair market value of all assets sold, transferred or\notherwise disposed of in reliance upon this clause (j) shall not exceed at the time of such disposition an amount equal to 10%\nof Consolidated Total Assets as of the last day of the most recently ended Reference Period for which Financial Statements are available,\nduring the term of this Agreement and (y) at least 75% of the consideration received shall be in the form of cash or Cash Equivalents;\n\n(k) dispositions\nof Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture\nparties set forth in joint venture arrangements and similar binding arrangements;\n\n(l) Liens\npermitted by Section 6.02 (other than Section 6.02(o)), Investments permitted by Section 6.04 (other than Section 6.04(s)) and Restricted\nPayments permitted by Section 6.06; and\n\n(m) dispositions\nof property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or\n(ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property;\n\n(n) sales,\ntransfers and dispositions, terminations or unwinding of any Swap Agreement;\n\n(o) the\nabandonment, lapse, expiration or other disposition of intellectual property, whether now or hereafter owned or licensed or acquired in\nconnection with an Acquisition or other permitted Investment that is, in the reasonable business judgment of the Borrower, no longer material\nor useful in or to the business of the Borrower and its Subsidiaries;\n\n(p) sales\nor dispositions of Equity Interests of any Subsidiary (a) prior to the time such Subsidiary becomes a wholly-owned Subsidiary, in each\ncase pursuant to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or any similar plans\nor exercise of warrants, options or other convertible into or exchangeable for the Equity Interests of such Subsidiary, so long as such\nrights, warrants, options or other securities were not entered into or issued in connection with or in contemplation of such person becoming\na Subsidiary, or (b) in order to qualify members of the governing body of such Subsidiary if required by applicable law;\n\n(q) samples,\nincluding time-limited evaluation software, provided to customers or prospective customers;\n\n(r) *de\nminimis* amounts of equipment provided to employees;\n\n81\n\n(s) the\nBorrower and any Subsidiary may (i) convert any intercompany Indebtedness to Equity Interests, (ii) transfer any intercompany Indebtedness\nto the Borrower or any Subsidiary, (iii) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation\nowing by the Borrower or any Subsidiary, (iv) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or\nformer consultants, directors, officers or employees of the Borrower or any Subsidiary or any of their successors or assigns or (v) surrender\nor waive contractual rights and settle or waive contractual or litigation claims; and\n\n(t) any\ngrant of an option to purchase, lease or acquire property, so long as the disposition resulting from the exercise of such option would\notherwise be permitted hereunder.\n\n**SECTION\n6.13** **Outbound Investment Rules. The Borrower will not, and\nwill not permit any of its Subsidiaries to, (a) be or become a “covered foreign person”, as that term is defined in the Outbound\nInvestment Rules, or (b) engage, directly or indirectly, in (i) a “covered activity” or a “covered transaction”,\nas each such term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute a “covered\nactivity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, if the Borrower\nwere a U.S. Person or (iii) any other activity that would cause the Administrative Agent or any Lender to be in violation of the Outbound\nInvestment Rules or cause the Administrative Agent or any Lender to be legally prohibited by the Outbound Investment Rules from performing\nunder this Agreement.**\n\nARTICLE VII.\n\nEvents of Default\n\nIf any of the following events (“**Events\nof Default**”) shall occur:\n\n(a) the\nBorrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the\nsame shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;\n\n(b) the\nBorrower or any other Loan Party shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred\nto in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable,\nand such failure shall continue unremedied for a period of three (3) Business Days;\n\n(c) any\nrepresentation or warranty made or deemed made by any Loan Party in this Agreement or any other Loan Document shall prove to have been\nincorrect in any material respect (or in any respect if such representation or warranty is already qualified by concepts of materiality)\nwhen made or deemed made;\n\n(d) any\nLoan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (solely with respect\nto legal existence of the Loan Parties) or 5.08 or in Article VI of this Agreement or Article IV of the Security Agreement;\n\n(e) any\nLoan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or in any other Loan Document\n(other than those which constitute a default under another Section of this Article), and such failure shall continue unremedied for a\nperiod of (i) in the case of any such failure in respect of Section 5.01(a) through (d), 5.02 (other than 5.02(a)), 5.04 or 5.09, five\n(5) Business Days and (ii) in the case of any such failure in respect of any other provision, thirty (30) days after the earlier of any\nLoan Party’s knowledge of such breach or written notice thereof from the Administrative Agent (which notice will be given at the\nrequest of any Lender);\n\n82\n\n(f) any\nLoan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of\nany Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable grace period;\n\n(g) any\nevent or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits\n(with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or\nagent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or\ndefeasance thereof, prior to its scheduled maturity; *provided* that this clause (g) shall not apply to secured Indebtedness that\nbecomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;\n\n(h) an\ninvoluntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief\nin respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign\nbankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian,\nsequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, and, in any\nsuch case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any\nof the foregoing shall be entered;\n\n(i) the\nBorrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other\nrelief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent\nto the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this\nArticle, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official\nfor the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of\na petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action\nfor the purpose of effecting any of the foregoing;\n\n(j) the\nBorrower or any Subsidiary shall become unable, admit in writing its inability to, or publicly declare its intention not to, or fail generally\nto pay its debts as they become due;\n\n(k) one\nor more final, non-appealable judgments for the payment of money in an aggregate amount in excess of the Threshold Amount, the\npayment of which is not fully covered by insurance in excess of any deductibles or which is not otherwise covered by an\nindemnification in favor of the Borrower or its Subsidiaries, as applicable, shall be rendered against the Borrower, any Subsidiary\nor any combination thereof and the same shall remain undischarged for a period of sixty (60) consecutive days during which execution\nshall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of\nthe Borrower or any Subsidiary to enforce any such judgment;\n\n(l) an\nERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have\noccurred, would reasonably be expected to result in a Material Adverse Effect;\n\n(m) a\nChange in Control shall occur;\n\n(n) except\nas permitted by the terms of this Agreement, the Loan Guaranty shall fail to remain in full force or effect or any action shall be taken\nto discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Guarantor shall fail to comply with any of\nthe terms or provisions of the Loan Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under\nthe Loan Guaranty to which it is a party, or shall give notice to such effect, including any notice of termination delivered pursuant\nto Section 10.08;\n\n83\n\n(o) except\nas permitted by the terms of any Collateral Document, (i) any Collateral Document shall for any reason fail to create a valid security\ninterest in any material portion of the Collateral, taken as a whole, as required by this Agreement or any Collateral Document, or (ii)\nany Lien on any material portion of the Collateral, taken as a whole, securing any Secured Obligation shall cease to be a perfected, first\npriority Lien; or\n\n(p) any\nmaterial provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted\nhereunder or thereunder or as a result of the termination of the Commitments and the payment in full of principal and interest on each\nLoan and all fees of the Loan Parties thereunder, shall cease to be in full force and effect; or any Loan Party or any other Person shall\ncontest in any manner the validity or enforceability of any Loan Document; or any Loan Party shall purport to revoke, terminate or rescind\nany Loan Document;\n\nthen, and in every such event (other than an\nevent with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance\nof such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or\nall of the following actions, at the same or different times: (i) terminate the Commitments (including the LC Sublimit), and thereupon\nthe Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which\ncase any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal\nof the Loans so declared to be due and payable, together with accrued but unpaid interest thereon and all fees and other obligations of\nthe Borrower accrued hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice\nof any kind, all of which are hereby waived by the Borrower, and (iii) require that the Borrower provide cash collateral for the LC Exposure\nin accordance with Section 2.06(j) hereof; and in case of any event with respect to the Borrower described in clause (h) or (i) of this\nArticle, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC\nExposure, together with accrued but unpaid interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall\nautomatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (iii)\nabove shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which\nare hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may,\nand at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan\nDocuments or at law or equity, including all remedies provided under the UCC.\n\nIn addition to any other\nrights and remedies granted to the Administrative Agent and the Lenders in the Loan Documents, if any Event of Default has occurred\nand is continuing, the Administrative Agent on behalf of the Lenders may exercise all rights and remedies of a secured party under\nthe New York Uniform Commercial Code or any other applicable law. Without limiting the generality of the foregoing, if any Event of\nDefault has occurred and is continuing, the Administrative Agent, without demand of performance or other demand, presentment,\nprotest, advertisement or notice of any kind (except for any notice of default to the extent expressly required under the Loan\nDocuments and/or any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which\ndemands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate\nand realize upon the Collateral, or any part thereof, or consent to the use by the Loan Party of any cash collateral arising in\nrespect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give\nan option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the\nCollateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales,\nat any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and\nconditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all\nwithout assumption of any credit risk. With respect to any public or private sales referred to in the preceding sentence, the\nAdministrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law,\nupon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of\nredemption in any Loan Party, which right or equity is hereby waived and released. Each Loan Party further agrees, at the\nAdministrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which\nthe Administrative Agent shall reasonably select, whether at such Loan Party’s premises or elsewhere. The Administrative Agent\nshall apply the net proceeds of any action taken by it\n\n84\n\npursuant to this Article VII, after deducting all reasonable costs and\nexpenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any\nother way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable\nattorneys’ fees and disbursements to the extent payable hereunder, to the payment in whole or in part of the obligations of\nthe Loan Parties under the Loan Documents, in such order as the Administrative Agent may elect, and only after such application and\nafter the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of\nthe New York UCC, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by\napplicable law, each Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender\narising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral\nshall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other\ndisposition.\n\nARTICLE VIII.\n\nThe Administrative Agent\n\nSECTION 8.01 Authorization\nand Action.\n\n(a) Each\nLender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and\nits successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and each\nIssuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement\nand the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably\nincidental thereto. In addition, to the extent required under the laws of any jurisdiction other than within the U.S., each Lender and\neach Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document\ngoverned by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing,\neach Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under,\neach of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative\nAgent may have under such Loan Documents.\n\n(b) As\nto any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the\nAdministrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain\nfrom acting upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be\nnecessary, pursuant to the terms in the Loan Documents) (and, if such written instruction is given, shall be fully protected in so\nacting or refraining from acting in the absence of gross negligence or willful misconduct on the part of the Administrative Agent),\nand, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; *provided*, *however*,\nthat the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes\nexposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it\nfrom the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document\nor applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to\nbankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of\nproperty of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or\nrelief of debtors; *provided*, *further*, that the Administrative Agent may seek clarification or direction from the\nRequired Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or\ndirection has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty\nto disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any other Loan Party,\nany Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative\nAgent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk\nits own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any\nof its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against\nsuch risk or liability is not reasonably assured to it.\n\n85\n\n(c) In\nperforming its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf\nof the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the\nRegister), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:\n\n(i) the\nAdministrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent,\nfiduciary or trustee of or for any Lender, Issuing Bank, any other Secured Party or holder of any other obligation other than as expressly\nset forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing\n(and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document\nwith reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising\nunder agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect\nonly an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against\nthe Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or\nthe transactions contemplated hereby; and\n\n(ii) nothing\nin this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element\nof any sum received by the Administrative Agent for its own account;\n\n(d) The\nAdministrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or\nthrough any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform\nany of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory\nprovisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,\nand shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence\nor misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment\nthat the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.\n\n(e) The\nLead Arranger shall have no obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall\nincur no liability hereunder to the Lenders or thereunder in such capacity, but all such persons shall have the benefit of the indemnities\nprovided for hereunder.\n\n(f) In\ncase of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency,\nreceivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan\nor any reimbursement obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of\nwhether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by\nintervention in such proceeding or otherwise:\n\n(i) to\nfile and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and\nall other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to\nhave the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17\nand 9.03) allowed in such judicial proceeding; and\n\n(ii) to\ncollect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;\n\nand any custodian, receiver, assignee, trustee,\nliquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each\nother Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to\nthe making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative Agent\nany\n\n86\n\namount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained\nherein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or\nIssuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender\nor Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.\n\n(g) The\nprovisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except solely\nto the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the\nBorrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions.\nEach Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees\nof the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.\n\nSECTION 8.02 Administrative\nAgent’s Reliance, Indemnification, Etc.\n\n(a) Neither\nthe Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by it under or\nin connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the Required Lenders (or such\nother number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary,\nunder the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such\nabsence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and nonappealable judgment) or (ii)\nresponsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or\nany officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document\nreferred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan\nDocument or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document\n**(including, for the****avoidance\nof doubt****, in connection with the Administrative Agent’s\nreliance on any Electronic Signature transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an\nactual executed signature page)**or for any failure of any Loan Party to perform its obligations hereunder or thereunder.\n\n(b) The\nAdministrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it\nis a “notice of default”) is given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank, and the\nAdministrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or\nrepresentation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document\ndelivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other\nterms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability,\neffectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the satisfaction of any\ncondition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be\ndelivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being\nacceptable or satisfactory to the Administrative Agent, or (vi) the creation, perfection or priority of Liens on the Collateral.\nNotwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any loss,\ncost or expense suffered by the Borrower, any Subsidiary, any Lender or any Issuing Bank as a result of, any determination of the\noutstanding Loans, any of the component amounts thereof or any portion thereof attributable to each Lender or Issuing Bank.\n\n(c) Without\nlimiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note\nhas been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b), (iii) may\nconsult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by it, and shall\nnot be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants\nor experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing\nBank for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or any\nother Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of\nCredit, that by its terms must be fulfilled to the\n\n87\n\nsatisfaction of a Lender or an Issuing Bank, may presume that such condition is satisfactory\nto such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing\nBank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled to rely on,\nand shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate\nor other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution)\nor any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the\nproper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker\nthereof).\n\nSECTION 8.03 Posting\nof Communications.\n\n(a) The\nBorrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and\nthe Issuing Banks by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform\nchosen by the Administrative Agent to be its electronic transmission system (the “**Approved Electronic Platform**”).\n\n(b) Although\nthe Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented\nor modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system)\nand the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic\nPlatform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and the Borrower acknowledges and agrees that the\ndistribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for\napproving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there\nare confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and the Borrower\nhereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such\ndistribution.\n\n(c) THE\nAPPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE\nPARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED\nELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE\nCOMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A\nPARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE\nPARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, THE\nLEAD ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “**APPLICABLE PARTIES**”) HAVE ANY\nLIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR\nINDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF\nANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED\nELECTRONIC PLATFORM.\n\n“**Communications**”\nmeans, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party\npursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or\nany Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.\n\n(d) Each\nLender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted\nto the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan\nDocuments. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic\ncommunication)\n\n88\n\nfrom time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing notice\nmay be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.\n\n(e) Each\nof the Lenders, each of the Issuing Banks and the Borrower agrees that the Administrative Agent may, but (except as may be required by\napplicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative\nAgent’s generally applicable document retention procedures and policies.\n\n(f) Nothing\nherein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication\npursuant to any Loan Document in any other manner specified in such Loan Document.\n\nSECTION 8.04 The\nAdministrative Agent Individually. With respect to its Commitment, Loans, LC Sublimit and Letters of Credit, the Person serving\nas the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and\nliabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as the case may be. The terms “Issuing Banks”,\n“Lenders”, “Required Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include\nthe Administrative Agent in its individual capacity as a Lender, Issuing Bank or as one of the Required Lenders, as applicable. The Person\nserving as the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial\nadvisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with, any Loan Party,\nany Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty\nto account therefor to the Lenders or the Issuing Banks.\n\nSECTION 8.05 Successor\nAdministrative Agent.\n\n(a) The\nAdministrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Banks and\nthe Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall\nhave the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required\nLenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice\nof resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative\nAgent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall\nbe subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while\nan Event of Default under Section 7,01(a), (b), (h) or (i) has occurred and is continuing). Upon the acceptance of any appointment as\nAdministrative Agent by a successor Administrative Agent in accordance with the terms hereunder, such successor Administrative Agent shall\nsucceed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance\nof appointment as Administrative Agent by a successor Administrative Agent in accordance with the terms hereunder, the retiring Administrative\nAgent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative\nAgent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably\nnecessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.\n\n(b) Notwithstanding\nparagraph (a) of this Section, in the event that no such successor Administrative Agent shall have been so appointed by the Required Lenders\nand shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign,\nthe retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower,\nwhereupon, on the date of effectiveness of such resignation stated in such notice, the retiring Administrative Agent may, on behalf of\nthe Lenders and the Issuing Bank, appoint a successor Administrative agent, meeting the qualifications set forth above (including the\nconsent of the Borrower); *provided* that if such Administrative Agent shall notify the Borrower and the Lenders that no qualifying\nPerson has accepted such appointment, then, in each case, such resignation or removal shall nonetheless become effective in accordance\nwith such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the\nother Loan Documents; *provided* that, solely for purposes of maintaining any security interest granted to the Administrative Agent\nunder any Collateral\n\n89\n\nDocument for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with\nsuch security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth\nin such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall\ncontinue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed by the terms hereunder\nand accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall\nhave no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection\nof any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges\nand duties of the retiring Administrative Agent; *provided* that (A) all payments required to be made hereunder or under any other\nLoan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to\nsuch Person (it being understood that the fees payable by the Borrower to a successor Administrative Agent shall be the same as those\npayable to its predecessor unless otherwise agreed between the Borrower and such successor) and (B) all notices and other communications\nrequired or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing\nBank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article,\nSection 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan\nDocument, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related\nParties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative\nAgent and in respect of the matters referred to in the proviso under clause (i) above.\n\nSECTION 8.06 Acknowledgements\nof Lenders and Issuing Banks.\n\n(a) Each\nLender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and that\nit has, independently and without reliance upon the Administrative Agent, the Lead Arranger or any other Lender, or any of the Related\nParties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis\nand decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that\nit will, independently and without reliance upon the Administrative Agent, the Lead Arranger or any other Lender, or any of the Related\nParties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within\nthe meaning of the U.S. securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue\nto make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement\nor any document furnished hereunder or thereunder.\n\n(b) Each\nLender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and\nAssumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt\nof, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory\nto, the Administrative Agent or the Lenders on the Effective Date or the effective date of any such Assignment and Assumption or any other\nLoan document pursuant to which it shall have become a Lender hereunder.\n\n(c) (i)\nEach Lender hereby agrees that (x) if the Administrative Agent notifies such Lender, or any Person who has received funds on behalf\nof a Lender (any such Lender or other recipient, a “**Payment Recipient**”) that the Administrative Agent has\ndetermined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (ii)) that any\nfunds received by such Payment Recipient from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or\nrepayment of principal, interest, fees or otherwise; individually and collectively, a “**Payment**”) were\nerroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such\nLender or other Payment Recipient on its behalf), and demands the return of such Payment (or a portion thereof), such Lender shall\npromptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment\n(or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day\nfrom and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the\nAdministrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking\nindustry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender\nshall not assert, and hereby waives, as to the\n\n90\n\nAdministrative Agent, any claim, counterclaim, defense or right of set-off or\nrecoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received,\nincluding without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the\nAdministrative Agent to any Lender under this Section 8.06(c) shall be conclusive, absent manifest error.\n\n(ii)Each Payment Recipient hereby further agrees that if it receives a Payment (whether received as a payment,\nprepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent or any of its Affiliates\n(x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent\nby the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “**Payment Notice**”), (y)\nthat was not preceded or accompanied by a Payment Notice, or (z) that such Payment Recipient otherwise becomes aware was transmitted,\nor received, in error or by mistake (in whole or in part), in each such case: it shall be on notice that an error has been made with respect\nto such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have\nbeen sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative\nAgent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any\nsuch Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each\nday from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the\nAdministrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry\nrules on interbank compensation from time to time in effect.\n\n(iii)The Borrower\nand each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender\nthat has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of\nsuch Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any\nObligations owed by the Borrower or any other Loan Party, except in each case, to the extent such Payment is, and solely with respect\nto the amount of such Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party\nfor the purpose of making such Payment.\n\n(iv)Each party’s obligations under this Section 8.06(c) shall survive the resignation or replacement\nof the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments\nor the repayment, satisfaction or discharge of all Obligations under any Loan Document.\n\nSECTION 8.07 Collateral\nMatters.\n\n(a) Except\nwith respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s\nright to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any\nof the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and\nremedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance\nwith the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within\nthe meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by\nany Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a\npower of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and\nperfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.\n\n(b) In\nfurtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which\nconstitute Banking Services Obligations and no Swap Agreement the obligations under which constitute Swap Agreement Obligations, will\ncreate (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or\nrelease of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral,\neach\n\n91\n\nSecured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed\nto have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to\nbe bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.\n\n(c) The\nSecured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on any property\ngranted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by\nSection 6.02(a). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation\nor warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative\nAgent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be\nresponsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.\n\nSECTION\n8.08 Credit Bidding.\nThe Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid\nall or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the\nObligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or\nmore acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the\nBankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions\nto which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or\nwith the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any\napplicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled\nto be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with\nObligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable\nbasis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent\nclaim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt\ninstruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such\nbid, (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit\nbid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Obligations which were\ncredit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the\npurpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of\nthe acquisition vehicle or vehicles (*provided* that any actions by the Administrative Agent with respect to such acquisition\nvehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly,\nby, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under\nthe terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be,\nirrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders\ncontained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall\nbe authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid,\ninterests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle\nand/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to\ntake any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire\nCollateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the\nacquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall\nautomatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the equity\ninterests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled,\nwithout the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable\nportion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause\n(ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any\ndesignee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the\nAdministrative Agent may reasonably request in connection\n\n92\n\nwith the formation of any acquisition vehicle, the formulation or\nsubmission of any credit bid or the consummation of the transactions contemplated by such credit bid.\n\nSECTION 8.09 Certain\nERISA Matters.\n\n(a) Each\nLender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such\nPerson became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative\nAgent, and the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower\nor any other Loan Party, that at least one of the following is and will be true:\n\n(i) such\nLender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection\nwith the Loans, the Letters of Credit or the Commitments,\n\n(ii) the\ntransaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent\nqualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),\nPTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption\nfor certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined\nby in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and\nperformance of the Loans, the Letters of Credit, the Commitments and this Agreement, and the conditions for exemptive relief thereunder\nare and will continue to be satisfied in connection therewith,\n\n(iii) (A)\nsuch Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE\n84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate\nin, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation\nin, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements\nof 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)\nof Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance\nof the Loans, the Letters of Credit, the Commitments and this Agreement, or\n\n(iv) such\nother representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and\nsuch Lender.\n\n(b) In\naddition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided\nanother representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further\n(x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person\nbecame a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent,\nthe Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other\nLoan Party, that none of the Administrative Agent, or the Lead Arranger or any of their respective Affiliates is a fiduciary with respect\nto the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative\nAgent under this Agreement, any Loan Document or any documents related to hereto or thereto).\n\n(c) The\nAdministrative Agent and the Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment advice\nor to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial\ninterest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments\nwith respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain\nif 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\nLoans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees\n\n93\n\nor other payments in connection with the transactions\ncontemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront\nfees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees,\nletter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s\nacceptance fees, breakage or other early termination fees or fees similar to the foregoing.\n\nSECTION 8.10 Flood Laws. JPMorgan has\nadopted internal policies and procedures that address requirements placed on federally regulated lenders under Flood Laws. JPMorgan, as\nadministrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute\nto each Lender in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMorgan reminds each Lender and\nParticipant in the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant\nin the facility) is responsible for assuring its own compliance with the flood insurance requirements.\n\nARTICLE IX.\n\nMiscellaneous\n\nSECTION 9.01 Notices.\n\n(a) Except\nin the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all\nnotices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,\nmailed by certified or registered mail or sent by telecopy, fax or other electronic communication, as follows:\n\n(i) if\nto any Loan Party, to it in care of the Borrower at:\n\nAlclear Holdings, LLC\n\n85 10th Avenue, 10th Floor\n\nNew York, NY 10011\n\nAttention: General Counsel\n\nTelephone No.: 212-223-5056\n\nE-mail: legal@clearme.com\n\nwith a copy to:\n\nPaul, Weiss, Rifkind, Wharton & Garrison\nLLP\n\n1285 Avenue of the Americas\n\nNew York, NY 10019\n\nAttention: Brad J. Finkelstein\n\nTelephone No.: (212) 373-3074\n\nE-mail: bfinkelstein@paulweiss.com\n\n(ii) if\nto the Administrative Agent, or JPMorgan in its capacity as an Issuing Bank, to JPMorgan Chase Bank, N.A. at:\n\nJPMorgan Chase Bank, N.A.\n\nMiddle Market Servicing\n\n10 South Dearborn, Floor L2\n\nSuite IL1-1145\n\nChicago, IL 60603-2300\n\nEmail: [***]\n\nwith a copy to:\n\nJPMorgan Chase Bank,\nN.A.\n\n94\n\n383 Madison Avenue, 22nd Floor\n\nNew York, NY 10017\n\nAttention: Zachary Klayman\n\nEmail: [***]\n\n(iii) if\nto any other Lender or Issuing Bank, to it at its address (or telecopy number or e-mail address) set forth in its Administrative Questionnaire.\n\nAll such notices and other communications (i)\nsent by hand or overnight courier service, or mailed by certified or registered mail shall be deemed to have been given when received,\n(ii) sent by fax shall be deemed to have been given when sent, provided that if not given during normal business hours for the\nrecipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day of the\nrecipient, or (iii) delivered through Electronic Systems or Approved Electronic Platforms, as applicable, to the extent provided in paragraph\n(b) below shall be effective as provided in such paragraph.\n\n(b) Notices\nand other communications to the Lenders hereunder may be delivered or furnished by using Electronic Systems or Approved Electronic Platforms,\nas applicable, or pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices\npursuant to Article II or to compliance and no Default certificates delivered pursuant to Section 5.01(d) unless otherwise agreed by the\nAdministrative Agent and the applicable Lender. Each of the Administrative Agent and the Borrower (on behalf of the Loan Parties) may,\nin its discretion, agree to accept notices and other communications to it hereunder by using Electronic Systems or Approved Electronic\nPlatforms, as applicable, pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular\nnotices or communications. Unless the Administrative Agent otherwise proscribes, all such notices and other communications (i) sent to\nan e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as\nby the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if\nnot given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening\nof business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon\nthe deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such\nnotice or communication is available and identifying the website address therefor; provided further that, for both clauses (i) and (ii)\nabove, if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice or communication\nshall be deemed to have been sent at the opening of business on the next Business Day of the recipient.\n\n(c) Any\nparty hereto may change its address or telecopy number or e-mail address for notices and other communications hereunder by notice to the\nother parties hereto.\n\nSECTION 9.02 Waivers;\nAmendments.\n\n(a) No\nfailure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder shall\noperate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or\ndiscontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any\nother right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under any\nother Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any\nprovision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the\nsame shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only in the\nspecific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or\nissuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent,\nany Lender or Issuing Bank may have had notice or knowledge of such Default at the time.\n\n(b) Subject\nto Section 2.14(b), (c) and (e) and Section 9.02(e) below, neither this Agreement nor any other Loan Document nor any provision hereof\nor thereof may be waived, amended or modified except pursuant to\n\n95\n\nan agreement or agreements in writing entered into by the Borrower and\nthe Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; *provided* that no\nsuch agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that\nis a Defaulting Lender) (it being understood that a waiver of any condition precedent or the waiver of any Default, Event of Default or\nmandatory prepayment shall not constitute an increase of any Commitment), (ii) reduce or forgive the principal amount of any Loan or LC\nDisbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written\nconsent of each Lender directly and adversely affected thereby (including any such Lender that is a Defaulting Lender); *provided, however*,\nthat only the consent of the Required Lenders shall be necessary to amend the provisions with respect to the application or amount of\nthe default rate described in Section 2.13(c) or waive any obligation of the Borrower to pay interest or fees at such default rate and\nwith respect to amendments to any financial covenant ratios or related definitions, the impact of which may reduce interest, (iii) postpone\nany scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for payment of any interest thereon,\nor any fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled\ndate of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby (including any\nsuch Lender that is a Defaulting Lender), (iv) change Section 2.09(b) or 2.18(b) or (d) in a manner that would alter the ratable reduction\nof Commitments or the *pro rata* sharing of payments required thereby, without the written consent of each Lender, (v) release the\nBorrower from its Obligations without the written consent of each Lender, (vi) change any of the provisions of this Section 9.02 or the\ndefinition of “Required Lenders” or, except as provided in the following clause (viii), any other provision of any Loan Document\nspecifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant\nany consent thereunder, without the written consent of each Lender, (vii) change Section 2.20, without the consent of each Lender (other\nthan any Defaulting Lender), (viii) amend, modify or waive a provision under this Agreement (including, without limitation, Section\n2.18(b)) or any other Loan Document so as to directly alter the ratable treatment of Obligations arising under the Loan Documents\nin connection with Obligations arising under Swap Agreements or the definition of “Secured Obligations”, “Secured Parties”,\n“Swap Agreement” or “Swap Agreement Obligations” (as defined in this Agreement or any applicable Credit Document),\nin each case in a manner adverse to any party to whom Swap Agreement Obligations are owed without the written consent thereof; (ix) [intentionally\nomitted], (x) release all or substantially all of the Guarantors from their obligations under the Loan Guaranty, without the written consent\nof each Lender (other than any Defaulting Lender) (except as otherwise expressly provided for herein), or (xi) except as provided in paragraph\n(d) of this Section 9.02, release all or substantially all of the Collateral (except as otherwise expressly provided for herein), without\nthe written consent of each Lender (other than any Defaulting Lender); *provided further*, that no such agreement shall amend, modify\nor otherwise affect the rights or duties of the Administrative Agent or the Issuing Banks hereunder without the prior written consent\nof the Administrative Agent or the Issuing Banks, as the case may be (it being understood that any change to Section 2.20 shall require\nthe consent of the Administrative Agent and the Issuing Banks); *provided further,* that no such agreement shall (x) amend or modify\nthe provisions of Section 2.06 or any letter of credit application and any bilateral agreement between the Borrower and any Issuing Bank\nregarding the respective rights and obligations between the Borrower and the applicable Issuing Bank in connection with the issuance of\nLetters of Credit without the prior written consent of the Borrower, the Administrative Agent and the applicable Issuing Bank, respectively\nor (y) change the LC Sublimit without the prior written consent of the Administrative Agent and each Issuing Bank. The Administrative\nAgent may also amend Schedule 2.01 to reflect assignments entered into pursuant to Section 9.04.\n\n(c) [Intentionally\nOmitted]**Notwithstanding anything to the contrary herein,\nany fee letter may be amended solely with the written consent of the parties thereto**.\n\n(d) If,\nin connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each\nLender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not\nobtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a\n“**Non-Consenting Lender**”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party\nto this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably\nsatisfactory to the Borrower, the Administrative Agent and the Issuing Banks shall agree, as of such date, to purchase for cash the\nLoans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all\npurposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to\ncomply with the\n\n96\n\nrequirements of clause (b) of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same\nday funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting\nLender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such\nNon-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to\nsuch Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date\nrather than sold to the replacement Lender. Each party hereto agrees that an assignment required pursuant to this paragraph may be\neffected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the\nextent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform\nas to which the Administrative Agent and such parties are participants), and the Lender required to make such assignment need not be\na party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms\nthereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute\nand deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any\nsuch documents shall be without recourse to or warranty by the parties thereto.\n\n(e) If\nthe Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect\nin any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend,\nmodify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment\nshall become effective without any further action or consent of any other party to this Agreement.\n\n(f) The\nLenders and the Issuing Banks hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release\nany Liens granted to or held by the Administrative Agent upon any Collateral (i) upon the termination of all the Commitments, payment\nand satisfaction in full in cash of all Secured Obligations (other than (A) contingent obligations and (B) Swap Agreement Obligations\nand Banking Services Obligations as to which arrangements satisfactory to the applicable counterparty have been made), and the expiration\nor termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative\nAgent and the applicable Issuing Banks have been made), (ii) constituting property being sold or disposed of if the sale or disposition\nis made in compliance with the terms of this Agreement, (iii) constituting property leased to the Borrower or any Subsidiary under a lease\nwhich has expired or been terminated in a transaction permitted under this Agreement, (iv) as required to effect any sale or other disposition\nof such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII, (v)\nas otherwise permitted by, but only in accordance with, the terms of any Loan Document, or (vi) if approved, authorized or ratified in\nwriting by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. At any time that a Loan\nParty desires that the Administrative Agent take any action to acknowledge or confirm any release of Collateral pursuant to clauses (ii),\n(iii) or (v) of the preceding sentence, such Loan Party shall, upon the Administrative Agent’s request, deliver to the Administrative\nAgent a certificate signed by a Responsible Officer of such Loan Party (or the Borrower on behalf of such Loan Party) certifying as to\nsuch matter relating to such release as the Administrative Agent may reasonably request. Upon request by the Administrative Agent at any\ntime, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral\npursuant hereto. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than\nthose expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including\nthe proceeds of any sale, all of which shall continue to constitute part of the Collateral.\n\nSECTION 9.03 Expenses;\nIndemnity; Damage Waiver.\n\n(a) The\nLoan Parties, jointly and severally, shall pay or promptly reimburse (i) all reasonable and documented out-of-pocket expenses\nincurred by the Administrative Agent, Lead Arranger and their respective Affiliates (limited, in the case of legal costs, to the\nreasonable and documented fees, disbursements and other charges of one primary counsel for the Administrative Agent and Lead\nArranger collectively (including one reasonably necessary local counsel in each material jurisdiction for the Administrative Agent\nand Lead Arranger collectively)), in connection with the syndication, distribution (including, without limitation, via the internet\nor through an Electronic System or Approved Electronic Platform), preparation, execution, delivery and administration of this\nAgreement and the other Loan Documents or any amendments, modifications or waivers of the provisions\n\n97\n\nhereof or thereof (whether or\nnot the transactions contemplated hereby or thereby shall be consummated) of the credit facilities provided for herein, (ii) all\nreasonable and documented out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal\nor extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket\nexpenses incurred by the Administrative Agent, any Issuing Bank or any Lender (limited in the case of legal costs, to the reasonable\nand documented fees, disbursements and other charges a of one primary counsel to all such persons, collectively, one reasonably\nnecessary local counsel in each material jurisdiction, to all such persons, collectively, and additional counsel in each relevant\njurisdiction (to be shared by similarly situated persons) in light of conflicts of interest for the Administrative Agent, any\nIssuing Bank or any Lender) during the existence of an Event of Default, in connection with the enforcement, collection or\nprotection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section\n9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred\nduring the existence of an Event of Default and during any workout, restructuring or negotiations in respect of such Loans or\nLetters of Credit.\n\n(b) Each\nof the Loan Parties, jointly and severally, shall indemnify the Administrative Agent, Lead Arranger, each Issuing Bank and each Lender,\nand each Related Party of any of the foregoing Persons (each such Person being called an “**Indemnitee**”) against,\nand hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related reasonable\nand documented out-of-pocket expenses (limited in the case of legal costs, to the reasonable and documented out-of-pocket fees, charges\nand disbursements of one primary counsel to all such persons, collectively, one reasonably necessary local counsel in each material jurisdiction\nto all such persons, collectively, and additional counsel in each relevant jurisdiction (to be shared by similarly situated persons) in\nlight of conflicts of interest for any Indemnitee), incurred by or asserted against any Indemnitee arising out of, in connection with,\nor as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated\nhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of\nthe Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom\n(including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection\nwith such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release\nof Hazardous Materials on or from any property owned or operated by a Loan Party or a Subsidiary, or any Environmental Liability related\nin any way to a Loan Party or a Subsidiary or (iv) any actual or prospective claim, litigation, investigation, arbitration or proceeding\nrelating to any of the foregoing, whether or not such claim, litigation, investigation, arbitration or proceeding is brought by the Borrower\nor any other Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract,\ntort or any other theory and regardless of whether any Indemnitee is a party thereto; *provided* that such indemnity shall not, as\nto any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined\nby a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, or willful misconduct\nof such Indemnitee or material breach of such Indemnitee’s obligations hereunder or under any other Loan Document. This Section\n9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penalties, liabilities or expenses\narising from any non-Tax claim.\n\n(c) Each\nLender severally agrees to pay any amount required to be paid by any Loan Party under paragraph (a) or (b) of this Section 9.03 to\nthe Administrative Agent and each Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “**Agent\nIndemnitee**”) (to the extent not reimbursed by the Loan Parties and without limiting the obligation of any Loan Party\nto do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought\nunder this Section 9.03 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the\nLoans shall have been Paid in Full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and\nagainst any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any\nkind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted\nagainst such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan\nDocuments or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or\nany action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; *provided* that the\nunreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or\nasserted against such Agent Indemnitee in its capacity as such; *provided further* that no Lender shall be liable for the\npayment of any portion of such liabilities,\n\n98\n\nobligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or\ndisbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such\nAgent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section 9.03 shall survive the termination\nof this Agreement and the Payment in Full.\n\n(d) To\nthe extent permitted by applicable law, (i) the no Loan Party shall assert, and each Loan Party hereby waives, any claim against\nany Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic\nor other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby\nwaives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages\n(as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document,\nor any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds\nthereof; *provided* that, nothing in this clause (d)(ii) shall relieve any Loan Party of any obligation it may have to indemnify\nan Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.\n\n(e) All\namounts due under this Section 9.03 shall be payable promptly after written demand therefor.\n\nSECTION 9.04 Successors\nand Assigns.\n\n(a) The\nprovisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and\nassigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) the Borrower\nmay not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and\nany attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise\ntransfer its rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, expressed or implied,\nshall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby\n(including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c)\nof this Section 9.04) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing\nBanks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.\n\n(b) (i)\nSubject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible\nInstitution) all or a portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment, participations\nin Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld)\nof:\n\n(A) the\nBorrower; *provided* that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto\nby written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; *provided* that\nno consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event\nof Default has occurred and is continuing, any other assignee (other than any Ineligible Institution);\n\n(B) the\nAdministrative Agent; and\n\n(C) the\nIssuing Banks.\n\n(ii) Assignments shall be subject to\nthe following additional conditions:\n\n(A) except\nin the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the\nassigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such\nassignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the\nAdministrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent\n\n99\n\notherwise consent; *provided*\nthat no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;\n\n(B) each\npartial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under\nthis Agreement;\n\n(C) the\nparties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent\napplicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which\nthe Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation\nfee of $3,500; and\n\n(D) the\nassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee\ndesignates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about\nthe Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information\nin accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.\n\nFor the purposes of this\nSection 9.04(b), the term “**Approved Fund**” and “**Ineligible Institution**” have the following\nmeanings:\n\n“**Approved\nFund**” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank\nloans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b)\nan Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.\n\n“**Ineligible\nInstitution**” means a (a) natural person, (b) company, investment vehicle or trust for, or owned and operated for the primary\nbenefit of, a natural person or relative(s) thereof; *provided* that, such company, investment vehicle or trust shall not constitute\nan Ineligible Institution if it (i) has not been established for the primary purpose of acquiring any Loans or Commitments, (ii) is managed\nby a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business of making\nor purchasing commercial loans, and (iii) has assets greater than $25,000,000 and a significant part of its activities consist of making\ncommercial revolving loans and similar revolving extensions of credit in the ordinary course of its business, (c) a Defaulting Lender\nor its Lender Parent, (d) the Borrower or any of its Subsidiaries or other Affiliates or (e) any Competitors or Competitor Controllers\nof the Borrower identified by the Borrower in writing to the Administrative Agent.\n\n(iii) Subject to acceptance and recording\nthereof pursuant to paragraph (b)(iv) of this Section 9.04, from and after the effective date specified in each Assignment and Assumption\nthe assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the\nrights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned\nby such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption\ncovering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto\nbut shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights\nor obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale\nby such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 9.04.\n\n(iv) The\nAdministrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy\nof each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and\nthe Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to\nthe terms hereof from time to time (the “**Register**”). The entries in the Register shall be conclusive\nabsent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose\nname is recorded in the\n\n100\n\nRegister pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,\nnotwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any\nLender, in each case at any reasonable time and from time to time upon reasonable prior notice.\n\n(v) Upon its receipt of (x) a duly completed\nAssignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating\nan Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties\nto the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall\nalready be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 9.04 and any written consent\nto such assignment required by paragraph (b) of this Section 9.04, the Administrative Agent shall accept such Assignment and Assumption\nand record the information contained therein in the Register; *provided* that if either the assigning Lender or the assignee shall\nhave failed to make any payment required to be made by it pursuant to Section 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative\nAgent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and\nuntil such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes\nof this Agreement unless it has been recorded in the Register as provided in this paragraph.\n\n(c) Any\nLender may, without the consent of, or notice to, the Borrower, the Administrative Agent, the Issuing Banks, sell participations to one\nor more banks or other entities (a “**Participant**”), other than an Ineligible Institution, in all or a portion\nof such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to\nit); *provided* that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain\nsolely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrower, the Administrative Agent,\nthe Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s\nrights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide\nthat such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision\nof this Agreement or any other Loan Document; *provided* that such agreement or instrument may provide that such Lender will not,\nwithout the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b)\nthat directly or adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections\n2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood\nthat the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were\na Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.04; *provided* that such Participant\n(A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section 9.04; and (B)\nshall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating\nLender would have been entitled to receive, except to the extent such greater entitlement results from a Change in Law after the Participant\nacquired the applicable participation.\n\n(d) Each\nLender that sells a participation agrees to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent\npermitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; *provided*\nthat such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall,\nacting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of\neach Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations\nunder the Loan Documents (the “**Participant Register**”); *provided* that no Lender shall have any obligation\nto disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a\nParticipant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person\nexcept to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is\nin registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall\nbe conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the\nowner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,\nthe\n\n101\n\nAdministrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.\n\n(e) Any\nLender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure\nobligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section\n9.04 shall not apply to any such pledge or assignment of a security interest; *provided* that no such pledge or assignment of a\nsecurity interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such\nLender as a party hereto.\n\n(f) If\nany assignment or participation is made to an Ineligible Institution in violation of this Section 9.04, the Borrower may, at its sole\nexpense and effort, upon notice to the Ineligible Institution, as the case may be, and the Administrative Agent, (A) terminate the\nCommitment of the applicable Ineligible Institution and repay all Obligations (other than Unliquidated Obligations that have not yet arisen)\nof the Borrower owing to such Ineligible Institution in connection with such Commitment and/or (B) require such Ineligible Institution\nto assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04), all of its interest,\nrights and obligations under this Agreement and any applicable participation agreement to one or more Persons (other than an Ineligible\nInstitution) at the lesser of (x) the principal amount thereof and (y) the amount that such Ineligible Institution paid to acquire\nsuch interests, rights and obligations.\n\nSECTION 9.05 Survival.\nAll covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other\ninstruments delivered in connection with or pursuant to this Agreement or any Loan Document shall be considered to have been relied upon\nby the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance\nof any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative\nAgent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time\nany credit is extended hereunder, and shall continue in full force and effect until Payment in Full. The provisions of Sections 2.15,\n2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions\ncontemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination\nof this Agreement or any other Loan Document or any provision hereof or thereof.\n\nSECTION 9.06 Counterparts;\nIntegration; Effectiveness; Electronic Execution.\n\n(a) This\nAgreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute\nan original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any\nseparate letter agreements with respect to (i) fees payable to the Administrative Agent and (ii) increases or reductions of the LC Sublimit\nof the Issuing Banks constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all\nprevious agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this\nAgreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall\nhave received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter\nshall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.\n\n(b) Delivery\nof an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document,\namendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section\n9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or\nthe transactions contemplated hereby and/or thereby (each an “**Ancillary Document**”) that is an Electronic\nSignature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed\nsignature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such\nAncillary Document, as applicable. The words “execution,” “signed,” “signature,”\n“delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary\nDocument shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including\ndeliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page),\neach of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery\nthereof or the\n\n102\n\nuse of a paper-based recordkeeping system, as the case may be; *provided* that nothing herein shall require the\nAdministrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to\nprocedures approved by it; *provided*, *further*, without limiting the foregoing, (i) to the extent the Administrative\nAgent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on\nsuch Electronic Signature purportedly given by or on behalf of any Borrower or any other Loan Party without further verification\nthereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of\nthe Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart.\nWithout limiting the generality of the foregoing, each Borrower and each Loan Party hereby (A) agrees that, for all purposes,\nincluding without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or\nlitigation among the Administrative Agent, the Lenders, the Borrower and the Loan Parties, Electronic Signatures transmitted by\ntelecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any\nelectronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect,\nvalidity and enforceability as any paper original, (B) the Administrative Agent and each of the Lenders may, at its option, create\none or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic\nrecord in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original\npaper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal\neffect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect,\nvalidity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of\npaper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with\nrespect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely\nfrom the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by\ntelecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any\nLiabilities arising as a result of the failure of any Borrower and/or any Loan Party to use any available security measures in\nconnection with the execution, delivery or transmission of any Electronic Signature.\n\nSECTION 9.07 Severability.\nAny provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be\nineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability\nof the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such\nprovision in any other jurisdiction.\n\nSECTION 9.08 Right\nof Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank, and each of their respective\nAffiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and\nall deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any time owing, by\nsuch Lender, such Issuing Bank or any such Affiliate, to or for the credit or the account of any Loan Party against any and all of the\nObligations owing to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, Issuing\nBank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Loan\nParties may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such Issuing Bank different from\nthe branch office or Affiliate holding such deposit or obligated on such indebtedness; *provided* that in the event that any Defaulting\nLender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent\nfor further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting\nLender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, and the Lenders,\nand (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the\nObligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank\nand their respective Affiliates under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff)\nthat such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to notify the Borrower\nand the Administrative Agent promptly after any such setoff and application; *provided* that the failure to give such notice shall\nnot affect the validity of such setoff and application.\n\n103\n\nSECTION 9.09 Governing\nLaw; Jurisdiction; Consent to Service of Process.\n\n(a) The\nLoan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance\nwith the internal laws of the State of New York, but giving effect to federal laws applicable to national banks.\n\n(b) Each\nof the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions\nof any applicable Loan Document, any claims brought against the Administrative Agent by**or**\nany Secured Party relating**of\nits Related Parties** to this Agreement, any other Loan Document, the Collateral or the consummation or administration of the\ntransactions contemplated hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.\n\n(c) Each\nof the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any\nU.S. federal or New York state court sitting in New York, New York, and any appellate court from any thereof, in any action or proceeding\narising out of or relating to any Loan Documents, the transactions relating hereto or thereto, or for recognition or enforcement of any\njudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or\nproceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related\nParties may only) be heard and determined in such state court or, to the extent permitted by law, in such federal court. Each of the parties\nhereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by\nsuit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall **(i)**affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding\nrelating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.**,\n(ii) waive any statutory, regulatory, common law, or other rule, doctrine, legal restriction, provision or the like providing for the\ntreatment of bank branches, bank agencies, or other bank offices as if they were separate juridical entities for certain purposes, including\nUniform Commercial Code Sections 4-106, 4-A-105(1)(b), and 5-116(b), UCP 600 Article 3 and ISP98 Rule 2.02, and URDG 758 Article 3(a)\nor (iii) affect which courts have or do not have personal jurisdiction over any Issuing Bank or beneficiary of any Letter of Credit or\nany advising bank, nominated bank or assignee of proceeds thereunder or proper venue with respect to any litigation arising out of or\nrelating to such Letter of Credit with, or affecting the rights of, any Person not a party to this Agreement, whether or not such Letter\nof Credit contains its own jurisdiction submission clause.**\n\n(d) Each\nof the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection\nwhich it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement\nor any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably waives,\nto the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such\ncourt.\n\n(e) Each\nparty to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing\nin this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner\npermitted by law.\n\nSECTION 9.10 WAIVER\nOF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL\nBY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS\nCONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT\nOR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK\nTO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS\n\n104\n\nAGREEMENT\nBY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.\n\nSECTION 9.11 Headings.\nArticle and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement\nand shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.\n\nSECTION\n9.12 Confidentiality. Each of the Administrative Agent, the Issuing Banks and the\nLenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed\n(a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other\nadvisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such\nInformation and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority\n(including any self-regulatory authority, such as the National Association of Insurance Commissioners) (*provided*, *that*,\nunless prohibited by applicable law or court order, the Administrative Agent, applicable Lender or Issuing Bank, as the case may be,\nshall notify the Borrower of any request by any Governmental Authority for disclosure of any such nonpublic Information prior to the\ndisclosure of such Information **(other than in connection with\nroutine exams or audits)**), (c) to the extent required by any Requirement of Law or by any subpoena or similar legal\nprocess (*provided*, that the Lender shall notify the Borrower of any such requirement unless prohibited by applicable law,\nregulation or court order), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder\nor under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the\nenforcement of rights hereunder or thereunder (provided that the Borrower shall be given notice thereof and a reasonable opportunity\nto seek a protective court order with respect to such Information prior to such disclosure and any foreclosure, sale or other\ndisposition of any Collateral in connection with the exercise of remedies under the Collateral Documents, subject to each potential\ntransferee of such Collateral having entered into customary confidentiality undertakings with respect to such Collateral prior to\nthe disclosure thereof to such Person), (f) subject to an agreement containing provisions substantially the same as those of this\nSection, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or\nobligations under this Agreement or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative\ntransaction relating to the Loan Parties and their obligations, (g) with the consent of the Borrower, (h) to holders of Equity\nInterests in the Borrower, (i) to any Person providing a Guarantee of all or any portion of the Secured Obligations, (j) to the\nextent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes\navailable to the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis from a source other than the\nBorrower that, to the knowledge of the Administrative Agent or the applicable Lender, Issuing Bank or Affiliate, is not subject to\ncontractual or fiduciary confidentiality obligations or (k) on a confidential basis to (x) any rating agency in connection with\nrating the Borrower or its Subsidiaries or the credit facilities provided for herein or (y) the CUSIP Service Bureau or any similar\nagency in connection with the issuance and monitoring of identification numbers with respect to the credit facilities provided for\nherein. Notwithstanding anything to the contrary, no such prior notifications required under this Section 9.12 by the Administrative\nAgent, the Issuing Banks and the Lenders to the Loan Parties shall be required in respect of any disclosure to bank regulatory\nauthorities having jurisdiction over each of the Administrative Agent, the Issuing Banks and the Lenders. For the purposes of this\nSection, “Information” means all information received from the Loan Parties or from other Persons on their behalf\nrelating to the Loan Parties, their Subsidiaries or their business, other than any such information that is available to the\nAdministrative Agent, the Issuing Banks or any Lender on a non-confidential basis prior to disclosure by the Borrower and other than\ninformation pertaining to this Agreement provided by arrangers to data service providers, including league table providers, that\nserve the lending industry. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12\nshall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain\nthe confidentiality of such Information as such Person would accord to its own confidential information.\n\n**For\nthe avoidance of doubt, nothing in this Section 9.12 shall prohibit any Person from voluntarily disclosing or providing any Information\nwithin the scope of this confidentiality provision to any governmental, regulatory or self-regulatory organization (any such entity, a\n“Regulatory Authority”) to the extent that any such prohibition on disclosure set forth in this Section 9.12 shall\nbe prohibited by the laws or regulations applicable to such Regulatory Authority.**\n\n105\n\nSECTION 9.13 Several\nObligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the\nfailure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its\nobligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation\nU of the Board) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding,\nno**neither any Issuing\nBank nor any** Lender shall be obligated to extend credit to the Borrower in violation of any Requirement of Law.\n\nSECTION\n9.14 USA PATRIOT Act. Each Lender that is subject to the requirements of the USA\nPatriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “**USA Patriot Act**”)\nhereby notifies each Loan Party that pursuant to the requirements of the Act, it is required to obtain, verify and record\ninformation that identifies each Loan Party, which information includes the name and address of each Loan Party and other\ninformation that will allow such Lender to identify each Loan Party in accordance with the Act.\n\nSECTION 9.15 Disclosure. Each Loan\nParty, each Lender and each Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time\nto time may hold investments in, make other loans to or have other relationships with, any of the Loan Parties and their respective Affiliates.\n\nSECTION 9.16 Appointment\nfor Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of\nthe Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law\ncan be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of\nany such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request\ntherefor shall deliver such Collateral to the Administrative Agent (if applicable) or otherwise deal with such Collateral in accordance\nwith the Administrative Agent’s instructions.\n\nSECTION 9.17 Interest\nRate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together\nwith all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “**Charges**”),\nshall exceed the maximum lawful rate (the “**Maximum Rate**”) which may be contracted for, charged, taken, received\nor reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,\ntogether with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and\nCharges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 9.17 shall\nbe cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above\nthe Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall\nhave been received by such Lender.\n\nSECTION 9.18 No Fiduciary\nDuty, etc.\n\n(a) The\nBorrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations\nexcept those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity\nof an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions contemplated\nherein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees\nthat it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection\nwith this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party\nis advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower\nshall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and\nappraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility\nor liability to the Borrower with respect thereto.\n\n(b) The\nBorrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with\nits Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing\ninvestment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and\nother financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other\nsecurities and financial instruments (including\n\n106\n\nbank loans and other obligations) of, the Borrower and other companies with which the\nBorrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit\nParty or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be\nexercised by the holder of the rights, in its sole discretion.\n\n(c) In\naddition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its\naffiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies\nin respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit\nParty will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or\nits other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and\nno Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation\nto use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information\nobtained from other companies.\n\nSECTION 9.19 Marketing\nConsent. The Borrower hereby authorizes JPMorgan and its affiliates, at their respective sole expense, but with the prior approval\nby the Borrower (such approval not to be unreasonably withheld, conditioned or delayed), to publish such tombstones and give such other\npublicity to this Agreement as each may from time to time determine in its reasonable discretion. The foregoing authorization shall remain\nin effect unless the Borrower notifies JPMorgan in writing that such authorization is revoked.\n\nSECTION 9.20 Acknowledgement\nand Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any\nother agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected\nFinancial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution\nAuthority and agrees and consents to, and acknowledges and agrees to be bound by:\n\n(a) the\napplication of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which\nmay be payable to it by any party hereto that is an Affected Financial Institution; and\n\n(b) the\neffects of any Bail-In Action on any such liability, including, if applicable:\n\n(i) a\nreduction in full or in part or cancellation of any such liability;\n\n(ii) a\nconversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,\nits parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments\nof 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;\nor\n\n(iii) the\nvariation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution\nAuthority.\n\nSECTION 9.21 Acknowledgement\nRegarding Any Supported QFCs.\n\n(a) To\nthe extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument\nthat is a QFC (such support “**QFC Credit Support**” and each such QFC a “**Supported QFC**”),\nthe parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the\nFederal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations\npromulgated thereunder, the “**U.S. Special Resolution Regimes**”) in respect of such Supported QFC and QFC Credit\nSupport (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact\n\n107\n\nbe stated to be\ngoverned by the laws of the State of New York and/or of the United States or any other state of the United States).\n\n(b) In\nthe event a Covered Entity that is party to a Supported QFC (each, a “**Covered Party**”) becomes subject to a\nproceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support\n(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing\nsuch Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be\neffective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,\nobligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a\nCovered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,\nDefault Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be\nexercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised\nunder the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States\nor a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the\nparties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC\nor any QFC Credit Support.\n\nARTICLE X.\n\nLOAN GUARANTY\n\nSECTION 10.01 Guaranty.\nEach Guarantor (other than those that have delivered a separate Loan Guaranty) hereby agrees that it is jointly and severally liable for,\nand, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Secured Parties, the\nprompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations\nand all costs and expenses to which the Secured Parties are entitled to reimbursement under Section 903, including, without limitation,\nall court costs and reasonable attorneys’ and paralegals’ fees and expenses paid or incurred by the Administrative Agent,\nthe Issuing Banks and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action\nagainst, the Borrower, any Guarantor or any other guarantor of all or any part of the Secured Obligations to the extent reimbursable under\nSection 9.03 (such costs and expenses, together with the Secured Obligations, collectively the “**Guaranteed Obligations**”);\n*provided*, *however*, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor\nof (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes\nof determining any obligations of any Guarantor). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed\nin whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such\nextension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or\nAffiliate of any Lender that extended any portion of the Guaranteed Obligations.\n\nSECTION 10.02 Guaranty\nof Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Guarantor waives any right to require the Administrative\nAgent, any Issuing Bank or any Lender to sue the Borrower, any Guarantor, any other guarantor, or any other Person obligated for all or\nany part of the Guaranteed Obligations (each, an “**Obligated Party**”), or otherwise to enforce its payment against\nany collateral securing all or any part of the Guaranteed Obligations.\n\nSECTION 10.03 No\nDischarge or Diminishment of Loan Guaranty.\n\n(a) Except\nas otherwise provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction,\nlimitation, impairment or termination for any reason (other than the Payment in Full of the Guaranteed Obligations), including: (i) any\nclaim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by\noperation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other Obligated\nParty liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting\nany Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence\nof any claim, setoff or other rights which\n\n108\n\nany Guarantor may have at any time against any Obligated Party, the Administrative Agent, any\nIssuing Bank, any Lender, or any other Person, whether in connection herewith or in any unrelated transactions.\n\n(b) The\nobligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever\nby reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable\nlaw or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.\n\n(c) Further,\nthe obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the\nAdministrative Agent, any Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or\nany part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating\nto the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the\nobligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable\nfor any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, any Issuing Bank or any Lender\nwith respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or\notherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay\nthat might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any\nGuarantor as a matter of law or equity (other than the Payment in Full of the Guaranteed Obligations).\n\nSECTION 10.04 Defenses\nWaived. To the fullest extent permitted by applicable law, each Guarantor hereby waives any defense based on or arising out of any\ndefense of the Borrower or any Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the\ncessation from any cause of the liability of the Borrower, any Guarantor or any other Obligated Party, other than, in each case, the Payment\nin Full of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor irrevocably waives acceptance\nhereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement\nthat at any time any action be taken by any Person against any Obligated Party, or any other Person. Each Guarantor confirms that it is\nnot a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative Agent\nmay, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any\nsuch Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed\nObligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise\nany other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such\nGuarantor under this Loan Guaranty, except to the extent the Guaranteed Obligations have been Paid in Full. To the fullest extent permitted\nby applicable law, each Guarantor waives any defense arising out of any such election even though that election may operate, pursuant\nto applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against\nany Obligated Party or any security.\n\nSECTION 10.05 Rights\nof Subrogation. No Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation,\ncontribution or indemnification that it has against any Obligated Party, or any collateral, until the Payment in Full of the Secured Obligations.\n\nSECTION 10.06 Reinstatement;\nStay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including a payment effected through\nexercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization\nof the Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion), each Guarantor’s\nobligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been\nmade and whether or not the Administrative Agent, the Issuing Banks and the Lenders are in possession of this Loan Guaranty. If acceleration\nof the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Borrower,\nall such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless\nbe payable by the Guarantors forthwith on demand by the Administrative Agent.\n\n109\n\nSECTION 10.07 Information.\nEach Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets,\nand of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the\nrisks that each Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative Agent, any Issuing Bank\nor any Lender shall have any duty to advise any Guarantor of information known to it regarding those circumstances or risks.\n\nSECTION 10.08 Termination.\nEach of the Lenders and the Issuing Banks may continue to make loans or extend credit to the Borrower based on this Loan Guaranty until\nfive (5) days after it receives written notice of termination from any Guarantor. Notwithstanding receipt of any such notice, each Guarantor\nwill continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to the fifth day after\nreceipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all\nor any part of such Guaranteed Obligations. Nothing in this Section 10.08 shall be deemed to constitute a waiver of, or eliminate, limit,\nreduce or otherwise impair any rights or remedies the Administrative Agent or any Lender may have in respect of, any Default or Event\nof Default that shall exist under Article VII hereof as a result of any such notice of termination.\n\nSECTION\n10.09 Taxes. Each payment of the Guaranteed Obligations will be made by each\nGuarantor without withholding for any Taxes, unless such withholding is required by law. If any Guarantor determines, in its sole\ndiscretion exercised in good faith, that it is so required to withhold Taxes, then such Guarantor may so withhold and shall timely\npay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are\nIndemnified Taxes, then the amount payable by such Guarantor shall be increased as necessary so that, net of such withholding\n(including such withholding applicable to additional amounts payable under this Section), the Administrative Agent, Lender or\nIssuing Bank (as the case may be) receives the amount it would have received had no such withholding been made.\n\nSECTION 10.10 Maximum\nLiability. The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law,\nor any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the\nobligations of any Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable\non account of the amount of such Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this\nLoan Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Administrative\nAgent, any Issuing Bank or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined\nin such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “**Maximum Liability**”).\nThis Section 10.10 with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of the Administrative\nAgent, the Issuing Banks and the Lenders to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any\nother Person shall have any right or claim under this Section 10.10 with respect to such Maximum Liability, except to the extent necessary\nso that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the\nGuaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Loan\nGuaranty or affecting the rights and remedies of the Administrative Agent, the Issuing Banks or the Lenders hereunder; *provided*\nthat nothing in this sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability.\nNotwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent,\nif any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under\nany applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform Voidable Transactions Act or similar\nstatute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to\nthe preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which\nsuch Guarantor may have under this Loan Guaranty, any other agreement or applicable law shall be taken into account.\n\nSECTION 10.11 Contribution.\n\n(a) To\nthe extent that any Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”) which, taking into\naccount all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would\nhave been paid by or attributable to such Guarantor if\n\n110\n\neach Guarantor had paid the aggregate Guaranteed Obligations satisfied by such\nGuarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately\nprior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to\nthe making of such Guarantor Payment, then, following payment in full in cash of the Guarantor Payment, the Payment in Full of the Guaranteed\nObligations and the termination of this Agreement, such Guarantor shall be entitled to receive contribution and indemnification payments\nfrom, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts\nin effect immediately prior to such Guarantor Payment.\n\n(b) As\nof any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable value\nof the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become\ndue in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such\ncontingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner\nto maximize the amount of such contributions.\n\n(c) This\nSection 10.11 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 10.11 is intended\nto or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due\nand payable in accordance with the terms of this Loan Guaranty.\n\n(d) The\nparties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or Guarantors\nto which such contribution and indemnification is owing.\n\n(e) The\nrights of the indemnifying Guarantors against other Guarantors under this Section 10.11 shall be exercisable upon the Payment in Full\nof the Guaranteed Obligations and the termination of this Agreement.\n\nSECTION 10.12 Liability\nCumulative. The liability of each Loan Party as a Guarantor under this Article X is in addition to and shall be cumulative\nwith all liabilities of each Loan Party to the Administrative Agent, the Issuing Banks and the Lenders under this Agreement and the other\nLoan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without\nany limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the\ncontrary.\n\nSECTION 10.13 Keepwell.\nEach Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds\nor other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect\nof a Swap Obligation (*provided*, *however*, that each Qualified ECP Guarantor shall only be liable under this Section 10.13\nfor the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise\nunder this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater\namount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in\nfull force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute,\nand this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other\nLoan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.\n\nSECTION 10.14 Release\nof Guarantors.\n\n(a) A\nGuarantor shall automatically be released from its obligations under the Loan Guaranty upon the consummation of any transaction permitted\nby this Agreement as a result of which such Guarantor ceases to be a Subsidiary. In connection with any release pursuant to this Section,\nthe Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such\nLoan Party’s sole expense, all documents that such Loan Party shall reasonably request to evidence such release. Any execution and\ndelivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.\n\n111\n\n(b) Further,\nthe Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any\nGuarantor from its obligations under the Loan Guaranty if such Guarantor becomes an Excluded Subsidiary.\n\n(c) At\nsuch time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan\nDocuments and the other Secured Obligations shall have been Paid in Full, all obligations (other than those expressly stated to survive\nsuch termination) of each Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of\nany act by any Person.\n\n(d) Upon\nthe effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral\npursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically\nreleased.\n\n[*remainder of page****Signature\npages** intentionally left blank; signature pages follow**omitted***]\n\n112\n\n** **"}