EX-10.1

Exhibit 10.1

CREDITAGREEMENT

datedasofJanuary2,2025

among

ACCELEVATIONINTERMEDIATELLC,

asHoldings,

ACCELEVATIONBUYERLLC,

asIntermediateHoldings

ACCELEVATIONFINANCINGMERGERSUBLLC,

asMergerSubandastheBorrowerpriortotheconsummationoftheMerger

ACCELEVATIONLLC,

astheBorrowerupontheconsummationoftheMerger,

the several Lenders from time to time parties hereto

and

MIDCAPFINANCIALTRUST,

astheAdministrativeAgentandtheCollateralAgent,

MIDCAPFINANCIALTRUST,

and

MONROECAPITAL,LLC,

astheJointLeadArrangersandBookrunners

and

BARINGSFINANCELLC,

asDocumentationAgent

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TABLEOFCONTENTS

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SCHEDULES

EXHIBITS

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CREDITAGREEMENT

Credit Agreement, dated as of January 2, 2025, by and among ACCELEVATION

INTERMEDIATELLC,aDelawarelimitedliabilitycompany(“Holdings”),ACCELEVATIONBUYER

LLC, a Delaware limited liability company (“Intermediate Holdings”), ACCELEVATION

FINANCING MERGER SUB LLC, a Delaware limited liability company (the “Merger Sub”), as the

initial Borrower hereunder (the “Initial Borrower”), whose rights and obligations herein will,

immediately following the consummation of the Merger (as defined below) be assigned to and assumed

by ACCELEVATION, LLC, a Delaware limited liability company (the “OpCo”, and following

consummation of the Merger, together with any other co-borrower added pursuant to Section 2.17of this

Agreement, collectively, the “Borrower”), Accelevation Holding Company LLC, a Delaware limited

liability company (“Accelevation Holding”), Accelevation Holdings Blocker, LLC, a Delaware limited

liability company (“Accelevation Holdings Blocker”), Accelevation Blocker, Inc., a Delaware

corporation (“Accelevation Blocker”), Instor Blocker, Inc., a Delaware corporation (“Instor Blocker”

and, together with Holdings, Intermediate Holdings, Accelevation Holding, Accelevation Holdings

Blocker and Accelevation Blocker, the “Parent Guarantors”), the several lenders from time to time

parties hereto (each a “Lender” and, collectively, the “Lenders”), each Letter of Credit Issuer, and

MidCap Financial Trust, as the Swingline Lender, Administrative Agent and the Collateral Agent (such

terms and each other capitalized term used but not defined in this preamble and the recitals having the

meaning provided in Section 1).

WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of November 8,

2024 (and together with all exhibits and schedules and other attachments thereto, collectively, as

amended, restated, supplemented, waived orotherwise modified in accordance with theterms thereof, the

“Acquisition Agreement”), by and among Intermediate Holdings, Accelevation Holding, as the

Company(insuchcapacity,the“Company”),thesellerspartythereto,LFMCapitalPartnersIII-AL.P.,a

Delaware limited partnership, as Sellers’ Representative, and Accelevation Holdings Blocker, as the

Blocker, Intermediate Holdings will, immediately following the initial funding hereunder (x) acquire,

directly or indirectly, all of the equity interests of the Company (the “Acquisition”) and (y) cause Merger

Sub to merge with and into the OpCo, with the OpCo surviving the merger (the “Merger”).

WHEREAS, in connection with the transactions contemplated by the Acquisition Agreement, the

Borrower has requested that (i) the Lenders extend credit in the form of (A) Initial Term Loans to the

Borrower on the Closing Date in an aggregate principal amount of $200,000,000, (B) Delayed Draw

TermLoanstobemadeavailabletotheBorroweratanytimeonandaftertheClosingDateandfromtime

to time prior to the Delayed Draw Term Loan Commitment Termination Date in an aggregate principal

amountnotinexcessof$75,000,000,(C)RevolvingCreditLoanstobemadeavailabletotheBorrowerat

any time and from time to time prior to the Revolving Credit Maturity Date in an aggregate principal

amount at any time outstanding not in excess of $50,000,000 less the sum of (1) the aggregate Letters of

Credit Outstanding at such time and (2) the aggregate principal amount of all Swingline Loans

outstanding at such time, (ii) the Letter of Credit Issuers issue Letters of Credit at any time and from time

to time prior to the L/C Facility Maturity Date in an aggregate Stated Amount at any time outstanding not

in excess of $20,000,000 and (iii) the Swingline Lender extend credit in the form of Swingline Loans at

any time and from time to time prior to the Swingline Maturity Date in an aggregate principal amount at

any time outstanding not in excess of $7,500,000;

WHEREAS, the proceeds of the Initial Term Loans will be used, together with proceeds of the

Equity Investment (as defined below), (i) to pay consideration in connection with the Acquisition, (ii) to

refinance, redeem and/or discharge (a) that certain Credit Agreement, dated as of December 16, 2022 (as

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amended,restated,amendedandrestated,supplementedorotherwisemodifiedfromtimetotime),byand

among, inter alios, the Company, the lenders party thereto, and Abacus Finance Group, LLC, as

administrative agent and sole lead arranger and (b) that certain Senior Subordinated Loan Agreement,

dated as of June 16, 2023 (as amended, restated, amended and restated, supplemented or otherwise

modified from time to time), by and among, inter alios, the Company, the lenders party thereto, and

Centerfield Capital Partners V, L.P., asadministrative agent ((ii)(a) and (ii)(b),collectively, the “Existing

Credit Agreements”) and (iii) to pay Transaction Expenses; and

WHEREAS,theLendersandtheLetterofCreditIssuerarewillingtomakeavailabletothe

Borrower such Credit Facilities upon the terms and subject to the conditions set forth herein.

NOW,THEREFORE,inconsiderationofthepremisesandthecovenantsandagreements

contained herein, the parties hereto hereby agree as follows:

Section1.Definitions.

1.1Defined Terms.As used herein, the following terms shall have the meanings specified in

this Section1.1unless the context otherwise requires (it being understood that defined terms in this

Agreement shall include in the singular number the plural and in the plural the singular):

“ABR” shall mean for any day a fluctuating rate per annum equal to the highest of (i)the Federal

Funds Effective Rate plus 1/2 of 1%, (ii)the rate last quoted by The Wall Street Journal as the “Prime

Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum

interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519)

(Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any

similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the

FederalReserveBoard(asdeterminedbytheAdministrativeAgent),and(iii)theBenchmarkRate(which

rate shall be calculated based on an Interest Period of one month as of such date) plus 1.00% per annum;

providedthat, notwithstanding the foregoing, in no event shall the ABR applicable to the Initial Term

Loans and the Revolving Credit Loans at any time be less than 2.00% per annum.Any change in the

ABR due to a change in such rate determined by the Administrative Agent or in the Federal Funds

EffectiveRate,the“PrimeRate”orthe BenchmarkRateshalltakeeffectattheopeningofbusinessonthe

day of such change.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABRLoan”shallmeaneachLoanbearinginterestbasedontheABR.

“Acceptable Intercreditor Agreement” shall mean either (i) an intercreditor agreement

substantially in the form of ExhibitH-1(with such changes to such form as may be reasonably acceptable

totheAdministrativeAgentandtheBorrower)amongtheAdministrativeAgent,theCollateralAgentand

the representatives for purposes thereof for any other Permitted Other Indebtedness Secured Parties that

are holders of Permitted Other Indebtedness Obligations having a Lien on the Collateral ranking pari

passu with the Lien securing the Obligations or (ii) an intercreditor agreement substantially in the form of

ExhibitH-2(with such changes to such form as may be reasonably acceptable to the Administrative

Agent and the Borrower) among the Administrative Agent, the Collateral Agent and the representatives

for purposes thereof for any other Permitted Other Indebtedness Secured Parties that are holders of

Permitted Other Indebtedness Obligations having a Lien on the Collateral ranking junior to the Lien

securing the Obligations.

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“Account” shall mean, as at any date of determination, all “accounts” (as such term is defined in

the UCC) of Intermediate Holdings and its Restricted Subsidiaries as of such date, including, without

limitation, the unpaid portion of the obligation of a customer of Intermediate Holdings or any of its

Restricted Subsidiaries in respect of Inventory purchased by and shipped to such customer and/or the

rendition of services by Intermediate Holdings or such Restricted Subsidiary, as stated on the respective

invoiceofIntermediateHoldingsorsuch RestrictedSubsidiary,netofanycredits,rebatesoroffsetsowed

to such customer.

“Acquired EBITDA” shall mean, with respect to any Acquired Entity or Business or any

Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma Entity”) for any period, the

amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined using such

definitions as if references to Intermediate Holdings and the Restricted Subsidiaries therein were to such

Pro Forma Entity and its Restricted Subsidiaries), all as determined on a consolidated basis for such Pro

Forma Entity in accordance with GAAP.

“Acquired Entity or Business” shall have the meaning provided in the definition of the term

Consolidated EBITDA.

“Acquired Indebtedness” shall mean, with respect to any specified Person, (i)Indebtedness of

any other Person existing at the time such other Person is merged, consolidated, or amalgamated with or

into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in

connection with, or in contemplation of, such other Person merging, consolidating, or amalgamating with

or into or becoming a Restricted Subsidiary of such specified Person, and (ii)Indebtedness secured by a

Lien encumbering any asset acquired by such specified Person.

“Acquisition” shall have the meaning provided in the recitals to this Agreement.

“AcquisitionAgreement”shallhavethemeaningprovidedintherecitalstothisAgreement.

“Additional Borrower” shall mean any Guarantor (other than Holdings) as may be requested by

theBorrowertobecomeanadditionalborrower(and/oraco-borrower)ofanyCreditFacilityhereunderin

accordance with Section 2.17.

“AdditionalRevolvingCreditCommitments”shallhavethemeaningprovidedin

Section 2.14(a).

“AdditionalRevolvingCreditLoan”shallhavethemeaningprovidedinSection2.14(b).

“AdditionalRevolvingLoanLender”shallhavethemeaningprovidedinSection2.14(b).

“AdditionalTermLoans”shallhavethemeaningprovidedinSection2.14(a).

“Adjusted Daily Simple SOFR” shall mean an interest rate per annum equal to (a) the Daily

Simple SOFR, plus (b) the related Benchmark Replacement Adjustment; providedthat, if the Adjusted

Daily Simple SOFR rate as so determined would be less than the Floor, such rate shall be deemed to be

equal to the Floor for the purposes of this Agreement.

“Adjusted Total Revolving Credit Commitment” shall mean, at any time, the Total Revolving

Credit Commitment less the aggregate Revolving Credit Commitments of all Defaulting Lenders at such

time.

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“Adjusted Total Term Loan Commitment” shall mean, at any time, the Total Term Loan

Commitment less the Term Loan Commitments of all Defaulting Lenders at such time.

“Administrative Agent” shall mean MidCap Financial Trust, as the administrative agent for the

Lenders under this Agreement and the other Credit Documents, or any successor administrative agent

pursuant to Section 12.9.

“Administrative Agent’s Office” shall mean the Administrative Agent’s address and, as

appropriate, account as set forth on Schedule13.2or such other address or account as the Administrative

Agent may from time to time notify the Borrower and the Lenders.

“AdministrativeQuestionnaire”shallhavethemeaningprovidedinSection13.6(b)(ii)(D).

“Advisory Services Agreement” shall mean that certain advisory agreement dated as of January

2, 2025 among Accelevation Topco LLC, a Delaware limited liability company, Accelevation Parent

LLC, a Delaware limited liability company, Holdings, Intermediate Holdings, the Borrower and Olympus

Advisors, LLC, a Delaware limited liability company, as amended, restated, supplemented or otherwise

modified in accordance with the terms hereof.

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly

controlling, controlled by, or under direct or indirect common control with such Person.A Person shall

bedeemedtocontrolanotherPersonifsuchPersonpossesses,directlyorindirectly,thepowertodirector

cause the direction of the management and policies of such other Person, whether through the ownership

of voting securities, by contract or otherwise.

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

Financial Institution.

“Affiliated Institutional Lender” shall mean any Affiliate of the Sponsor (other than Holdings,

Intermediate Holdings, the Borrower, or any other Subsidiary of Holdings) that is a bona fide diversified

debt fund primarily engaged in, or that advises funds or other investment vehicles that are engaged in,

making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of

credit or securities and that exercises independent discretion from the private equity business of the

Sponsor and whose managers have fiduciary duties to third-party investors that are independent of their

duties to the direct or indirect equity holders of Holdings.

“Affiliated Lender” shall mean a Lender that is the Sponsor or any Affiliate thereof (other than

Holdings, Intermediate Holdings, the Borrower, any other Subsidiary of Holdings or any Affiliated

Institutional Lender).

“AgentParties”and“AgentParty”shallhavethemeaningsprovidedinSection13.17(b).

“Agents” shall mean the Administrative Agent, the Collateral Agent and each of the Joint Lead

Arrangers and Bookrunners.

“Agreement”shallmeanthisCreditAgreement.

“AHYDO Payments” shall mean any payment, including any subordinated debt obligations, in

each case to the extent required to be made to avoid the application of Section 163(e)(5) of the Code.

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“Anti-CorruptionLaws”shallhavethemeaningprovidedinSection8.10.

“Anti-Money Laundering Laws” shall mean the Bank Secrecy Act, as amended by the Patriot

Act, and any other similar laws or regulations of any jurisdiction concerning or relating to terrorism

financing or money laundering.

“Applicable Margin” shall mean a percentage per annum equal to (x) until delivery of financial

statements and a related Compliance Certificate for the first full fiscal quarter commencing after the

Closing Date pursuant to Section 9.1, (1) for Benchmark Rate Loans that are Initial Term Loans,

Revolving Credit Loans or Delayed Draw Term Loans, 5.00% per annum and (2) for ABR Loans that are

Initial Term Loans, Revolving Credit Loans or Delayed Draw Term Loans, 4.00% per annum, and (y)

thereafter, in connection with Initial Term Loans, Revolving Credit Loans or Delayed Draw Term Loans,

the percentage per annum set forth in the table below, based upon the Consolidated First Lien Secured

DebttoConsolidatedEBITDARatioas setforthinthemostrecentComplianceCertificatereportingsuch

ratio received by the Administrative Agent pursuant to Section 9.1:

Any increase or decrease in the Applicable Margin for Revolving Credit Loans, Initial Term

Loans or Delayed Draw Term Loans resulting from a change in the Consolidated First Lien Secured Debt

toConsolidatedEBITDARatioshallbecomeeffectiveasofthefirstBusinessDayimmediatelyfollowing

the date a Compliance Certificate reporting such ratio is delivered pursuant to Section 9.1(d).

IntheeventthatanyfinancialstatementorComplianceCertificatedeliveredpursuanttoSection

9.1 is inaccurate, and such inaccuracy, if corrected, would have led to the imposition of a different

ApplicableMarginforanyperiodthantheApplicableMarginappliedforthatperiod,then (i)

Intermediate Holdings shall immediately deliver to Administrative Agent a corrected financial statement

and a corrected Compliance Certificate for that period (the “Corrected Financials Date”), (ii) the

Applicable Margin shall be determined based on the corrected Compliance Certificate for that period, and

(iii)(A) if the Applicable Margin based on the corrected Compliance Certificate would have been higher

than the Applicable Margin that was based on the incorrect Compliance Certificate, Intermediate

Holdings shall immediately pay to Administrative Agent (for the account of the Lenders that hold the

Commitments and Loans at the time such payment is received, regardless of whether those Lenders held

the Commitments and Loans during the relevant period) the accrued additional interest owing as a result

of such increased Applicable Margin for that period; provided, for the avoidance of doubt, such

deficiency shall be due and payable as at such Corrected Financials Date and no Default or Event of

Default under Section 11.1(a)shall be deemed to have occur with respect to such deficiency prior to such

date and (B) if the Applicable Margin based on the corrected Compliance Certificate would have been

lower than the Applicable Margin that was based on the incorrect Compliance Certificate, the amount of

the relevant overpayment shall be deducted from the amount of any required interest payment for the next

succeeding Interest Period.This paragraph shall not limit the rights of Administrative Agent or the

Lenders with respect to Section 2.8(c)and Section 11hereof and shall survive the termination of this

Agreement until the payment in full in cash of the aggregate outstanding principal balance of the Loans.

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Inaddition,attheoptionoftheRequiredLendersatanytimeduringwhichIntermediateHoldings

shall have failed to deliver the Compliance Certificate pursuant to Section9.1(d)by the applicable date

required under Section9.1(d), then the Consolidated First Lien Secured Debt to Consolidated EBITDA

Ratio shall be deemed to be above 4.50 to 1.00 for the purposes of determining the Applicable Margin

(but only for so long as such failure continues, after which such ratio shall be determined based on the

then existing Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio).

Notwithstanding the foregoing, (a)the Applicable Margin in respect of any Class of Extended

Revolving Credit Commitments, any Extended Revolving Credit Loans or any Extended Term Loans

shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b)the

Applicable Margin in respect of any Class of any Incremental Loans shall be the applicable percentages

per annum set forth in the relevant Joinder Agreement, (c)the Applicable Margin in respect of any Class

of Replacement Facilities shall be the applicable percentages per annum set forth in the relevant

agreement, (d)the Applicable Margin in respect of any Class of Refinancing Indebtedness that would

constitute Revolving Credit Commitments shall be the applicable percentages per annum set forth in the

relevant agreement and (e)in the case of any Loans, the Applicable Margin shall be increased as, and to

the extent, necessary to comply with the provisions of Section 2.14.

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

Equivalents”.

“Approved Fund” shall mean any Fund that is administered or managed by (i)a Lender, (ii)an

Affiliate of a Lender, or (iii)an entity or an Affiliate of an entity that administers, advises or manages a

Lender.

“AssetSale”shallmean:

(i)the sale, conveyance, transfer, or other disposition, whether in a single

transaction or a series of related transactions, of property or assets (including by way of a Sale

Leaseback) (each a “disposition”) of Intermediate Holdings or any Restricted Subsidiary, or

(ii)the issuance or sale of Equity Interests of any Restricted Subsidiary (other than

preferred stock of Restricted Subsidiaries issued in compliance with Section10.1), whether in a

single transaction or a series of related transactions,

ineachcase,otherthan:

(a)any disposition of cash, Cash Equivalents or Investment Grade Securities or

obsolete, worn out or surplus property or property (including leasehold property interests) that is

no longer economically practical in its business or commercially desirable to maintain or no

longer used or useful equipment in the ordinary course of business or any disposition of

inventory, immaterial assets, or goods (or other assets) in the ordinary course of business;

(b)the disposition of all or substantially all of the assets of Intermediate Holdings in

a manner permitted pursuant to Section 10.3;

(c)theincurrenceofLiensthatarepermittedtobeincurredpursuanttoSection10.2

or the making of any Restricted Payment or Permitted Investment (other than pursuant to clause

(a)ofSection10.6)thatispermittedtobemade,andismade,pursuanttoSection10.5orSection

10.6;

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(d)any disposition of property or assets or issuance of securities by (1)a Restricted

SubsidiarytoIntermediate Holdingsor(2)byIntermediateHoldingsoraRestrictedSubsidiaryto

another Restricted Subsidiary;

(e)to the extent allowable under Section1031 of the Code, or any comparable or

successor provision, any exchange of like property (excluding any boot thereon) for use in a

Similar Business;

(f)[reserved];

(g)foreclosures, condemnation, casualty or any similar action on assets (including

dispositions in connection therewith);

(h)any financing transaction with respect to property built or acquired by

Intermediate Holdings or any Restricted Subsidiary after the Closing Date, including Sale

Leasebacks and asset securitizations permitted by this Agreement;

(i)(1)any surrender or waiver of contractual rights or the settlement, release, or

surrender of contractual rights or other litigation claims, (2)the termination or collapse of cost

sharing agreements with Intermediate Holdings or any Subsidiary and the settlement of any

crossing payments in connection therewith, or (3)the settlement, discount, write off, forgiveness,

or cancellation of any Indebtedness owing by any present or former consultants, directors,

officers, or employees of Intermediate Holdings (or any direct or indirect parent company of

Intermediate Holdings) or any Subsidiary or any of their successors or assigns;

(j)the disposition or discount of inventory, accounts receivable, or notes receivable

in the ordinary course of business or the conversion of accounts receivable to notes receivable;

(k)the licensing, cross-licensing or sublicensing of Intellectual Property or other

general intangibles in the ordinary course of business;

(l)the unwinding of any Hedging Obligations or obligations in respect of Cash

Management Services;

(m)sales, transfers, and other dispositions of Investments in joint ventures to the

extent required by, or made pursuant to, customary buy/sell arrangements between the joint

venture parties set forth in joint venture arrangements and similar binding arrangements;

(n)the expiration, lapse, ceasing to enforce, allowing to lapse abandonment or

invalidation of, discontinued use, prosecution or maintenance of, putting into the public domain,

abandonment of Intellectual Property in the ordinary course of business, which in the reasonable

business judgment of Intermediate Holdings is not material to the conduct of the business of

Intermediate Holdings and the Restricted Subsidiaries, taken as a whole;

(o)the issuance of directors’ qualifying shares and shares issued to foreign nationals

as required by applicable law;

(p)dispositions of property to the extent that (1)such property is exchanged for

credit (of comparable or greater Fair Market Value as determined in good faith by Intermediate

Holdings)againstthepurchasepriceofsimilarreplacementproperty thatispurchasedwithin365

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days thereof or (2)the proceeds of such disposition are promptly applied to the purchase price of

such replacement property (which replacement property is actually purchased within 365 days

thereof);

(q)leases,assignments,subleases,licenses,orsublicenses(otherthanwithrespectto

Intellectual Property), in each case in the ordinary course of business and which do not materially

interfere with the business of Intermediate Holdings and the Restricted Subsidiaries, taken as a

whole;

(r)dispositions of non-core assets acquired in connection with any Permitted

AcquisitionorInvestmentpermittedhereunder(includingtoobtaintheapprovalofanyapplicable

antitrust authority); providedthat the Fair Market Value of the assets so disposed in any such

disposition shall not exceed a de minimis amount (as determined by Intermediate Holdings in

good faith) of the Fair Market Value of the total assets acquired in such Permitted Acquisition or

other Investment;

(s)any swap of assets in exchange for services or other assets in the ordinary course

of business of comparable or greater Fair Market Value or usefulness to the business of

Intermediate Holdings and its Restricted Subsidiaries, as a whole, as determined in good faith by

Intermediate Holdings;

(t)any transfer of Accounts in connection with customary factoring arrangements

pursuant to (x) arrangements in effect on the Closing Date and set forth on Schedule 10.4 hereof

or an amended or modified facility or replacement thereof and (y) similar arrangements to those

in effect on or prior to the Closing Date entered into in the ordinary course of business on market

terms generating Net Cash Proceeds, not to exceed an aggregate maximum permitted amount for

allsucharrangementsdescribedintheforegoingsubclauses (x)and(y)atanytimeineffect equal

to the greater of $14,000,000 and 35% of Consolidated EBITDA for the most recently ended Test

Period (calculated on a Pro Forma Basis) at any time outstanding (each, a “Permitted

Receivables Financing”); and

(u)otherdispositionswithaFairMarketValuenottoexceedthegreaterof(x)

$16,000,000 and (y)40% of Consolidated EBITDA for the most recently ended Test Period

(calculated on a Pro Forma Basis) in the aggregate since the Closing Date.

“Asset Sale Prepayment Event” shall mean any Asset Sale, or series of related Asset Sales,

subject to the Reinvestment Period allowed in Section10.4; provided, that with respect to any Asset Sale

Prepayment Event, the Borrower shall not be obligated to make any prepayment otherwise required by

Section5.2unless the aggregate amount of Net Cash Proceeds from such Asset Sale Prepayment Event,

after giving effect to the reinvestment rights set forth herein, exceeds the greater of (i) $2,000,000 and (ii)

5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis).

“Assignment and Acceptance” shall mean (i)an assignment and acceptance substantially in the

formofExhibitF,orsuchotherformasmaybeapprovedbytheAdministrativeAgentand(ii)inthecase

ofanyassignmentofTermLoansinconnectionwithaPermittedDebtExchangeconductedinaccordance

with Section2.15, such form of assignment (if any) as may be agreed by the Administrative Agent and

the Borrower in accordance with Section 2.15(a).

“AssignmentTaxes”shallhavethemeaningprovidedinthedefinitionof“OtherTaxes”.

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“Auction Agent” shall mean (i)the Administrative Agent or (ii)any other financial institution or

advisor employed by a Parent Guarantor, the Borrower, or any Subsidiary (whether or not an Affiliate of

theAdministrativeAgent)to actasanarrangerinconnectionwithanyPermittedDebtExchangepursuant

to Section2.15or Dutch auction pursuant to Section13.6(h); providedthat none of the Parent Guarantors

or the Borrower shall designate the Administrative Agent as the Auction Agent without the written

consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no

obligation to agree to act as the Auction Agent); provided, further, that neither Holdings nor any of its

Subsidiaries may act as the Auction Agent.

“Authorized Officer” shallmean,withrespecttoanyPerson,anyindividualholdingtheposition

of chairman of the board (if an officer), the Chief Executive Officer, President, the Chief Financial

Officer, the Treasurer, the Controller, the Vice President-Finance, a Senior Vice President, a Director, a

Manager, the Secretary, the Assistant Secretary or any other senior officer or agent with express authority

to act on behalf of such Person designated as such by the board of directors or other managing authority

of such Person.

“Auto-ExtensionLetterofCredit”shallhavethemeaningprovidedinSection3.2(d).

“Available Amount”shallmean,atanytime,anamount(whichshallnotbelessthanzero)equal

to:

(a)the greater of (i) $14,000,000 and (ii) 35% ofConsolidated EBITDA for the most

recently ended Test Period (calculated on a Pro Forma Basis), plus

(b)Retained Excess Cash Flow (which amount shall be deemed to be zero for each Fiscal

Quarter if the Consolidated Net Income for such Fiscal Quarter is less than zero) (this

clause (b), the “Available Amount Builder Component”), plus

(c)100% of the aggregate net cash proceeds and the Fair Market Value of marketable

securities or other property received by Intermediate Holdings since immediately after

the Closing Date from the issue or sale of (x) Equity Interests of Intermediate Holdings

(other than Disqualified Stock and other than any Cure Amount) or (y) Indebtedness of

Intermediate Holdings or a Restricted Subsidiary that has been converted into or

exchanged for such Equity Interests of Intermediate Holdings or any direct or indirect

parent company of Intermediate Holdings, plus

(d)100%oftheaggregateamountofcashandtheFairMarketValueofmarketable

securities or other property contributed to the capital of Intermediate Holdings or

received by Intermediate Holdings after the sale of equity by Holdings (or its direct or

indirect Parent Entity) following the Closing Date that is not otherwise applied (other

than Disqualified Stock and other than any Cure Amount), plus

(e)100% of the aggregate amount received in cash and the Fair Market Value of

marketable securities or other property received by Intermediate Holdings bymeans of

(A)the sale or other disposition (other than to Intermediate Holdings or a Restricted

Subsidiary) of Investments madebyIntermediateHoldings andtheRestricted

Subsidiariespursuantto Section 10.6(s)and repurchases and redemptions of such

Investments fromIntermediate Holdings and the Restricted Subsidiaries and

repayments of loans or advances, and releases of guarantees, which constitute

Investments made by IntermediateHoldingsortheRestrictedSubsidiariespursuant

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toSection10.6(s),ineach case, after the Closing Date and not in excess of the amount

of such original Investment; (B) returns, profits, distributions and similar amounts

received by Intermediate HoldingsandtheRestrictedSubsidiariesonInvestmentsmade

pursuantto Section 10.6(s)and not in excess of the amount of such original Investment;

or (C) the sale (other than to Intermediate Holdings or a Restricted Subsidiary) of the

stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary or

a dividend from an Unrestricted Subsidiary after the Closing Date, plus

(f)[reserved],plus

(g)[reserved];minus

(h)an amount equal to the sum of (i) Restricted Payments made pursuant to Section

10.5(i), plus (ii) Investments made pursuant to Section 10.6(s), plus (iii)payments or

distributions in respect of Junior Debt made pursuant to Section 10.7(e), in each case,

made after the Closing Date and prior to such time, or contemporaneously therewith.

“Available Amount Builder Component” shall have the meaning set forth in the definition of

“Available Amount”.

“AvailableCommitment”shallmean,atanytime,anamountequaltotheexcess,ifany,of

(i)the amount of the Total Revolving Credit Commitment over (ii) the sum of the aggregate principal

amount of, without duplication, (a) all Revolving Credit Loans then outstanding and (b) the aggregate

Letters of Credit Outstanding at such time.

“Available Tenor” shall mean, as of any date of determination and with respect to the then-

current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment

period for interest calculated with reference to such Benchmark (or component thereof), as applicable,

that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for

determining any frequency of making payments of interest calculated pursuant to this Agreement as of

such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-

removed from the definition of “Interest Period” pursuant to Section 1.14.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the

applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” shall mean, (a) with respect to any EEA Member Country implementing

Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European

Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to

time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United

Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other

law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing

banks, investment firms or other financial institutions or their affiliates (other than through liquidation,

administration or other insolvency proceedings).

“BankruptcyCode”shallhavethemeaningprovidedinSection11.5.

“Benchmark” or “Benchmark Rate” shall mean, initially, for any Interest Period for a

Benchmark Rate Loan, Term SOFR; providedthat, if a Benchmark Transition Event, and the related

BenchmarkReplacementDatehaveoccurredwithrespecttoTermSOFRorthethen-currentBenchmark

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Rate, then “Benchmark Rate” means the applicable Benchmark Replacement to the extent that such

Benchmark Replacement has replaced such prior Benchmark rate pursuant to Section 1.14; provided,

further, that, notwithstanding the foregoing, the Benchmark Rate shall at no time be less than the Floor.

“Benchmark Rate Borrowing” shall mean a Borrowing comprised of Benchmark Rate Loans.

“Benchmark Rate Loan” shall mean a Loan bearinginterest at a rate determined by reference to

theBenchmarkRate.

“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the

then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period

and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment,

or method for calculating or determining such spread adjustment, (which may be a positive or negative

value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable

Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread

adjustment, or method for calculating or determining such spread adjustment, for the replacement of such

BenchmarkwiththeapplicableUnadjustedBenchmarkReplacementbytheRelevantGovernmentalBody

on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market

convention for determining a spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark

Replacement for dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement” shall mean, for any Available Tenor, the first alternative set forth in

the order below that can be determined by the Administrative Agent for the applicable Benchmark

Replacement Date:

(1)theAdjustedDailySimpleSOFR;

(2)the sum of: (a) the alternate Benchmark rate that has been selected by the Administrative

Agent and the Borrower as the replacement for the then-current Benchmark for the applicable

Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement

Benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii)

anyevolvingorthen-prevailingmarketconventionfordeterminingaBenchmarkrateasareplacementfor

the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United

States and (b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less

than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this

Agreement and the other Credit Documents.

“Benchmark Replacement Date” shall mean, with respect to any Benchmark, the earliest to

occur of the following events with respect to such then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the

later of (a) the date of the public statement or publication of information referenced therein and (b) the

date on which the administrator of such Benchmark (or the published component used in the calculation

thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such

component thereof); or

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(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date

on which such Benchmark (or the published component used in the calculation thereof) has been

determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such

component thereof) to be no longer representative; provided, that such non-representativeness will be

determined by reference to the most recent statement or publication referenced in such clause (3) and

even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on

such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date

occurs on the same day as, but earlier than, the Interest Rate Determination Date in respect of any

determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Interest

Rate Determination Date for such determination and (ii) the “Benchmark Replacement Date” will be

deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the

occurrence of the applicable event or events set forth therein with respect to all then-current Available

Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” shall mean, with respect to any Benchmark, the occurrence of

one or more of the following events with respect to such then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of

such Benchmark (or the published component used in the calculation thereof) announcing that such

administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such

component thereof), permanently or indefinitely, providedthat, at the time of such statement or

publication, there is no successor administrator that will continue to provide any Available Tenor of such

Benchmark (or such component thereof);

(2)a public statement or publication of information by the regulatory supervisor for the

administrator of such Benchmark (or the published component used in the calculation thereof), the Board

of Governors, the Federal Reserve Bank of New York, the Term SOFR Administrator, an insolvency

official with jurisdiction over the administrator for such Benchmark (or such component), a resolution

authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or

an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or

such component), in each case, which states that the administrator of such Benchmark (or such

component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such

component thereof) permanently or indefinitely; provided that, at the time of such statement or

publication, there is no successor administrator that will continue to provide any Available Tenor of such

Benchmark (or such component thereof); or

(3)a public statement or publication of information by the regulatory supervisor for the

administrator of such Benchmark (or the published component used in the calculation thereof)

announcingthatallAvailableTenorsofsuchBenchmark(orsuchcomponentthereof)arenolonger,oras

of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred

with respect to any Benchmark if a public statement or publication of information set forth above has

occurred with respect to each then-current Available Tenor of such Benchmark (or the published

component used in the calculation thereof).

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“Benchmark Unavailability Period” shall mean, the period (if any) (a) beginning at the time

thataBenchmarkReplacementDatehasoccurredif,atsuchtime,noBenchmarkReplacementhas

replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in

accordance with Section 1.14(e) and (b) ending at the time that a Benchmark Replacement has replaced

the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance

with Section 1.14(e).

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership

required by the Beneficial Ownership Regulation.

“BeneficialOwnershipRegulation”shallmean31C.F.R.§1010.230.

“Benefit Plan” shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is

subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any

Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of

ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BenefitedLender”shallhavethemeaningprovidedinSection13.8(a).

“BHC Act Affiliate” of a party shall mean an “affiliate” under, and interpreted in accordance

with, 12 U.S.C. 1841(k) of such party.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States

(or any successor).

“Bonding Obligations” shall have the meaning provided in the definition of the term

“Consolidated Total Debt”.

“Borrower”shallhavethemeaningprovidedinthepreambletothisAgreement.

“Borrower Joinder Agreement” shall mean the joinder hereto by any Additional Borrower, as a

new Borrower pursuant to a joinder agreement in substantially the form of Exhibit N hereto, among such

Additional Borrower, the Borrower and the Administrative Agent.

“BorrowerMaterials”shallhavethemeaningprovidedinSection13.17(b).

“Borrowing” shallmean (i)Loans ofthe sameClass and Type,made, converted,or continuedon

the same date and, in the case of Benchmark Rate Loans, as to which a single Interest Period is in effect

or (ii) a Swingline Loan.

“Business Day” shall mean any day excluding Saturday, Sunday, and any other day on which

banking institutions in New York City are authorized by law or other governmental actions to close.

“Capital Expenditures” shall mean, for any period, the aggregate of all expenditures (whether

paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under

Capital Leases) by Intermediate Holdings and the Restricted Subsidiaries during such period that, in

conformity with GAAP, are or are required to be included as additions during such period to property,

plant, or equipment reflected in the consolidated balance sheet of Intermediate Holdings and the

Restricted Subsidiaries (including capitalized software expenditures, website development costs, website

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content development costs, customer acquisition costs and incentive payments, conversion costs, and

contract acquisition costs).

“Capital Lease” shall mean, as applied to any Person, any lease of any property (whether real,

personal, or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be,

accounted for as a capital lease on the balance sheet of that Person, subject to Section 1.12.

“Capital Stock” shall mean (i)in the case of a corporation, corporate stock, (ii)in the case of an

association or business entity, any and all shares, interests, participations, rights, or other equivalents

(however designated) of corporate stock, (iii) in the case of a partnership or limited liability company,

partnership or membership interests (whether general or limited), and (iv)any other interest or

participation that confers on a Person the right to receive a share of the profits and losses of, or

distributions of assets of, the issuing Person (it being understood and agreed, for the avoidance of doubt,

that “cash-settled phantom appreciation programs” in connection with employee benefits that do not

require a dividend or distribution shall not constitute Capital Stock).

“Capitalized Lease Obligation” shall mean, at the time any determination thereof is to be made,

the amount of the liability in respect of a Capital Lease that would at such time be required to be

capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in

accordance with GAAP, subject to Section 1.12.

“Cash Collateral”shallhaveameaningcorrelativeto theimmediatelysucceedingparagraphand

shall include the proceeds of such cash collateral and other credit support.

“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Administrative

Agent, for the benefit of one or more of the Letter of Credit Issuers or the Revolving Credit Lenders

(including the Swingline Lender), as collateral for L/C Obligations or obligations of the Revolving Credit

Lenders (including those of the Swingline Lender) to fund participations in respect of L/C Obligations,

cashordepositaccountbalancesor,iftheAdministrativeAgentandtheLetterofCreditIssuershallagree

in their sole discretion, other credit support.

“CashEquivalents”shallmean:

(i)Dollars,

(ii)(a)Euro, Pounds Sterling, Yen, Swiss Francs, Canadian Dollars, or any national

currency of any member state in the European Union or (b)local currencies held from time to

time in the ordinary course of business,

(iii)securities issued or directly and fully and unconditionally guaranteed or insured

by the United States government or any country that is a member state of the European Union or

any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a

full faith and credit obligation of such government with maturities of 24 months or less from the

date of acquisition,

(iv)certificatesofdeposit,timedeposits,and eurodollar time deposits with maturities

of one year or less from the date of acquisition, bankers’ acceptances with maturities not

exceeding one year, and overnight bank deposits, in each case with any commercial bank having

capital and surplus of not less than $100,000,000,

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(v)repurchaseobligationsforunderlyingsecuritiesofthetypesdescribedin

clauses(iii), (iv), and (ix)entered into with any financial institution meeting the qualifications

specified in clause (iv)above,

(vi)commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in

each case maturing within 24 months after the date of creation thereof,

(vii)marketable short-term money market and similar securities having a rating of at

leastP-2orA-2fromeitherMoody’sorS&P,respectively(or,ifatanytimeneitherMoody’snor

S&P shall be rating such obligations, an equivalent rating from another nationally recognized

ratings agency) and in each case maturing within 24 months after the date of creation or

acquisition thereof,

(viii)readily marketable direct obligations issued by any state, commonwealth, or

territory ofthe United States or any political subdivision ortaxingauthoritythereof havingone of

thetwohighestratingcategoriesobtainablefromeitherMoody’sorS&Pwithmaturitiesof

24 months or less from the date of acquisition,

(ix)indebtedness or preferred stock issued by Persons with a rating of “A” or higher

from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of

acquisition,

(x)solely with respect to any Foreign Subsidiary: (a)obligations of the national

government of the country in which such Foreign Subsidiary maintains its chief executive office

and principal place of business provided such country is a member of the Organization for

Economic Cooperation and Development, in each case maturing within one year after the date of

investment therein, (b)certificates of deposit of, bankers acceptances of, or time deposits with,

anycommercialbankwhichisorganizedandexistingunderthelawsofthecountryinwhichsuch

Foreign Subsidiary maintains its chief executive office and principal place of business provided

such country is a member of the Organization for Economic Cooperation and Development, and

whoseshort-termcommercialpaperratingfromS&Pis atleast“A-2”ortheequivalentthereofor

from Moody’s is at least “P-2” or the equivalent thereof (any such bank being an “Approved

Foreign Bank”), and in each case with maturities of not more than 24 months from the date of

acquisition, and (c)the equivalent of demand deposit accounts which are maintained with an

Approved Foreign Bank, in each case, customarily used by corporations for cash management

purposes in any jurisdiction outside the United States to the extent reasonably required in

connection with any business conducted by such Foreign Subsidiary organized in such

jurisdiction,

(xi)in the case of investments by any Foreign Subsidiary or investments made in a

countryoutsidetheUnitedStates,CashEquivalentsshallalsoincludeinvestmentsofthetypeand

maturity described in clauses(i)through (ix)above of foreign obligors, which investments have

ratings, described in such clausesor equivalent ratings from comparable foreign rating agencies,

and

(xii)investmentfundsinvesting90%oftheirassetsinsecuritiesofthetypesdescribed

in clauses (i)through (ix)above.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in

currencies other than those set forth in clauses(i)and (ii)above; providedthat such amounts are

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convertedintoanycurrencylistedinclauses(i)and(ii)aspromptlyaspracticableandinanyeventwithin

ten Business Days following the receipt of such amounts.

For the avoidance of doubt, any items identified as Cash Equivalents under this definition will be

deemedtobeCashEquivalentsforallpurposesundertheCreditDocumentsregardlessofthetreatmentof

such items under GAAP.

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

Management Services.

“Cash Management Bank” shall mean (i)any Person that, at the time it enters into a Cash

Management Agreement with Holdings, Intermediate Holdings, the Borrower or any Restricted

Subsidiary, is an Agent or a Lender or an Affiliate of an Agent or a Lender or (ii)any Person that is

designated by Intermediate Holdings as a “Cash Management Bank” by written notice to the

AdministrativeAgentsubstantiallyintheformofExhibitL-2orsuch otherformreasonablyacceptableto

the Administrative Agent.

“Cash Management Services” shall mean any one or more of the following types of services or

facilities: (i)commercial credit cards, merchant card services, purchase or debit cards, including non-card

e-payables services, or electronic funds transfer services, (ii)treasury management services (including

controlled disbursement, overdraft automatic clearing house fund transfer services, return items, and

interstate depository network services), (iii)any other demand deposit or operating account relationships

orothercashmanagementservices,includingpursuanttoanyCashManagementAgreementsand

(iv)andotherservicesrelated,ancillaryorcomplementarytotheforegoing.

“Casualty Event” shall mean, with respect to any property of any Person, any loss of or damage

to, or any condemnation or other taking by a Governmental Authority of, such property for which such

Person or any of its Restricted Subsidiaries receives insurance proceeds or proceeds of a condemnation

award in respect of any equipment, fixed assets, or real property (including anyimprovements thereon) to

replace or repair such equipment, fixed assets, or real property; provided, that with respect to any

Casualty Event or series of related Casualty Events, the Borrower shall not be obligated to make any

prepayment otherwise required by Section5.2unless the aggregate amount of Net Cash Proceeds from

such Casualty Event or series of related Casualty Events, as applicable, after giving effect to the

reinvestment rights set forth herein, exceeds the greater of (i) $2,000,000 and (ii) 5% of Consolidated

EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis).

“CFC” shall mean a direct or indirect Subsidiary of Intermediate Holdings that is a “controlled

foreign corporation” within the meaning of Section 957 of the Code.

“CFC Holding Company” shall mean any direct orindirect Subsidiary ofIntermediate Holdings

that has no material assets other than (as determined in the good faith of Intermediate Holdings) (a)

Capital Stock and/or Stock Equivalents (including, for this purpose, any debt or other instrument treated

as equity for U.S. federal income tax purposes) of one or more Foreign Subsidiaries that are CFCs or one

or more other CFC Holding Companies and (b) immaterial amounts of cash or Cash Equivalents and

other immaterial assets being held on a temporary basis incidental to the ownership of such assets

described in clause (a)hereof.

“Change in Law” shall mean (i)the adoption of any law, treaty, order, policy, rule, or regulation

after the Closing Date, (ii)any change in any law, treaty, order, policy, rule, or regulation or in the

interpretationorapplicationthereofbyanyGovernmentalAuthorityaftertheClosingDateor (iii)

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compliance by any Lender, Letter of Credit Issuer or L/C Participant with any guideline, request,

directive, or order issued or made after the Closing Date by any central bank or other governmental or

quasi-governmentalauthority (whetheror nothavingtheforce of law), including, foravoidance of doubt,

any such adoption, change or compliance in respect of (a)the Dodd-Frank Wall Street Reform and

ConsumerProtectionActandallrequests,rules,regulations,guidelines,ordirectivesthereunderorissued

in connection therewith and (b)all requests, rules, guidelines, requirements, or directives promulgated by

the Bank forInternationalSettlements, the Basel Committee on Banking Supervision (or any successor or

similar authority), or the United States or foreign regulatory authorities pursuant to Basel III in each case,

regardless of the date enacted, adopted or issued.

“Change of Control” shall mean and be deemed to have occurred if (i)at any time prior to an

IPO, the Permitted Holders shall at any time not own, in the aggregate, directly or indirectly, beneficially

and of record, at least 50% of the voting power of the outstanding Voting Stock of Holdings; (ii)at any

time after an IPO, any Person, entity, or “group” (within the meaning of Section13(d) or 14(d) of the

Securities Exchange Act), other than the Permitted Holders, shall at any time have acquired direct or

indirect beneficial ownership of a percentage of the voting power of the outstanding Voting Stock of

Holdings that exceeds 35% thereof or the amount held by Permitted Holders, unless, in case of clause(i)

or clause(ii)above, the Permitted Holders have, at such time, the right or the ability by voting power,

contract,orotherwisetoelectordesignateforelectionatleastamajorityoftheboardofdirectorsorother

managing authority of Holdings; (iii) Holdings shall cease to beneficially own, directly or indirectly,

100% of the issued and outstanding equity interests of Intermediate Holdings; or (iv) Intermediate

Holdingsshallceasetobeneficiallyown,directlyorindirectly,100%oftheissuedandoutstandingequity

interests of Borrower. For the purpose of clauses (i), (ii)and (iii), at any time when a majority of the

outstandingVotingStockofHoldingsisdirectlyorindirectlyownedbyaParentEntityor,ifapplicable, a

Parent Entity acts as the manager, managing member or general partner of Holdings, references in this

definition to “Holdings”, shall be deemed to refer to the ultimate Parent Entity that directly or indirectly

owns such Voting Stock or acts as (or, if applicable, is a Parent Entity that directly or indirectly owns a

majority of the outstanding Voting Stock of) such manager, managing member or general partner.For

purposes of this definition, (i) “beneficial ownership” shall be as defined in Rules 13(d)-3 and 13(d)-5

under the Securities Exchange Act, (ii) the phrase Person or “group” is within the meaning of Section

13(d) or 14(d) of the Securities Exchange Act, but excluding any employee benefit plan of such Person or

“group” and its subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or

administrator of any such plan, (iii) if any Person or“group” includes one or more Permitted Holders, the

issued and outstanding Equity Interests of Holdings, the IPO Entity or Intermediate Holdings, as

applicable, directly or indirectly owned by the Permitted Holders that are part of such Person or “group”

shallnotbetreatedasbeingownedbysuchPersonor“group”forpurposesofdeterminingwhetherclause

(ii)of this definition is triggered, and (iv) a Person or group shall not be deemed to beneficially own

Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement,

warrantagreementorsimilaragreement(orvotingoroptionorsimilaragreementrelatedthereto)untilthe

consummation of the acquisition of such Voting Stock in connection with the transactions contemplated

by such agreement.

“Claims”shallhavethemeaningprovidedinthedefinitionof“EnvironmentalClaims”.

“Class” (i)when used in reference to any Loan or Borrowing, shall refer to whether such Loan,

or the Loans comprising such Borrowing, are Revolving Credit Loans, Additional Revolving Credit

Loans, New Revolving Credit Loans, Extended Revolving Credit Loans (of the same Extension Series),

Initial Term Loans, Delayed Draw Term Loans, New Term Loans (of each Series), Extended Term Loans

(of the same Extension Series) or Indebtedness under Replacement Facilities (of the same Series) or

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SwinglineLoansand(ii)whenusedinreferencetoanyCommitment,referstowhethersuchCommitment

is a Revolving Credit Commitment, an Additional Revolving Credit Commitment, a New Revolving

CreditCommitment,anExtendedRevolvingCreditCommitment(ofthesameExtensionSeries),an

InitialTermLoanCommitment,aDelayedDrawTermLoanCommitment,aReplacementFacility

Commitment, or a New Term Loan Commitment.

“ClosingDate”shallmeanJanuary2,2025.

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

“Collateral”shallmeanallpropertypledgedormortgagedorpurportedtobepledgedor

mortgagedpursuanttotheSecurityDocuments,excludinginalleventsExcludedProperty.

“Collateral Agent”shallmeanMidCap,ascollateralagentundertheSecurityDocuments,orany

successor collateral agent pursuant to Section12.9, and any Affiliate or designee of MidCap, may act as

the Collateral Agent under any Credit Document.

“CommitmentFee”shallhavethemeaningprovidedinSection4.1(a).

“Commitment Fee Rate” shall mean a rate per annum equal to 0.50%.Notwithstanding the

foregoing, (a)the Commitment Fee Rate in respect of any Class of Extended Revolving Credit

Commitments or any Extended Revolving Credit Loans shall be the applicable percentages per annum set

forth in the relevant Extension Amendment and (b)the Commitment Fee Rate in respect of any Class of

Refinancing Indebtedness that would constitute Revolving Credit Commitments shall be the applicable

percentages per annum set forth in the relevant agreement.

“Commitments” shall mean, with respect to each Lender (to the extent applicable), such

Lender’s Initial Term Loan Commitment, Delayed Draw Term Loan Commitment, New Term Loan

Commitment, Revolving Credit Commitment, New Revolving Credit Commitment, Extended Revolving

Credit Commitment, Additional Revolving Credit Commitment, or Incremental Revolving Credit

Commitment.

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

as amended from time to time, and any successor statute.

“Communications”shallhavethemeaningprovidedinSection13.17.

“Company”shallhavethemeaningprovidedinthepreambletothisAgreement.

“Compliance Certificate” shall mean a certificate of a responsible financial or accounting officer

or director of Intermediate Holdings substantially in the form of Exhibit Mdelivered pursuant to Section

9.1(d)for the applicable Test Period.

“ConfidentialInformation”shallhavethemeaningprovidedinSection13.16.

“Conforming Changes” shall mean, with respect to either the use or administration of Term

SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any

technical, administrative or operational changes (including changes to the definition of “ABR,” the

definition of “Business Day,” the definition of “US Government Securities Business Day,” the definition

of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest

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period”), timing and frequency of determining rates and making payments of interest, timing of

borrowing requests or prepayment, conversion or continuation notices, the applicability and length of

lookbackperiods,theapplicabilityofSection2.11andothertechnical,administrativeoroperational

matters) that the Administrative Agent, in consultation with the Borrower, decides may be appropriate to

reflect the adoption and implementation of any such rate or to permit the use and administration thereof

by the Administrative Agent in a manner substantially consistent with market practice (or, if the

Administrative Agent, in consultation with the Borrower, decides that adoption of any portion of such

market practice is not administratively feasible or if the Administrative Agent, in consultation with the

Borrower, determines that no market practice for the administration of any such rate exists, in such other

manner of administration as the Administrative Agent, in consultation with the Borrower, decides is

reasonably necessary in connection with the administration of this Agreement and the other Credit

Documents).

“ConsolidatedDepreciationandAmortizationExpense”shallmeanwithrespecttoanyPerson

for any period, the total amount of depreciation and amortization expense, including the amortization of

deferred financing fees or costs, debt issuance costs, commissions, fees, and expenses, capitalized

expenditures (including capitalized software expenditures), customer acquisition costs, the amortization

of original issue discount resulting from the issuance of Indebtedness at less than par and incentive

payments, conversion costs, and contract acquisition costs of such Person and its Restricted Subsidiaries

for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated EBITDA” shall mean, with respect to any Person and its Restricted Subsidiaries

on a consolidated basis for any period, the Consolidated Net Income of such Person for such period:

(i)increased(withoutduplication)andtotheextentnotalreadyincludedin

Consolidated Net Income by:

(a)provision for taxes based on gross receipts or income or profits or

capital, including, without limitation, U.S. federal, state, non-U.S., franchise, excise,

value added, and similar taxes and foreign withholding taxes of such Person paid or

accrued during such period deducted, including any penalties and interest related to such

taxes or arising from any tax examinations (and not added back) in computing

Consolidated Net Income, plus

(b)Fixed Charges of such Person for such period (including net losses on

Hedging Obligations or other derivative instruments entered into for the purpose of

hedging interest rate risk to the extent included in Fixed Charges), together with items

excluded from the definition of Consolidated Interest Expense and any non-cash interest

expense, in each case to the extent the same were deducted (and not added back) in

calculating such Consolidated Net Income, plus

(c)Consolidated Depreciation and Amortization Expense of such Person for

such period to the extent the same were deducted (and not added back) in computing

Consolidated Net Income, plus

(d)any expenses, fees, charges, or losses (other than depreciation or

amortization expense) related to any Equity Offering, Permitted Investment, Restricted

Payment, acquisition, disposition, recapitalization, or the incurrence of Indebtedness

permitted to be incurred by this Agreement (including a refinancing thereof) (whether or

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not successful and including any such transaction consummated prior to the Closing

Date), including (1)such fees, expenses, or charges related to the incurrence of the Loans

hereunder and all Transaction Expenses, (2)such fees, expenses, orcharges related tothe

offeringoftheCreditDocumentsandanyothercreditfacilitiesordebtissuances,and

(3) any amendment or other modification of the Loans hereunder or other Indebtedness,

and, in each case, deducted (and not added back) in computing Consolidated Net Income,

plus

(e)any other non-cash charges, including any write offs, write downs,

expenses, losses, any effects of adjustments resulting from the application of purchase

accounting, purchase price accounting (including any step-up in inventory and loss of

profitontheacquiredinventory)orotheritemstothe extentthesamewerededucted(and

notaddedback)incomputingConsolidatedNetIncome(providedthatifanysuch

non-cash charges represent an accrual or reserve for potential cash items in any future

period, the cash payment in respect thereof in such future period shall be deducted from

Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item

that was paid in a prior period), plus

(f)the amount of any net income (loss) attributable to non-controlling

interests in any non-Wholly-Owned Subsidiary deducted (and not added back) in such

period in calculating Consolidated Net Income, plus

(g)the amount of management, monitoring, consulting and advisory fees

(including termination fees) and related indemnities and expensespaid or accrued in such

period to the Sponsor or its Affiliates and permitted to be paid or accrued pursuant to the

terms of this Agreement; plus

(h)costs of surety bonds incurred in such period in connection with

financing activities, plus

(i)the amount of any “run rate” cost savings, operating expense reductions,

operating enhancements and other cost synergies (in each case, net of the amount of

actual benefits realized prior to or during such period from such actions and costs

incurred to achieve the same) that are reasonably identifiable and factually supportable

related to (A) the Transactions and (B) mergers and other business combinations,

acquisitions, dispositions and other specified transactions, restructurings, cost savings

initiatives and other initiatives (including in respect of the pro forma adjustments and

addbacks set forth in clause (v)(B)below and including any charges and expenses

incurred in connection with Capital Expenditures for future expansion and business

optimization projects which cost savings, operating expense reductions, operating

enhancements and other cost synergies shall be calculated on a Pro Forma Basis as

thoughsuchcostsavings,operatingexpensereductions,operatingenhancements andcost

synergies had been realized on the first day of such period); providedthat such cost

savings, operating expense reductions, operating enhancements and other cost synergies

are projected by Intermediate Holdings in goodfaith to result from actions that have been

either taken, with respect to which substantial steps have been taken or are committed to

be taken or planned to be taken within (x) 24 months of the Closing Date with respect to

clause (A)above and (y) 24 months of such merger or other business combination,

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acquisition,dispositionorotherspecifiedtransaction,restructuring,costsavingsinitiative

or other initiative with respect to clause (B)above; plus

(j)any costs or expense incurred by Intermediate Holdings or a Restricted

Subsidiary pursuant to any management equity plan or stock option or phantom equity

planoranyothermanagementoremployeebenefitplanoragreementoranystock

subscriptionorshareholderagreement,totheextentthatsuchcostorexpensesarefunded

with cash proceeds contributed to the capital of Intermediate Holdings or net cash

proceeds of an issuance of Equity Interests of Intermediate Holdings (other than

Disqualified Stock), plus

(k)the amount of expenses relating to payments made to option, phantom

equity or profits interest holders of Intermediate Holdings or any of its any direct or

indirect subsidiaries or parent companies in connection with, or as a result of, any

distribution being made to equity holders of such Person or its direct or indirect parent

companies, which payments are being made to compensate such option, phantom equity

or profits interest holders as though they were equity holders at the time of, and entitled

to share in, such distribution, in each case to the extent permitted under this Agreement

and expenses relating to distributions made to equity holders of such Person or its direct

or indirect parent companies resulting from the application of Financial Accounting

Standards Codification Topic 718—Compensation—Stock Compensation (formerly

Financial Accounting Standards Board Statement No. 123 (Revised 2004)), plus

(l)with respect to any joint venture that is not a Restricted Subsidiary, an

amount equal to the proportion of those items described in clauses(a)and (c)above

relating to such joint venture corresponding to Intermediate Holdings and the Restricted

Subsidiaries’ proportionate share of such joint venture’s Consolidated Net Income

(determined as if such joint venture were a Restricted Subsidiary), plus

(m)cash receipts (or any netting arrangements resulting in reduced cash

expenses) not included in Consolidated EBITDA in any period solely to the extent that

the corresponding non-cash gains relating to such receipts were deducted in the

calculation of Consolidated EBITDA pursuant to clause (ii)below for any previous

period and not added back, plus

(n)any expenses and charges that are reimbursed by indemnification or

other similar provisions in connection with any investment or any sale, conveyance,

transfer, or other disposition of assets (in each case, to the extent covered by contractual

indemnificationorreimbursement agreements)and (1)to the extentcovered byinsurance

and actually reimbursed or otherwise paid, or, (2) so long as Intermediate Holdings has

made a determination that there exists reasonable evidence that such amount will in fact

be reimbursed by the indemnitor, third party counter party or insurer and only to the

extent that such amount is (A)not denied by the applicable indemnitor or counterparty or

carrier in writing within 180 days and (B)in fact reimbursed within 365 days of the date

of the determination by Intermediate Holdings that there exists such evidence (with a

deduction for any amount so added back to the extent not so reimbursed within such 365

days) or reimbursed by a third party, expenses with respect to liability or casualty events

or business interruption, plus

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(o)charges, expenses and other items (x) described in the Financial Model

and (y) described in the quality of earnings report delivered to the Lead Arrangers prior

to the Closing Date, plus

(p)any net pension or other post-employment benefit costs representing

amortization of unrecognized prior service costs, actuarial losses, including amortization

ofsuchamountsarisinginpriorperiods,amortizationoftheunrecognizednetobligation

(andlossorcost)existingatthedateofinitialapplicationofFASBAccountingStandards

Codification Topic 715—Compensation—Retirement Benefits, and any other items of a

similar nature, plus

(q)retention, recruiting, relocation, expansion and signing bonuses or

completion bonuses and expenses, stock option and other equity-based compensation

expenses, expenses related to cost savings initiatives, severance costs, transaction fees

and expenses and management, monitoring, consulting and advisory fees, indemnities

and related expenses paid or accrued in such Test Period to (or on behalf of) the Sponsor

pursuanttotheAdvisoryServicesAgreement, including,withoutlimitation,anyonetime

expenses relating to enhanced accounting functions or other transaction costs, including

those associated with becoming a standalone entity or a public company; providedthat

any fees payable to Sponsor shall be limited to such amounts permitted to be paid

pursuant to the terms of this Agreement; plus

(r)other accruals and expenses (including rationalization, legal, tax,

structuring and other costs and expenses) related to the Transactions, Permitted

Acquisitions, Investments, Restricted Payments and dispositions or issuance of debt or

equity, whether or not consummated and all cash dividends (and non-cash dividend

expenses) on any series of preferred stock to the extent paid; plus

(s)adjustments set forth in any quality of earnings reports delivered to the

Administrative Agent in connection with Permitted Acquisitions or similar Investments

consummated after the Closing Date that are prepared by a nationally recognized firm or

other firm reasonably acceptable to the Administrative Agent (it being understood and

agreed that Forvis Mazars, LLP and any of the “Big Four” accounting firms are

acceptable); plus

(t)non-recurringlitigationorclaimsettlementchargesorexpenses;plus

(u)pre-opening expenses and “start-up costs” (as determined by

Intermediate Holdings) related to the acquisition, opening and organizing of any new

facility or new business line and all other location-specific costs with respect to any such

new facility or new business line, in each case (i) incurred prior to the first day any such

new facility or new business is determined by Intermediate Holdings to be open for

businessoroperationand/or(ii)costsassociated with theconstructionofanynewfacility

to the extent incurred within four Fiscal Quarters following the opening of such new

facilities (without duplication of amounts in subclause (i) above); plus

(v)(A) severance, relocation costs, integration and facilities’ or bases’

opening costs, costs related to closure/consolidation of facilities and other business

optimization expenses (including related to new product introductions and other strategic

-23-

or cost savings initiatives), (B) restructuring charges and related charges, accruals or

reserves (including restructuring and integration costs related to acquisitions and

adjustments to existing reserves), whether or not classified as restructuring expense on

the consolidated financial statements, and (C) signing costs, retention or completion

bonuses, other executive recruiting and retention costs, transition costs, costs related to

closure/consolidation of facilities or bases and curtailments or modifications to pension

andpost-retirementemployeebenefitplans(includinganysettlementofpension

liabilitiesandchargesresultingfromchangesinestimates,valuationsandjudgments);

plus

(w)[reserved];plus

(x)one-time integration, separation or carve-out charges, expenses or losses

in an aggregate amount not to exceed 15% of Consolidated EBITDA for such period;

plus

provided,thattheaggregateamountincludedinConsolidatedEBITDApursuanttoclauses(i),

(u)and (v)(B)(other than any amounts included pursuant to adjustments consistent with

Regulation S-X (as in effect prior to January 1, 2021)) of this definition for any period shall not

exceed 35% of Consolidated EBITDA for such period (with such calculation being made after

giving effect to all add-backs and adjustments and, for the avoidance of doubt, after giving Pro

Forma Effect to any action or transaction);

(ii)decreased by (without duplication) non-cash gains increasing Consolidated Net

Income of such Person for such period, excluding any non-cash gains which represent the

reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced Consolidated

EBITDA in any prior period other than non-cash gains relating to the application of Financial

Accounting Standards Codification Topic 840— Leases (formerly Financial Accounting

Standards Board Statement No. 13); providedthat, to the extent non-cash gains are deducted

pursuant to this clause(ii)for any previous period and not otherwise added back to Consolidated

EBITDA, Consolidated EBITDA shall be increased by the amount of any cash receipts (or any

netting arrangements resulting in reduced cash expenses) in respect of such non-cash gains

received in subsequent periods to the extent not already included therein,

(iii)increasedordecreasedby(withoutduplication):

(a)any net gain or loss resulting in such period from currency gains or

lossesrelatedtoIndebtedness,intercompanybalances,andotherbalancesheetitems,plus

or minus, as the case may be, and

(b)any net gain or loss resulting in such period from Hedging Obligations,

and the application of Financial Accounting Standards Codification Topic 815—

Derivatives and Hedging (ASC 815) (formerly Financing Accounting Standards Board

Statement No. 133), and its related pronouncements and interpretations, or the equivalent

accounting standard under GAAP or an alternative basis of accounting applied in lieu of

GAAP.

-24-

Fortheavoidanceofdoubt:

(i)to the extent included in Consolidated Net Income, there shall be excluded in

determining Consolidated EBITDA for any period any adjustments resulting from the application of ASC

815 and its related pronouncements and interpretations, or the equivalent accounting standard under

GAAP or an alternative basis of accounting applied in lieu of GAAP,

(ii)there shall be included in determining Consolidated EBITDA for any period,

without duplication, (1)the Acquired EBITDA of any Person or business, or attributable to any property,

storeorotherassetacquiredbyIntermediateHoldingsoranyRestrictedSubsidiaryduringsuchperiod

(butnottheAcquiredEBITDAofany relatedPersonorbusinessoranyAcquiredEBITDA attributableto

any assets or property, in each case to the extent not so acquired) to the extent not subsequently sold,

transferred, abandoned, or otherwise disposed by Intermediate Holdings or such Restricted Subsidiary

during such period (each such Person, business, property, or asset acquired and not subsequently so

disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted

Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted

Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or

Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such

acquisition or conversion) and (2)an adjustment in respect of each Acquired Entity or Business equal to

theamountoftheProFormaAdjustmentwithrespecttosuchAcquiredEntityorBusinessforsuchperiod

(including the portion thereof occurring prior to such acquisition); and

(iii)to the extent included in Consolidated Net Income, there shall be excluded in

determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, store,

business, or asset sold, transferred, abandoned, or otherwise disposed of, closed or classified as

discontinued operations by Intermediate Holdings or any Restricted Subsidiary during such period (each

such Person, property, store business, or asset so sold or disposed of, a “Sold Entity or Business”), and

the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary

during such period (each, a “Converted Unrestricted Subsidiary”) based on the actual Disposed

EBITDAofsuchSoldEntityorBusinessorConverted UnrestrictedSubsidiaryforsuchperiod(including

the portion thereof occurring prior to such sale, transfer, or disposition or conversion); providedthat, for

the avoidance of doubt, (i) notwithstanding any classification under GAAP of any Person or business in

respect of which a definitive agreement for the disposition thereof has been entered into as discontinued

operations, the Disposed EBITDA of such Person or business shall not be excluded pursuant to this

paragraph until such disposition shall have been consummated and (ii) Consolidated EBITDA of any

property, store or business that is relocated or whose territory is otherwise covered by an existing store or

planned to be covered by a new store within one year shall not be excluded pursuant to this paragraph.

Notwithstanding anything to the contrary contained herein, for purposes of determining

Consolidated EBITDA under this Agreement for any Test Period that includes any of the fiscal quarters

listed below, Consolidated EBITDA for such fiscal quarters shall be as set forth below, in each case as

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may be subject to addbacks and adjustments (without duplication) above set forth in clause (a)(i) and

sections relating to pro forma adjustments for the applicable Test Period.

“Consolidated First Lien Secured Debt” shall mean Consolidated Total Debt that is secured by

a Lien on the Collateral that ranks on an equal priority basis (but without regard to the control of

remedies) with Liens on the Collateral securing the Obligations.

“Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio” shall mean, as of

any date of determination, the ratio of (a)Consolidated First Lien Secured Debt as of such date of

determination, to (b)Consolidated EBITDA of Intermediate Holdings for the Test Period most recently

ended on or prior to such date of determination.

“Consolidated Interest Expense”shallmeanthesumof(1)cashinterestexpense(including

that attributable to Capitalized Lease Obligations), net of cash interest income of such Person and its

Restricted Subsidiaries with respect to all outstanding Indebtedness of such Person and its Restricted

Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters

of credit and bankers’ acceptance financing and net costs under hedging agreements, but excluding, for

the avoidance of doubt, (a)amortization of deferred financing costs, debt issuance costs, commissions,

fees and expenses and any other amounts of non-cash interest (including as a result of the effects of

acquisition method accounting or pushdown accounting), (b)non-cash interest expense attributable to the

movement of the mark-to-market valuation of Indebtedness or obligations under Hedging Obligations or

other derivative instruments pursuant to FASB Accounting Standards Codification Topic 815—

Derivatives and Hedging, (c)any one-time cash costs associated with breakage in respect of hedging

agreements for interest rates, (d)any “additional interest” owing pursuant to a registration rights

agreement with respect to any securities, (e)any payments with respect to make-whole premiums or other

breakage costs of any Indebtedness, including, without limitation, any Indebtedness issued in connection

with the Transactions, (f)penalties and interest relating to taxes, (g)accretion or accrual of discounted

liabilities not constituting Indebtedness, (h)interest expense attributable to a direct or indirect Parent

Entity resulting from push-down accounting, (i)any expense resulting from the discounting of

Indebtedness in connection with the application of recapitalization or purchase accounting, and (j)any

interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions

(whether actual, contingent or potential), with respect thereto and with respect to the Transactions, any

acquisition or Investment permitted hereunder, all as calculated on a consolidated basis.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to

accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such

Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” shallmean,withrespecttoanyPerson foranyperiod,theaggregate

of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis,

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and on an after-tax basis to the extent appropriate, and otherwise determined in accordance with GAAP;

providedthat, without duplication,

(i)extraordinary,non-recurringorunusualgainsorlosses(lessallfeesandexpenses

relating thereto) or expenses (including any unusual or non-recurring operating expenses directly

attributable to the implementation of cost savings initiatives and any accruals or reserves in

respect of any extraordinary, non-recurring or unusual items), shall be excluded,

(ii)the Net Income for such period shall not include the cumulative effect of a

change in accounting principles and changes as a result of the adoption or modification of

accounting policies during such period, shall be excluded,

(iii)any gain (loss) (less all fees and expenses relating thereto) on asset sales,

disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary

course of business) or discontinued operations (but if such operations are classified as

discontinued due to the fact that they are subject to an agreement to dispose of such operations,

only when and to the extent such operations are actually disposed of), shall be excluded,

(iv)any effect of gains or losses (less all fees and expenses relating thereto)

attributabletoassetdispositionsorabandonmentsotherthanintheordinarycourseofbusiness,as

determinedingoodfaithbythesolememberorsimilargoverningbodyofIntermediate Holdings,

shall be excluded,

(v)the Net Income for such period of any Person that is not, Intermediate Holdings

or a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of

accounting, shall be excluded; providedthat Consolidated Net Income of Intermediate Holdings

shall be increased by the amount of dividends or distributions or other payments that are actually

paid in cash (or to the extent converted into cash or Cash Equivalents) to the referent Person or a

Restricted Subsidiary thereof in respect of such period,

(vi)effects of adjustments (including the effects of such adjustments pushed down to

Intermediate Holdings and the Restricted Subsidiaries) in any line item in such Person’s

consolidated financial statements required or permitted by Financial Accounting Standards

Codification Topic 805 – Business Combinations and Topic 350 – Intangibles-Goodwill and

Other (ASC 805 and ASC350) (formerly Financial Accounting Standards Board Statement Nos.

141 and 142, respectively) resulting from the application of purchase accounting, including in

relation to the Transactions and any acquisition that is consummated after the Closing Date or the

amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(vii)(a)any effect of income (loss) from the early extinguishment of Indebtedness or

Hedging Obligations or other derivative instruments (including deferred financing costs written

off and premiums paid), (b)any non-cash income (or loss) related to currency gains or losses

related to Indebtedness, intercompany balances, and other balance sheet items and to Hedging

Obligations pursuant to ASC 815 (or such successor provision), and (c)any non-cash expense,

income, or loss attributable to the movement in mark-to-market valuation of foreign currencies,

Indebtedness, or derivative instruments pursuant to GAAP, shall be excluded,

(viii)any impairment charge, asset write-off, or write-down pursuant to ASC 350 and

FinancialAccountingStandardsCodificationTopic360–ImpairmentandDisposalof

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Long-Lived Assets (ASC 360) (formerly Financial Accounting Standards Board Statement No.

144) and the amortization of intangibles arising pursuant to ASC 805 shall be excluded,

(ix)(a)any non-cash compensation expense recorded from or in connection with any

share-based compensation arrangements including stock appreciation or similar rights, phantom

equity, stock options, restricted stock, capital or profits interests or other rights to officers,

directors, managers, or employees and (b)non-cash income (loss) attributable to deferred

compensation plans or trusts, shall be excluded,

(x)any fees and expenses incurred during such period, or any amortization thereof

for such period, in connection with any acquisition, Investment, recapitalization, asset sale,

issuance, or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or

amendment or modification of any debt instrument (in each case, including any such transaction

consummated prior to the Closing Date and any such transaction undertaken but not completed)

and any charges or non-recurring merger costs incurred during such periodas a result of anysuch

transaction shall be excluded,

(xi)accruals and reserves (including contingent liabilities) that are established or

adjusted within twelve months after the Closing Date that are so required to be established as a

result of the Transactions in accordance with GAAP, or changes as a result of adoption or

modification of accounting policies, shall be excluded,

(xii)to the extent covered by insurance or indemnification and actually reimbursed,

or,solongasIntermediateHoldingshasmadeadeterminationthatthereexistsreasonable

evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and

only to the extent that such amount is (a)not denied by the applicable carrier or indemnifying

party in writing within 180 days and (b)in fact reimbursed within 365 days of the date of the

determination by Intermediate Holdings that there exists such evidence (with a deduction for any

amount so added back to the extent not so reimbursed within 365 days) or reimbursed by a third

party,lossesandexpenseswithrespecttoliabilityorcasualtyeventsorbusinessinterruptionshall

be excluded,

(xiii)any deferred tax expense associated with tax deductions or net operating losses

arising as a result of the Transactions, or the release of any valuation allowance related to such

items, shall be excluded, and

(xiv)any costs or expenses incurred during such period relating to environmental

remediation, litigation, or other disputes in respect of events and exposures that occurred prior to

the Closing Date shall be excluded.

“Consolidated Senior Secured Debt” shall mean Consolidated Total Debt that is secured by a

Lien on the Collateral.

“Consolidated Senior Secured Debt to Consolidated EBITDA Ratio” shall mean, as of any

date of determination, the ratio of (a)Consolidated Senior Secured Debt as of such date of determination,

to(b)ConsolidatedEBITDAofIntermediateHoldingsfortheTestPeriodmostrecentlyendedonorprior

to such date of determination.

“Consolidated Total Assets” shallmean,asofanydateofdetermination,theamountthatwould,

in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on the

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most recent consolidated balance sheet of Intermediate Holdings and the Restricted Subsidiaries at such

date.

“Consolidated Total Debt” shall mean, as at any date of determination, (a) an amount equal to

the sum of the aggregate amount of all outstanding Indebtedness of Intermediate Holdings and its

Restricted Subsidiaries on a consolidated basis in accordance with GAAP consisting only of third party

Indebtedness for borrowed money, obligations in respect of surety, performance or similar bonds or

instruments issued in the ordinary course of business or consistent with past practice or industry norm

(suchobligations,“Bonding Obligations”),CapitalizedLeaseObligations,debtobligationsevidencedby

promissory notes and similar instruments and purchase money Indebtedness (and excluding, for the

avoidanceofdoubt,(i)anyintercompanyIndebtednessoftheBorroweranditsRestrictedSubsidiaries,

(ii) Hedging Obligations and (iii) Indebtedness incurred pursuant to Section 10.1(r)with a term not

exceeding one year); providedthat Consolidated Total Debt shall not include (x) letters of credit

(includingLettersofCredit),excepttotheextentofunreimbursedamountsthereunderorhereunderand

(y) Bonding Obligations; provided, further, that (x) any unreimbursed amount under letters of credit shall

not be counted as Consolidated Total Debt until one (1) Business Day after such amount is drawn and (y)

any Bonding Obligations shall not be counted as Consolidated Total Debt until five (5) Business Days

after such amount becomes due and payable in full and is not paid by such time, minus (b) unrestricted

cash and Cash Equivalents of Intermediate Holdings and the Restricted Subsidiaries.

“Consolidated Total Debt to Consolidated EBITDA Ratio” shall mean, as of any date of

determination,theratioof(i)ConsolidatedTotalDebtasofsuchdateofdetermination,to (ii)

ConsolidatedEBITDAofIntermediateHoldingsfortheTestPeriodmostrecentlyendedonorpriorto

such date of determination.

“Consolidated Working Capital” shall mean, at any date, the excess of (i)the sum of all

amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth

opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of

Intermediate Holdings and the Restricted Subsidiaries at such date excluding the current portion of

current and deferred income taxes over (ii)the sum of all amounts that would, in conformity with GAAP,

be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance

sheet of Intermediate Holdings and the Restricted Subsidiaries on such date, but excluding (for purposes

of both clauses(i)and (ii)above), without duplication, (a)the current portion of any Funded Debt, (b)all

Indebtedness consisting of Loans and Letter of Credit Exposure and Capital Leases to the extent

otherwise included therein, (c)the current portion of interest, (d)the current portion of current and

deferred income taxes, (e)any liabilities that are not Indebtedness and will not be settled in cash or Cash

Equivalents during the next succeeding twelve month period after such date, (f)the effects from applying

purchaseaccounting,(g)anyaccruedprofessionalliabilityrisks,(h)restrictedmarketablesecurities,and

(i)deferred revenue reflected within current liabilities; providedthat, for purposes of calculating Excess

Cash Flow, increases or decreases in working capital (A)arising from acquisitions or dispositions by

Intermediate Holdings and the Restricted Subsidiaries shall be measured from the date on which such

acquisition or disposition occurred and (B)shall exclude (I)the impact of non-cash adjustments

contemplated in the Excess Cash Flow calculation, (II)the impact of adjusting items in the definition of

“ConsolidatedNetIncome”and(III)anychangesincurrentassetsorcurrentliabilitiesasaresultof

(x)the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under

hedging agreements or other derivative obligations, (y)any reclassification, other than as a result of the

passage of time, in accordance with GAAP of assets or liabilities, as applicable, between current and

noncurrent or (z) the effects of acquisition method accounting.

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“Contingent Obligations” shall mean, with respect to any Person, any obligation of such Person

guaranteeing any leases, dividends, or other payment obligations that do not constitute Indebtedness

(“primary obligation”) of any other Person (the “primary obligor”) in any manner, whether directly or

indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i)to

purchaseanysuchprimaryobligationoranypropertyconstitutingdirectorindirectsecuritytherefor,

(ii)to advance or supply funds (a)for the purchase or payment of any such primary obligation or (b)to

maintainworkingcapitalorequitycapitaloftheprimaryobligororotherwisetomaintainthenetworthor

solvency of the primary obligor, or (iii)to purchase property, securities, or services primarily for the

purposeofassuringtheownerofanysuchprimaryobligationoftheabilityoftheprimaryobligortomake

payment of such primary obligation against loss in respect thereof.

“Contract Consideration” shall have the meaning provided in clause (ii)(j)of the definition of

Excess Cash Flow.

“ContractualRequirement”shallhavethemeaningprovidedinSection8.3.

“Controlled Investment Affiliate” shall mean, as to any Person, any other Person (other than

any Permitted Holder) who directly or indirectly controls, is controlled by, or is under common control

with such Person and is organized by such Person (or any Person controlling such Person) primarily for

making direct or indirect equity investments in the Borrower and/or any Parent Entity.

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

term “Consolidated EBITDA”.

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

term “Consolidated EBITDA”.

“Corresponding Tenor” shall mean, with respect to any Available Tenor means, as applicable,

either a tenor (including overnight) or an interest payment period having approximately the same length

(disregarding business day adjustment) as such Available Tenor.

“CoveredEntity”shallmeananyofthefollowing:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 252.82(b);

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 47.3(b); or

(iii)a“coveredFSI”asthattermisdefinedin,andinterpretedinaccordancewith,12

C.F.R.§382.2(b).

“CoveredParty”shallhavethemeaningprovidedinSection13.25.

“Credit Documents” shall mean this Agreement, each Joinder Agreement, each Extension

Amendment, each Permitted Repricing Amendment, the Guarantees, the Security Documents, the Fee

Letter, any Letter of Credit, any promissory notes issued by the Borrower pursuant hereto and any other

documentexpresslydesignatedbytheAdministrativeAgentoraLenderandanyCreditPartyasa“Credit

Document”.

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

Loan and/or the issuance of a Letter of Credit (and any amendment, renewal or extension that increases

the Stated Amount thereof).

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

of credit hereunder.

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

(e.g., the Initial Term Loan Commitment, the Delayed Draw Term Loan Commitment and the Revolving

Credit Commitments).

“Credit Party” shall mean Holdings, Intermediate Holdings, the Borrower and the other

Guarantors.

“CureAmount”shallhavethemeaningprovidedinSection11.14.

“CureRight”shallhavethemeaningprovidedinSection11.14.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), SOFR, with the conventions

for this rate (which will include a lookback) being established by the Administrative Agent in accordance

with the conventions for this rate selected or recommended by the Relevant Governmental Body for

determining “Daily Simple SOFR” for syndicated business loans; provided that if the Administrative

AgentdecidesthatanysuchconventionisnotadministrativelyfeasiblefortheAdministrativeAgent,then

the Administrative Agent may establish another convention in its reasonable discretion.

“Debt Incurrence Prepayment Event” shall mean any issuance or incurrence by Holdings,

Intermediate Holdings or any of the Restricted Subsidiaries of any Indebtedness (excluding any

Indebtedness permitted to be issued or incurred under Section 10.1other than Section 10.1(u)).

“DeclinedProceeds”shallhavethemeaningprovidedinSection5.2(f).

“Default” shall mean any event, act, or condition thatwith notice or lapse of time, or both, would

constitute an Event of Default.

“DefaultRate”shallhavethemeaningprovidedinSection2.8(c).

“Default Right” shall have the meaning provided in, and shall be interpreted in accordance with,

12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” shall mean any Lender whose acts or failure to act, whether directly or

indirectly, cause it to meet any part of the definition of Lender Default.

“Deferred Net Cash Proceeds” shall have the meaning provided in the definition of “Net Cash

Proceeds”.

“Deferred Net Cash Proceeds Payment Date” shallhavethemeaningprovidedinthedefinition

of “Net Cash Proceeds”.

“Delayed Draw Term Loan Availability Period” shall mean the period beginning on the

Closing Date and ending on the Delayed Draw Term Loan Commitment Termination Date.

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“Delayed Draw Term Loan Commitment Termination Date” shall mean the earlier to occur

of (x) the twenty-four(24) month anniversary of the Closing Date (or, if such anniversary is not a

Business Day, the next succeeding Business Day) and (y) the date on which the Delayed Draw Term

Loan Commitments are reduced to zero or otherwise terminated pursuant to the terms of this Agreement;

providedthat any reference to the Delayed Draw Term Loan Commitment Termination Date with respect

to Delayed Draw Term Loan Commitments that have been extended pursuant to the terms of this

Agreement shall be deemed to be a reference to the date to which such Delayed Draw Term Loan

Commitment Termination Date shall have been so extended.

“Delayed Draw Term Loan Commitments”shallmean,withrespecttoeachTermLoanLender

with a Delayed Draw Term Loan Commitment, the commitment, if any, of such Term Loan Lender to

make Delayed Draw Term Loans, expressed as an amount representing the maximum principal aggregate

amount of such Delayed Draw Term Loans to be made by such Term Loan Lender hereunder, as such

commitment may be (a)reduced from time to time pursuant to Section 4.2and (b) reduced or increased

from time to time pursuant to assignments by or to such Lender pursuant to Section 13.6. The initial

amount of each Term Loan Lender’s Delayed Draw Term Loan Commitment is set forth on Schedule

1.1(a)or in the Assignment and Assumption Agreement pursuant to which such Lender shall have

assumed its Delayed Draw Term Loan Commitment, as the case may be. References to the “Delayed

Draw Term Loan Commitments” shall mean the Delayed Draw Term Loan Commitment of each Lender

taken together. The initial aggregate principal amount of the Lenders’ Delayed Draw Term Loan

Commitments on the Closing Date is $75,000,000.

“DelayedDrawTermLoanFundingDate”shallhavethemeaningprovidedinSection2.1(a).

“DelayedDrawTermLoanLender”shallmeanaLenderwithaDelayedDrawTerm

Loan Commitment or an outstanding Delayed Draw Term Loan.

“DelayedDrawTermLoans”shallhavethemeaningprovidedinSection2.1(a).

“DelayedDrawTermLoanRepaymentDate”shallhavethemeaningprovidedin

Section 2.5(b).

“DerivativeCounterparty”shallhavethemeaningprovidedinSection13.16.

“Designated Jurisdiction” shall mean any country or territory to the extent that such country or

territory itself is the subject of any comprehensive Sanctions (currently Cuba, Iran, North Korea, Syria,

the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk

People’s Republic).

“Designated Non-Cash Consideration” shall mean the Fair Market Value of non-cash

consideration received by Intermediate Holdings or a Restricted Subsidiary in connection with an Asset

Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of an

Authorized Officer of Intermediate Holdings, setting forth the basis of such valuation, executed by either

a senior vice president or the principal financial officer of Intermediate Holdings, less the amount of cash

or Cash Equivalents received in connection with a subsequent sale of or collection on or other disposition

of such Designated Non-Cash Consideration.A particular item of Designated Non-Cash Consideration

will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or

otherwise retired or sold or otherwise disposed of in compliance with Section 10.4.

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“Designated Preferred Stock” shall mean preferred stock of the Borrower or any direct or

indirect parent company of the Borrower (in each case other than Disqualified Stock) that is issued for

cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by

Intermediate Holdings or any of its Subsidiaries) and is so designated as Designated Preferred Stock,

pursuant to an officer’s certificate executed by the principal financial officer of the Borrower or parent

company thereof, as the case may be, on the issuance date thereof.

“Disposed EBITDA” shall mean, with respect to any Sold Entity or Business or any Converted

Unrestricted Subsidiaryforanyperiod,theamountforsuchperiodofConsolidatedEBITDA ofsuchSold

Entity or Business or Converted Unrestricted Subsidiary (determined as if references to Intermediate

Holdings and the Restricted Subsidiaries in the definition of “Consolidated EBITDA” were references to

such Sold Entity or Business or Converted Unrestricted Subsidiary and its respective Subsidiaries), all as

determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted

Subsidiary, as the case may be.

“Discretionary Domestic Guarantor” shall have the meaning assigned such term in the

definition of Guarantors.

“Discretionary Foreign Guarantor”shallhavethemeaningassignedsuchterminthedefinition

of Guarantors.

“Discretionary Guarantor” shall have the meaning assigned such term in the definition of

Guarantors.

“disposition”shallhavethemeaningassignedsuchterminclause(i)ofthedefinitionofAsset

Sale.

“Disqualified Lenders” shall mean (i) banks, financial institutions and other institutional lenders

(or related funds of such institutional lenders), in each case as identified in writing by the Sponsor,

Holdings, Intermediate Holdings or the Borrower to the Joint Lead Arrangers and Bookrunners and

Administrative Agent on or prior to November 6, 2024, (ii) competitors of the Borrower and its

Subsidiaries identified in writing by the Sponsor or the Borrower to the Administrative Agent prior to

November 6, 2024 and from time to time and (iii) are an Affiliate of any Person referred to in clauses (i)

or (ii)above (which, for the avoidance of doubt, shall not include any bona fide debt investment funds

that are Affiliates of the persons referenced in clause (ii)above) so long as such Affiliate is (x) identified

in writing to the Administrative Agent by the Borrower or Sponsor from time to time or (y) clearly

identifiable as an Affiliate of such a Person on the basis of such Affiliate’s name; providedthat such

designations shall not apply retroactively to disqualify any Persons that have previously validly acquired

an assignment or participation interest in the Loans and Commitments.

“Disqualified Stock” shall mean, with respect to any Person, any Capital Stock of such Person

which, by its terms, or by the terms of any security into which it is convertible or for which it is puttable

or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than

solelyforQualifiedStock),otherthanasaresultof achangeofcontrol,assetsale,condemnationeventor

similar event, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the

holder thereof (other than solely for Qualified Stock), other than as a result of a change of control, asset

sale,condemnationeventorsimilarevent,inwholeorinpart,ineachcase,priortothedatethatis

91days after the Latest Term Loan Maturity Date hereunder; providedthat if such Capital Stock is issued

to any plan for the benefit of employees of Intermediate Holdings or its Subsidiaries or by any such plan

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to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be

required to be repurchased by Intermediate Holdings or its Subsidiaries in order to satisfy applicable

statutory or regulatory obligations or as a result of such employee’s termination, death, or disability.

“Distressed Person” shall have the meaning provided in the definition of the term Lender-

Related Distress Event.

“Dollars”and“$”shallmeandollarsinlawfulcurrencyoftheUnitedStates.

“Domestic Subsidiary” shall mean each Subsidiary of Holdings that is organized under the laws

oftheUnitedStates,anystatethereof,ortheDistrictofColumbia,otherthanaCFCHoldingCompanyor

a Subsidiary of either a CFC or a CFC Holding Company.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established

inanyEEAMemberCountrywhichissubjecttothesupervisionofanEEAResolutionAuthority,(b)any

entityestablishedinanEEAMemberCountrywhichisaparentofaninstitutiondescribedinclause(a)of

this definition, or (c) any financial institution established in an EEA Member Country which is a

subsidiary of an institution described in clauses (a)or (b)of this definition and is subject to consolidated

supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland,

Liechtenstein and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any person

entrusted with public administrative authority of any EEA Member Country (including any delegee)

having responsibility for the resolution of any EEA Financial Institution.

“Effective Yield” shall mean, as to any Indebtedness, the effective yield on such Indebtedness in

the reasonable determination of the Administrative Agent in consultation with the Borrower and

consistent with generally accepted financial practices, taking into account the applicable interest rate

margins,anyinterestratefloors(theeffectofwhichfloorsshallbedeterminedinamannersetforthinthe

proviso below), upfront or similar fees or original issue discount (amortized over the shorter of (i)the

remaining weighted average life to maturity of such Indebtedness and (ii)the four years following the

date of incurrence thereof) payable generally to Lenders or other institutions providing such Indebtedness

in connection with the initial primary syndication thereof, but excluding any customary arrangement,

underwriting, structuring, commitment, or any fees or closing payments similar to any one of the

foregoing (regardless of whether such fees are paid to or shared in whole or in part with any lender);

providedthatwithrespecttoanyIndebtednessthatincludesa“BenchmarkRatefloor”or“ABR

floor,” (a)to the extent that the Benchmark Rate (with an Interest Period of threemonths) or ABR

(without giving effect to any floors in such definitions), as applicable, on the date that the Effective Yield

is being calculated is less than such floor, the amount of such difference shall be deemed added to the

interest rate margin for such Indebtedness for the purpose of calculating the Effective Yield and (b)to the

extent that the Benchmark Rate (with an Interest Period of threemonths) or ABR (without giving effect to

any floors in such definitions), as applicable, on the date that the Effective Yield is being calculated is

greater than such floor, then the floor shall be disregarded in calculating the Effective Yield.

“Environmental Claims” shall mean any and all actions, suits, orders, decrees, demand letters,

claims, notices of noncompliance or potential responsibility or violation, or proceedings pursuant to any

Environmental Law or pursuant to any permit issued, or any approval of any Governmental Authority

given, under any such Environmental Law (other than reports prepared by or on behalf of any Credit

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Party or any of its Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in

connection with a financing transaction or an acquisition or disposition of real estate) (hereinafter,

“Claims”), including, without limitation, (i)any and all Claims by Governmental Authorities for

enforcement, investigation,cleanup, removal, response, remedial, or other actions or damages pursuant to

any Environmental Law and (ii)any and all Claims by any third party seeking damages, contribution,

indemnification, cost recovery, compensation, or injunctive relief relating to the presence, Release or

threatened Release of Hazardous Materials or arising from alleged injury or threat of injury to human

health or safety (to the extent relating to human exposure to Hazardous Materials) or protection of the

environment including, without limitation, ambient air, indoor air, surface water, groundwater, soil, land

surface and subsurface strata, and natural resources such as wetlands, flora and fauna.

“Environmental Law” shall mean any applicable federal, state, foreign, or local statute, law,

rule, regulation, ordinance, code, and rule of common law now or hereafter in effect and in each case as

amended, and any legally binding judicial or administrative interpretation thereof, including any legally

binding judicialoradministrativeorder,consentdecree,orjudgment,relatingtopollutionorprotectionof

the environment, including, without limitation, ambient air, indoor air, surface water, groundwater, soil,

land surface and subsurface strata and natural resources such as flora, fauna, or wetlands, or protection of

human health or safety (to the extent relating to human exposure to Hazardous Materials) and including

those relating to the generation, storage, treatment, transport, Release, or threat of Release of Hazardous

Materials.

“Equity Interest” shall mean Capital Stock and all warrants, options, or other rights to acquire

Capital Stock, but excluding any debt security that isconvertible into, or exchangeable for, Capital Stock.

“Equity Investment” shall mean the new cash equity contributions made by the Sponsor and

certain other investors arranged by and/or designated by the Sponsor and certain of the Sponsor’s

Affiliates (including its Controlled Investment Affiliates and members of the Intermediate Holdings’

management) (collectively, the “Investors”), in Intermediate Holdings or a direct or indirect parent

thereof (which equity investment in the Intermediate Holdings or such direct or indirect parent shall be in

theformofcommonequityor,ifotherthancommonequity,willbeontermsreasonablyacceptabletothe

Administrative Agent and the Lenders) in an aggregate amount of at least 50% of the sum of (x) the

aggregate net proceeds of Term Loans and Revolving Credit Loans funded to the Borrower under the

Initial Term Loan Commitment and the Revolving Credit Facility, respectively, on the Closing Date (but

excluding the net proceeds of any Revolving Credit Loans funded to the Borrower on the Closing Date to

fund working capital needs or to backstop or cash collateralize existing letters of credit or incurred for

workingcapitalpurposes)and(y)theequitycapitalizationofHoldingsanditsSubsidiariesontheClosing

Date, in each case, after giving effect to the Transaction.

“Equity Offering” shall mean any public or private sale of common stock or preferred stock of

the Borrower or any direct or indirect parent company of the Borrower (excluding Disqualified Stock),

other than issuances to any Subsidiary of Intermediate Holdings.

“Equityholding Vehicle” shall mean any Parent Entity and any equity holder thereof through

whichformer,currentofficersorfuture officers,directors,employeesor managersoftheBorrowerorany

of its Subsidiaries or Parent Entities hold Capital Stock of such Parent Entity.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from

time to time.

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“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together

with any Credit Party, is treated as a single employer under Section414 (b) or (c) of the Code (and

Sections 414(m) and (o) of the Code solely for purposes of Section 412 of the Code).

“ERISA Event” shall mean (i)the existence with respect to any Plan of a Prohibited Transaction

with respect to a Plan which is not exempt under Section 408 of ERISA or otherwise; (ii)any Reportable

Event; (iii)the failure of any Credit Party or ERISA Affiliate to make by its due date a required

installment under Section430(j) of the Code with respect to any Pension Plan or any failure by any

PensionPlantosatisfytheminimumfundingstandards(withinthemeaningofSection412oftheCodeor

Section302 of ERISA) applicable to such Pension Plan, whether or not waived; (iv)a determination that

any Pension Plan is in “at risk” status (within the meaning of Section430 of the Code or Section303 of

ERISA); (v)the filing pursuant to Section412(c) of the Code or Section302(c) of ERISA of an

application for a waiver of the minimum funding standard with respect to any Pension Plan; (vi)the

termination of, or the appointment of a trustee to administer, any Pension Plan under Section4042 of

ERISA or the incurrence by any Credit Party or any of its ERISA Affiliates of any liability under Title IV

of ERISA with respect to the termination of any Pension Plan (other than for PBGC premiums due but

not delinquent under Section4007 of ERISA), including but not limited to the imposition of any Lien in

favor of the PBGC or any Pension Plan; (vii)the receipt by any Credit Party or any of its ERISA

Affiliates from the PBGC or a plan administrator of any notice to terminate any Pension Plan under

Section4041 of ERISA or to appoint a trustee to administer any Pension Plan under Section4042 of

ERISA; (viii)the failure by any Credit Party or any of its ERISA Affiliates to make any required

contribution to a Multiemployer Plan; (ix)the incurrence by any Credit Party or any of its ERISA

Affiliates of any liability with respect to the withdrawal from any Pension Plan subject to Section4063 of

ERISAduringaplanyearinwhichitwasa“substantialemployer”(withinthemeaningof

Section4001(a)(2)ofERISA),oracessationofoperationsthatistreatedassuchawithdrawalunder

Section4062(e) of ERISA, or the complete or partial withdrawal (within the meaning of Section4203 or

4205 of ERISA) from any Multiemployer Plan; (x)the receipt by any Credit Party or any of its ERISA

Affiliates of any notice concerning the imposition of Withdrawal Liability or a determination that a

Multiemployer Plan is, or is expected to be, Insolvent, in “endangered” or “critical” status (within the

meaning of Section432 of the Code or Section305 of ERISA), or terminated (within the meaning of

Section4041A of ERISA); or (xi)the failure by any Credit Party or any of its ERISA Affiliates to pay

when due (after expiration of any applicable grace period) any installment payment with respect to

Withdrawal Liability under Section 4201 of ERISA.

“ErroneousPayment”shallhavethemeaningprovidedinSection12.15(a).

“ErroneousPaymentDeficiencyAssignment”shallhavethemeaningprovidedin

Section 12.15(d)(i).

“ErroneousPaymentImpactedClass”shallhavethemeaningprovidedinSection12.15(d)(i).

“Erroneous Payment Return Deficiency” shall have the meaning provided in Section 12.15(d)(i).

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published

by the Loan Market Association (or any successor person), as in effect from time to time.

“EventofDefault”shallhavethemeaningprovidedinSection11.

“ExcessCashFlow”shallmean,foranyperiod,anamountequaltotheexcessof:

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(i) thesum,withoutduplication(ineachcase,forIntermediateHoldingsandtheRestricted

Subsidiaries on a consolidated basis), of:

(a)ConsolidatedNetIncomeforsuchperiod,

(b)an amount equal to the amount of all non-cash charges to the extent deducted in

arriving at such Consolidated Net Income and cash receipts to the extent excluded in arriving at

such Consolidated Net Income,

(c)anamountequaltotheaggregatenetnon-cashlossonassetsales byIntermediate

Holdings and the Restricted Subsidiaries during such period (other than asset sales in the ordinary

course of business) to the extent deducted in arriving at such Consolidated Net Income, and

(d)decreasesinConsolidatedWorkingCapitalforsuchperiod(otherthan (1)

reclassification of items from short term to long term or vice versa and (2) any suchdecreases

arising from acquisitions or asset sales by Intermediate Holdings and the Restricted Subsidiaries

completed during such period or the application of purchase accounting);

over(ii)thesum,withoutduplication,of:

(a)anamountequaltotheamountofallnon-cashcreditsincludedinarrivingatsuch

ConsolidatedNetIncome,cashchargestotheextentexcludedinarrivingatsuchConsolidated

NetIncome,andTransactionExpensestotheextentnotdeductedinarrivingatsuchConsolidated

Net Income and paid in cash during such period;

(b)without duplication of amounts deducted pursuant to clause(k)below in prior

periods, the amount of Capital Expenditures or acquisitions of Intellectual Property accrued or

made in cash during such period, except to the extent that such Capital Expenditures or

acquisitions were financed (directly or indirectly) with the proceeds of long-term Indebtedness of

Intermediate Holdings or the Restricted Subsidiaries (unless such Indebtedness has been repaid

other than with the proceeds of long-term indebtedness) other than intercompany loans or

Revolving Loans;

(c)the aggregate amount of all principal payments of Indebtedness of Intermediate

Holdings and the Restricted Subsidiaries (including (1)the principal component of payments in

respect of Capitalized Lease Obligations, (2)the amount of any scheduled repayment of Term

Loans pursuant to Section2.5, and (3)the amount of a mandatory prepayment of Term Loans

pursuant to Section5.2(a)to the extent required dueto an asset sale that resulted in an increase to

Consolidated Net Income and not in excess of the amount of such increase, but excluding (A)all

other prepayments of Term Loans and (B)all prepayments of Incremental Loans, Revolving

Loans (and any other revolving loans (unless there is an equivalent permanent reduction in

commitments thereunder)) made during such period, except to the extent financed with the

proceeds of other long-term Indebtedness (other than Revolving Loans) of Intermediate Holdings

or the Restricted Subsidiaries;

(d)an amount equal to the aggregate net non-cash gain on asset sales by

Intermediate Holdings and the Restricted Subsidiaries during such period (other than asset sales

in the ordinary course of business) to the extent included in arriving at such Consolidated Net

Income;

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(e)payments in cash by Intermediate Holdings and the Restricted Subsidiaries

duringsuchperiodinrespectofanypurchasepriceholdbacks,earn-outobligations,and

long-term liabilities of Intermediate Holdings and the Restricted Subsidiaries other than

Indebtedness, to the extent not already deducted from Consolidated Net Income;

(f)the aggregate amount of cash consideration paid by Intermediate Holdings and

the Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including

acquisitions, but excluding investments in cash or Cash Equivalents and Investments in any

Restricted Subsidiary) made during such period pursuant to Section10.6to the extent that such

Investments were not financed with the proceeds received from (1)the issuance or incurrence of

long-term Indebtedness (other than Revolving Loans or intercompany loans) or (2)the issuance

of Capital Stock;

(g)theamountofdividendspaidincashduringsuchperiod(onaconsolidatedbasis)

by Intermediate Holdings and the Restricted Subsidiaries, to the extent such dividends were not

financed with the proceeds received from (1)the issuance or incurrence of long-term

Indebtedness (other than Revolving Loans or intercompany loans) or (2)the issuance of Capital

Stock;

(h)the aggregate amount of expenditures actually made by Intermediate Holdings

andtheRestrictedSubsidiariesincashduringsuchperiod(includingexpendituresforthe

payment of financing fees and cash restructuring charges) to the extent that such expenditures are

not expensed during such period and are not deducted in calculating Consolidated Net Income;

(i)theaggregateamountofanypremium,make-whole,orpenaltypaymentsactually

paid in cash by Intermediate Holdings and the Restricted Subsidiaries during such period that are

madeinconnectionwithanyprepaymentofIndebtednesstotheextentthatsuchpaymentsarenot

deducted in calculating Consolidated Net Income;

(j)without duplication of amounts deducted from Excess Cash Flow in other

periods, (1)the aggregate consideration required to be paid in cash by Intermediate Holdings or

any of its Restricted Subsidiaries pursuant to binding contracts, commitments, letters of intent or

purchaseorders(the“ContractConsideration”)enteredintopriortoorduringsuchperiodand

(2)any planned cash expenditures by Intermediate Holdings or any of the Restricted Subsidiaries

(the “Planned Expenditures”), in the case of each of clauses(1)and (2), relating to Permitted

Acquisitions (or other Investments (includingin jointventures)),Capital Expenditures,Restricted

Payments, or acquisitions of Intellectual Property or other assets to be consummated or made

during the period of fourconsecutive fiscal quarters of Intermediate Holdings following the end

of such period (except to the extent financed with any of the proceeds received from (A)the

issuance or incurrence of long-term Indebtedness (other than Revolving Loans or intercompany

loans) or (B)the issuance of Equity Interests); providedthat, to the extent that the aggregate

amount of cash actually utilized to finance such Permitted Acquisitions (or other Investments),

Capital Expenditures, or acquisitions of Intellectual Property or other assets during such

following period of four consecutive fiscal quarters is lessthan the Contract Consideration and

Planned Expenditures, the amount of such shortfall shall be added to the calculation of Excess

Cash Flow, at the end of such period of four consecutive fiscal quarters;

(k)the amount of taxes (including penalties and interest) paid in cash or tax reserves

setasideorpayable(withoutduplication)in suchperiodplus without duplication ofthe foregoing

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amounts, the amount of Tax Distributions paid in cash pursuant to Section 10.5(s), and the

amount of withholding Taxes paid or reasonably estimated to be payable in connection with the

repatriation of income of any Foreign Subsidiary, in each case, to the extent they exceed the

amount of tax expense deducted in determining Consolidated Net Income for such period,

(l)cash expenditures in respect of Hedge Agreements during such period to the

extent not deducted in arriving at such Consolidated Net Income; and

(m)increases in Consolidated Working Capital for such period (other than (1)

reclassification of items from short term to long term or vice versa and (2) any such increases

arising from acquisitions or asset sales by Intermediate Holdings and the Restricted Subsidiaries

completed during such period or the application of purchase accounting).

“ExcludedProperty”shallhavethemeaningsetforthintheSecurityAgreement.

“Excluded Stock and Stock Equivalents” shallmean(i)anyCapitalStockorStockEquivalents

with respect to which, in the reasonable judgment of the Administrative Agent and Intermediate Holdings

(as agreed to in writing), the cost or other consequences of pledging such Capital Stock or Stock

Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of

the benefits to be obtained by the Lenders therefrom, (ii)solely in the case of any pledge of Capital Stock

and Stock Equivalents of any (a) CFC (except in the case of a Discretionary Foreign Guarantor) or (b)

CFC Holding Company (except in the case of a Discretionary Domestic Guarantor), (1) any Voting Stock

or Stock Equivalents of any class of such CFC or CFC Holding Company directly held by a Credit Party

in excess of 65% of the outstanding Voting Stock of such class and (2) any Voting Stock or Stock

Equivalents of any class of such CFC or CFC Holding Company not directly held by a Credit Party, (iii)

any Capital Stock or Stock Equivalents of any direct or indirect Subsidiary that is a direct or indirect

Subsidiary of a CFC or CFC Holding Company (in each case, except in the case of a Discretionary

Foreign Guarantor or Discretionary Domestic Guarantor), (iv)any Capital Stock or Stock Equivalents to

the extent the pledge thereof would violate any applicable Requirements of Law (including any legally

effective requirement to obtain the consent of any Governmental Authority unless such consent has been

obtained), (v)in the case of (A)any Capital Stock or Stock Equivalents of any Subsidiary to the extent

such Capital Stock or Stock Equivalents are subject to a Lien permitted by Section 10.2(d)or (B)any

Capital Stock or Stock Equivalents of any Subsidiary that is not a Wholly-Owned Subsidiary of Holdings

and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Capital Stock or Stock

Equivalents of each such Subsidiary described in clause(A)or (B)to the extent (I)that a pledge thereof

to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary

anti-assignmentprovisionswhichareineffectiveundertheUniformCommercialCodeorotherapplicable

law and other than proceeds thereof the assignment of which is expressly deemed effective under the

UniformCommercialCodeorotherapplicablelawnotwithstandingsuchprohibitionorrestriction),

(II)anyContractualRequirementprohibitssuchapledgewithouttheconsentofanyotherparty;provided

thatthisclause(II)shallnotapplyif(x)suchotherpartyisaCreditPartyorWholly-OwnedSubsidiaryor

(y)consenthasbeenobtainedtoconsummatesuchpledge(itbeingunderstoodthattheforegoingshallnot

be deemed to obligate Holdings or any Subsidiary to obtain any such consent) and for so long as such

Contractual Requirement or replacement or renewal thereof is in effect, or (III)a pledge thereof to secure

the Obligations would give any other party (other than a Credit Party or Wholly-Owned Subsidiary) to

any contract, agreement, instrument, or indenture governing such Capital Stock or Stock Equivalents the

right to terminate its obligations thereunder (other than customary anti-assignment provisions which are

ineffective under the Uniform Commercial Code or other applicable law and other than proceeds thereof

the assignment of which is expressly deemed effective under the Uniform Commercial Code or other

-39-

applicable law notwithstanding such prohibition or restriction), (vi)any Capital Stock or Stock

Equivalents of any Subsidiary to the extent that the pledge of such Capital Stock or Stock Equivalents

would result in materially adverse tax consequences to any Parent Guarantor, the Borrower or any

Subsidiary as reasonably determined by Intermediate Holdings in consultation with the Administrative

Agent,(vii)anyCapitalStockorStockEquivalentsthataremarginstock,and(viii)anyCapitalStockand

Stock Equivalents of any Subsidiary that is not a Material Subsidiary or is an Unrestricted Subsidiary, a

captive insurance Subsidiary, an SPV or any special purpose entity.

“Excluded Subsidiary” shall mean (i)each Subsidiary, in each case, for so long as any such

Subsidiary does not (on (x)a consolidated basis with its Restricted Subsidiaries, if determined on the

Closing Date by reference to the Historical Financial Statements or (y)a consolidated basis with its

Restricted Subsidiaries, if determined after the Closing Date by reference to the financial statements

delivered to the Administrative Agent pursuant to Sections9.1(a)and (b)) constitute a Material

Subsidiary, (ii)each Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary

would otherwise be required to become a Guarantor pursuant to the requirements of Section9.10(for so

long as such Subsidiary remains a non-Wholly-Owned Restricted Subsidiary), (iii)any direct or indirect

Subsidiary of Intermediate Holdings that is a CFC (except a Discretionary Foreign Guarantor) or CFC

Holding Company (except a Discretionary Domestic Guarantor), (iv)any direct or indirect Subsidiary of

a CFC (except a Discretionary Foreign Guarantor) or CFC Holding Company (except a Discretionary

Domestic Guarantor), (v)any Foreign Subsidiary (except a Discretionary Foreign Guarantor), (vi)each

Subsidiary that is prohibited by any applicable Contractual Requirement or Requirements of Law from

guaranteeing or granting Liens to secure the Obligations on the Closing Date (or, if later, the date it

becomesaRestrictedSubsidiaryand,inthecaseofacontractualobligation,notenteredintoin

contemplation thereof) (and for so long as such restriction or any replacement or renewal thereof is in

effect) or which would require governmental (including regulatory) consent, approval, license or

authorization to provide a Guarantee unless such consent, approval, license or authorization has been

received, (vii)each Subsidiary with respect to which, as reasonably determined by Holdings, the

consequence of providing a Guarantee of the Obligations would adversely affect the ability of any Parent

Guarantor,theBorrowerandtheirrespectiveSubsidiariestosatisfyapplicableRequirementsofLaw,

(viii)each Subsidiary with respect to which, as reasonably determined by Intermediate Holdings in

consultation with the Administrative Agent, providing such a Guarantee would result in material adverse

tax consequences, (ix)any other Subsidiary with respect to which the Administrative Agent and

Intermediate Holdings reasonably agree that the cost of providing a Guarantee of the Obligations shall be

excessive in relation to the value afforded therefrom, (x)each Unrestricted Subsidiary, (xi)each other

Restricted Subsidiary acquired pursuant to a Permitted Acquisition with pre-existing secured

Indebtedness permitted to be assumed hereunder, and each Restricted Subsidiary acquired in such

PermittedAcquisitionhereunderthatguaranteessuchIndebtedness,ineachcasetotheextentthat,andfor

so long as, the documentation relating to such Indebtedness to which such Subsidiary is a party prohibits

such Subsidiary from guaranteeing the Obligations and such prohibition was not created, and such

Indebtednesswasnotincurred,incontemplationofsuchPermittedAcquisition,(xii)eachSPV,

not-for-profit Subsidiary and captive insurance company and (xiii) in the case of any Swap Obligation,

any Subsidiary of Holdings that is not an “Eligible Contract Participant” as defined under the Commodity

Exchange Act.

“Excluded Swap Obligation” shall mean, with respect to any Credit Party, (a)any Swap

Obligation if, and to the extent that, all or a portion of the Obligations of such Credit Party of, or the grant

by such Credit Party of a security interest to secure, such Swap Obligation (or any Obligations thereof) is

orbecomesillegalorunlawfulundertheCommodityExchangeActoranyrule,regulation,ororderofthe

CommodityFuturesTradingCommission(ortheapplicationorofficialinterpretationofanythereof)or

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(b)any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as

specified in any agreement between the relevant Credit Parties and Hedge Bank applicable to such Swap

Obligation.If a Swap Obligation arises under a master agreement governing more than one swap, such

exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which

such Obligation or security interest is or becomes illegal or unlawful.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, or any

other recipient of any payment to be made by or on account of any obligation of any Credit Party

hereunder or under any other Credit Document, (i)Taxes imposed on or measured by its overall net

income (however denominated), branch profits and franchise (and similar) Taxes imposed on it, in each

case by a jurisdiction (including any political subdivision thereof) as a result of such recipient being

organized in, having its principal office in, or in the case of any Lender, having its applicable lending

office in, such jurisdiction, or as a result of any other present or former connection with such jurisdiction

(other than any such connection arising from such recipient having executed, delivered, become a party

to, performed its obligations under, received payments under, received or perfected a security interest

under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned

an interest in any Loan or Credit Document), (ii)any U.S. federal withholding Tax imposed on any

payment by or on account of any obligation of any Credit Party hereunder or under any Credit Document

that is required to be imposed on amounts payable to or for the account of a Lender pursuant to laws in

force at the time such Lender acquires an interest in any Credit Document (or designates a new lending

office), other than in the case of a Lender that is an assignee pursuant to a request by the Borrower under

Section13.7(or that designates a new lending office pursuant to a request by the Borrower), except to the

extentthatsuchLender(oritsassignor,ifany)wasentitled,immediatelypriortothedesignationofanew

lendingoffice(orassignment),toreceiveadditionalamountsfromtheCreditPartieswithrespecttosuch

withholdingTaxpursuanttoSection5.4,(iii)anyTaxesattributabletoarecipient’sfailuretocomply

with Section 5.4(e), or (iv) any withholding Tax imposed under FATCA.

“ExistingClass”shallmeananyExistingTermLoanClassandanyExistingRevolvingCredit

Class.

“ExistingCreditAgreements”shallhavethemeaningprovidedintherecitalstothis

Agreement.

“Existing Debt Facilities Refinancing” shall mean repayment, redemption and/or discharge in

full of all Indebtedness under the Existing Credit Agreements.

“ExistingRevolvingCreditClass”shallhavethemeaningprovidedinSection2.14(g)(ii).

“ExistingRevolvingCreditCommitment”shallhavethemeaningprovidedinSection

2.14(g)(ii).

“ExistingRevolvingCreditLoans”shallhavethemeaningprovidedinSection2.14(g)(ii).

“ExistingTermLoanClass”shallhavethemeaningprovidedinSection2.14(g)(i).

“ExpiringCreditCommitment”shallhavethemeaningprovidedinSection2.1(d).

“ExtendedRepaymentDate”shallhavethemeaningprovidedinSection2.5(d).

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“ExtendedRevolvingCreditCommitments”shallhavethemeaningprovidedinSection

2.14(g)(ii).

“ExtendedRevolvingCreditLoans”shallhavethemeaningprovidedinSection2.14(g)(ii).

“ExtendedRevolvingLoanMaturityDate”shallmeanthedateonwhichanytrancheof

Extended Revolving Credit Loans matures.

“ExtendedTermLoanRepaymentAmount”shallhavethemeaningprovidedin

Section 2.5(d).

“ExtendedTermLoans”shallhavethemeaningprovidedinSection2.14(g)(i).

“ExtendingLender”shallhavethemeaningprovidedinSection2.14(g)(iii).

“ExtensionAmendment”shallhavethemeaningprovidedinSection2.14(g)(iv).

“ExtensionDate”shallhavethemeaningprovidedinSection2.14(g)(v).

“ExtensionElection”shallhavethemeaningprovidedinSection2.14(g)(iii).

“ExtensionRequest”shallmeanaTermLoanExtensionRequest.

“Extension Series” shall mean all Extended Term Loans and Extended Revolving Credit

Commitments that are established pursuant to the same Extension Amendment (or any subsequent

ExtensionAmendmenttotheextentsuchExtensionAmendmentexpresslyprovidesthattheExtended

TermLoans orExtendedRevolvingCreditCommitments,asapplicable,providedforthereinareintended

tobeapartofanypreviouslyestablishedExtensionSeries)andthatprovideforthesameinterestmargins,

extension fees, and amortization schedule.

“Fair Market Value” shall mean with respect to any asset or group of assets on any date of

determination, the value of the consideration obtainable in a sale of such asset at such date of

determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and

arranged in an orderly manner over a reasonable period of time having regard to the nature and

characteristics of such asset, as determined in good faith by Intermediate Holdings or the applicable

Restricted Subsidiary.

“FATCA” shall mean Sections1471 through 1474 of the Code, as of the date of this Agreement

(oranyamendedorsuccessorversionthatissubstantivelycomparableandnotmateriallymoreonerousto

comply with), any current or future regulations or official interpretations thereof, any agreements entered

into pursuant to Section1471(b)(1) of the Code as of the date of this Agreement (or any amended or

successor version described above), any intergovernmental agreements implementing the foregoing, and

any laws, fiscal or regulatory legislation, rules, guidance notes and practices adopted pursuant to any

intergovernmental agreement, treaty or convention among Governmental Authorities entered into in

connection with the implementation of the foregoing.

“FCPA”shallhavethemeaningprovidedinSection8.10.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the per annum

rates on overnight federal funds transactions as published on the next succeeding Business Day by the

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Federal Reserve Bank of New York; providedthat (i)if such day is not a Business Day, the Federal

Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business

Day as so published on the next succeeding Business Day, and (ii)if no such rate is so published on such

next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate

charged to the Administrative Agent on such day on such transactions as determined by the

Administrative Agent; provided, further, that if the Federal Funds Effective Rate would otherwise be

negative, it shall be deemed to be 0% per annum.

“Fee Letter” shall mean that certain Fee Letter, dated as of November 8, 2024, among the

Merger Sub, the Joint Lead Arrangers and Bookrunners and the other Persons party thereto.

“Fees”shallmeanallamountspayablepursuantto,orreferredtoin,Section4.1.

“FinancialModel”shallmeanthefinancialmodeloftheBorrowerdeliveredtothe

Administrative Agent prior to November 8, 2024.

“FixedAmounts”shallhavethemeaningprovidedinSection1.12(a).

“FixedCharges”shallmean,withrespecttoanyPersonforanyperiod,thesumof:

(i)ConsolidatedInterestExpenseofsuchPersonanditsRestrictedSubsidiariesona

consolidated basis for such period,

(ii)all cash dividend payments (excluding items eliminated in consolidation) on any

series of preferred stock (including any Designated Preferred Stock) of such Person made during

such period, and

(iii)all cash dividend payments (excluding items eliminated in consolidation) on any

series of Disqualified Stock made during such period.

“Flood Insurance Laws” shall mean, collectively, (i) the National Flood Insurance Reform Act

of1994(whichcomprehensivelyrevisedtheNationalFloodInsuranceActof1968andtheFloodDisaster

Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood

Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the

Biggert-WatersFloodInsuranceReformActof2012asnoworhereafterineffectoranysuccessorstatute

thereto.

“Floor”shallmean0.75%perannum.

“ForeignSubsidiary”shallmeaneachSubsidiaryofHoldingsthatisnotaDomesticSubsidiary.

“ForeignSubsidiaryPrepaymentEvent”shallhavethemeaningprovidedinSection5.2(a)(iv).

“Forward-LookingInformation”shallhavethemeaningprovidedinSection8.8(a).

“Fronting Exposure”shallmean,atanytimethereisaDefaultingLender,(a)withrespecttothe

Letter of Credit Issuer, such Defaulting Lender’s Revolving Credit Commitment Percentage of the

outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s

participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with

thetermshereofand(b)withrespectto theSwinglineLender,suchDefaultingLender’sRevolvingCredit

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Commitment Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting

Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in

accordance with the terms hereof.

“FrontingFee”shallhavethemeaningprovidedinSection4.1(d).

“Fund” shall mean any Person (other than a natural Person) that is engaged or advises funds or

other investment vehicles that are engaged in making, purchasing, holding, or investing in commercial

loans and similar extensions of credit in the ordinary course.

“Funded Debt” shall mean all Indebtedness of Intermediate Holdings and the Restricted

Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures

within one year from such date that is renewable or extendable, at the option of Intermediate Holdings or

any Restricted Subsidiary, to a date more than one year from the date of its creation or arises under a

revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period

of more than one year from such date (including all amounts of such Funded Debt required to be paid or

prepaid within one year from the date of its creation), and, in the case of the Credit Parties, Indebtedness

in respect of the Loans.

“GAAP” shall mean generally accepted accounting principles in the United States, as in effect

fromtimetotime;provided,however,thatifIntermediateHoldingsnotifiestheAdministrativeAgentthat

Intermediate Holdings requests an amendment to any provision hereof to eliminate the effect of any

change occurring after the Closing Date in GAAP or in the application thereof on the operation of such

provision, regardless of whether any such notice is given before or after such change in GAAP or in the

application thereof, then such provisionshall be interpreted on the basis of GAAP as in effect and applied

immediately before such change shall have become effective until such notice shall have been withdrawn

orsuchprovisionamendedinaccordanceherewith.  Furthermore,atanytimeaftertheClosingDate,

Intermediate Holdings may elect to apply International Financial Reporting Standards (“IFRS”)

accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP and

GAAP concepts shall thereafter be construed to refer to IFRS and corresponding IFRS concepts (except

as otherwise provided in this Agreement); providedany such election, once made, shall be irrevocable;

provided, further, that any calculation or determination in this Agreement that requires the application of

GAAP for periods that include fiscal quarters ended prior to Intermediate Holdings’ election to apply

IFRS shall remain as previously calculated or determined in accordance with GAAP.Notwithstanding

any other provision contained herein, the amount of any Indebtedness under GAAP with respect to

Capitalized Lease Obligations shall be determined in accordance with the definition of Capitalized Lease

Obligations.

“Governmental Authority” shall mean any nation, sovereign, or government, any state,

province, territory, or other political subdivision thereof, and any entity or authority exercising executive,

legislative, judicial, taxing, regulatory, or administrative functions of or pertaining to government,

including a central bank or stock exchange (including any supranational body exercising such powers or

functions, such as the European Union or the European Central Bank).

“GrantingLender”shallhavethemeaningprovidedinSection13.6(g).

“Guarantee” shall mean (i)the Guarantee made by Holdings and each other Guarantor in favor

oftheCollateralAgentforthebenefitoftheSecuredParties,substantiallyintheformofExhibitB,and

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(ii)any other guarantee of the Obligations made by a Restricted Subsidiary in form and substance

reasonably acceptable to the Administrative Agent.

“guarantee obligations” shall mean, as to any Person, any obligation of such Person

guaranteeing or intended to guarantee any Indebtedness of any primary obligor in any manner, whether

directly or indirectly, including any obligation of such Person, whether or not contingent, (i)to purchase

any such Indebtedness or any property constituting direct or indirect security therefor, (ii)to advance or

supply funds (a)for the purchase or payment of any such Indebtedness or (b)to maintain working capital

or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary

obligor, (iii)to purchase property, securities, or services primarily for the purpose of assuring the owner

ofanysuchIndebtednessoftheabilityoftheprimaryobligortomakepaymentofsuchIndebtedness,or

(iv) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect thereof;

provided, however, that the term guarantee obligations shall not include endorsements of instruments for

deposit or collection in the ordinary course of business or customary and reasonable indemnity

obligations or product warranties in effect on the Closing Date or entered into in connection with any

acquisition or disposition of assets permitted under this Agreement (other than such obligations with

respect to Indebtedness).The amount of any guaranteed obligation shall be deemed to be an amount

equal to the stated or determinable amount of the Indebtedness in respect of which such guaranteed

obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in

respect thereof (assuming such Person is required toperform thereunder) as determined by such Person in

good faith.

“Guarantors” shall mean (i) each Subsidiary of Holdings (other than the Borrower with respect

to its Obligations only) that is party to the Guarantee on the Closing Date, (ii) each Subsidiary of

Holdings that becomes a party to the Guarantee after the Closing Date pursuant to Section 9.10 or

otherwise, and (iii) Holdings; provided that in no event shall any Excluded Subsidiary be required to be a

Guarantor (unless such Subsidiary is no longer an Excluded Subsidiary). For the avoidance of doubt,

Intermediate Holdings, in its sole discretion, may cause any Restricted Subsidiary that is not a Guarantor

toGuaranteetheObligationsbycausingsuchRestrictedSubsidiarytoexecuteanddelivertothe

Administrative Agent a supplement to the Guarantee, and any Restricted Subsidiary shall thereafter be a

Guarantor and a Credit Party hereunder for all purposes and shall comply with the requirements of

Section 9.13 (any such Restricted Subsidiary organized in any State of the United States of America or

the District of Columbia, a “Discretionary Domestic Guarantor”); providedthat with respect to any

Restricted Subsidiary that is a Foreign Subsidiary (a “Discretionary Foreign Guarantor”), the

jurisdiction of such Subsidiary shall be reasonably satisfactory to the Administrative Agent; it being

understoodandagreedthatCanada,assuchjurisdictionexistswithoutgivingeffecttoanyChangeinLaw

which may occur after the Closing Date, shall be deemed reasonably satisfactory to the Administrative

Agent; providedfurtherthat, if the Administrative Agent reasonably determines that such subsidiary is

organized under the laws of a jurisdiction where (i) the amount and enforceability of the contemplated

guarantee that may be entered into by a person organized in the relevant jurisdiction is materially and

adversely limited by applicable law or contractual limitations, (ii) the security interests (and the

enforceability thereof) that may be granted with respect to assets (or various classes of assets) located in

the relevant jurisdiction is materially and adversely limited by applicable law or (iii) there is any

reasonably identifiable and material adverse political risk to the Lenders or the Administrative Agent

associated with such jurisdiction), such shall be deemed a reasonable basis for not permitting such

Restricted Subsidiary to become a Guarantor.

“Hazardous Materials” shall mean (i)any petroleum or petroleum byproducts, radioactive

materials, asbestos, polychlorinated biphenyls, and radon gas; (ii)any chemicals, materials, wastes, or

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substances defined as or included in the definition of “hazardous substances,” “hazardous waste,”

“hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” “toxic substances,”

“toxic pollutants,” “contaminants,” or “pollutants,” or words of similar meaning and regulatory effect,

under any Environmental Law; and (iii)any other chemical, material, waste, or substance, which is

prohibited or regulated due to its dangerous or deleterious properties or characteristics, by any

Environmental Law.

“Hedge Agreements” shall mean (i)any and all rate swap transactions, basis swaps, credit

derivative transactions, forward rate transactions, commodity swaps, commodity options, forward

commodity contracts, equity or equity index swaps or options, bond or bondprice or bond index swaps or

options or forward bond or forward bond price or forward bond index transactions, interest rate options,

forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency

swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other

similartransactionsoranycombinationofanyoftheforegoing(includinganyoptionstoenterintoanyof

the foregoing), whether or not any such transaction is governed by or subject to any master agreement,

and (ii)any and all transactions of any kind, and the related confirmations, which are subject to the terms

and conditions of, or governed by, any form of master agreement published by the International Swaps

and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other

master agreement (any such master agreement, together with any related schedules, a “Master

Agreement”), including any such obligations or liabilities under any Master Agreement.

“Hedge Bank” shall mean (i)(a)any Person that, at the time it enters into a Hedge Agreement

with Holdings, Intermediate Holdings, the Borrower or any Restricted Subsidiary, is a Lender, an Agent

or an Affiliate of a Lender or an Agent and (b)with respect to any Hedge Agreement entered into prior to

the Closing Date, any Person that is a Lender or an Agent or an Affiliate of a Lender or an Agent on the

Closing Date and (ii)any other Person that is designated by Intermediate Holdings as a “Hedge Bank” by

written notice to the Administrative Agent substantially in the form of ExhibitL-1or such other form

reasonably acceptable to the Administrative Agent and Intermediate Holdings.

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

under any Hedge Agreements.

“Historical Audited Financial Statements” shall have the meaning given to such term in the

definition of “Historical Financial Statements”.

“Historical Interim Financial Statements” shall have the meaning given to such term in the

definition of “Historical Financial Statements”.

“Historical Financial Statements” shall mean (a) the audited consolidated balance sheets of the

Company and its Subsidiaries as of December 31, 2023 and December 31, 2022 and the related

consolidatedstatementsofincomeandcashflowsfortheyearended2023andfortheperiodfromAugust

9, 2022 to December 31, 2022 (the financial statements referred to in this clause (a), the “Historical

Audited Financial Statements”) and (b) the unaudited consolidated balance sheet of the Company and

its Subsidiaries as of August 31, 2024 and the related unaudited consolidated statements of income of the

Company and its Subsidiaries for the eight months period then ended and (the financial statements

referred to in this clause (b), the “Historical Interim Financial Statements”).

“HMT”shallhavethemeaningprovidedinthedefinitionoftheterm“Sanctions”.

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

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“ICC” shall have the meaning given to such term in the definition of “UCP”.

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

“Immediate Family Members” shall mean, with respect to any individual, such individual’s

child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former

spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law

(including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the

only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is

controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is

the donor.

“ImpactedLoans”shallhavethemeaningprovidedinSection2.10(a).

“Increased Amount Date” shall mean, with respect to any New Loan Commitments, the date on

which such New Loan Commitments shall be effective.

“IncrementalLoans”shallhavethemeaningprovidedinSection2.14(c).

“IncrementalRevolvingCreditCommitments”shallhavethemeaningprovidedinSection

2.14(a).

“IncrementalRevolvingCreditLoan”shallhavethemeaningprovidedinSection2.14(b).

“Incremental Revolving Credit Maturity Date” shall mean the date on which any tranche of

Revolving Credit Loans made pursuant to the Lenders’ Incremental Revolving Credit Commitments

matures.

“IncrementalRevolvingLoanLender”shallhavethemeaningprovidedinSection2.14(b).

“incur”and“incurrence”shallhavethemeaningsprovidedinSection10.1.

“IncurrenceBasedAmounts”shallhavethemeaningprovidedinSection1.12(a).

“Indebtedness” shall mean, with respect to any Person, (i)any indebtedness (including principal

and premium) of such Person, whether or not contingent (a)in respect of borrowed money, (b)evidenced

bybonds,notes,debentures,orsimilarinstrumentsorlettersofcreditorbankers’acceptances(or,without

double counting, reimbursement agreements in respect thereof), (c)representing the balance deferred and

unpaid  of  the  purchase  price  of  any  property  (including  Capitalized  Lease  Obligations),  or

(d)representing any Hedging Obligations, if and to the extent that any of the foregoing Indebtedness

(other than letters of credit and Hedging Obligations) would appear as a net liability upon a balance sheet

(excluding the footnotes thereto) of such Person prepared in accordance with GAAP; providedthat

Indebtedness of any direct or indirect parent company appearing upon the balance sheet of Intermediate

Holdings solely by reason of push down accounting under GAAP (other than in respect of any IPO

Reorganization Transaction) shall be excluded, (ii)tothe extent not otherwise included, any obligation by

such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type

referred to inclause(i)of another Person (whetherornot such items would appear upon the balance sheet

of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the

ordinary course of business, (iii) to the extent not otherwise included, all obligations of such Person in

respect of Disqualified Stock and (iv)to the extent not otherwise included, the obligations of the type

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referred to in clause(i)of another Person secured by a Lien on any asset owned by such Person, whether

or not such Indebtedness is assumed by such Person; providedthat, notwithstanding the foregoing,

Indebtednessshall be deemed not to include (1)Contingent Obligations incurredin theordinary course of

business, (2)prepaid or deferred revenue arising in the ordinary course of business, (3)purchase price

holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an

asset to satisfy warrants or other unperformed obligations of the seller of such asset, (4)any balance that

constitutes a trade payable or similar obligation to a trade creditor, accrued in the ordinary course of

business, (5)any earn-out obligation until such obligation, within 60 days of becoming due and payable,

has not been paid and such obligation is reflected as a liability on the balance sheet of such Person in

accordance with GAAP, (6)any obligations attributable to the exercise of appraisal rights and the

settlementofanyclaimsoractions(whetheractual,contingentorpotential)withrespectthereto,

(7)accrued expenses and royalties or (8)asset retirement obligations and obligations in respect of

workers’ compensation (including pensions and retiree medical care) that are not overdue by more than

60 days.The amount of Indebtedness of any Person for purposes of clause(iii)above shall (unless such

Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (x)the aggregate

unpaidamountofsuchIndebtednessand(y)theFairMarketValueofthepropertyencumberedtherebyas

determined by such Person in good faith.For all purposes hereof, the Indebtedness of Intermediate

Holdings and the other Restricted Subsidiaries shall exclude all intercompany Indebtedness arising from

cash management, tax and/or accounting operations made in the ordinary course of business or consistent

with past practice.

“IndemnifiedLiabilities”shallhavethemeaningprovidedinSection13.5(a).

“IndemnifiedPerson”shallhavethemeaningprovidedinSection13.5(a).

“Indemnified Taxes” shall mean (a) all Taxes imposed on or with respect to any payment made

by or on account of any obligation of any Credit Party under any Credit Document, other than Excluded

Taxes and (b) to the extent not otherwise described in (a), Other Taxes.

“Initial Revolving Credit Commitments” shall have the meaning provided in the definition of

the term “Revolving Credit Commitment”.

“InitialTermLoan”shallhavethemeaningprovidedinSection2.1(a).

“Initial Term Loan Commitment”shallmean,inthecaseofeachLenderthatisaLenderonthe

Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(a)as such Lender’s

Initial Term Loan Commitment.The aggregate amount of the Initial Term Loan Commitments as of the

Closing Date is $200,000,000.

“Initial Term Loan Lender” shall mean a Lender with an Initial Term Loan Commitment or an

outstanding Initial Term Loan.

“InitialTermLoanRepaymentDate”shallhavethemeaningprovidedinSection2.5(b).

“Inside Maturity Debt Exclusion” shall mean (x) any customary bridge facility, so long as the

long-term debt into which any such customary bridge facility is to be converted satisfies any otherwise

applicable limitations on maturity and weighted average life or (y) Indebtedness subject to escrow

arrangements, subject to customary conditions to release (or no conditions) over Indebtedness that

satisfies any otherwise applicable limitations on maturity and weighted average life.

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“Insolvent” shall mean, with respect to any Multiemployer Plan, the condition that such

Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA.

“Intellectual Property” shall mean all intellectual property rights, including all (i)(a)patents,

inventions, designs, processes, developments, technology, and know-how; (b)copyrights and works of

authorship in any media, including graphics, advertising materials, labels, package designs, and

photographs; (c)trademarks, service marks, trade names, brand names, corporate names, Internet domain

names, logos, trade dress, and other source indicators, and the goodwill of any business symbolized

thereby; (d)trade secrets; and (ii)all registrations, issuances, applications, renewals, extensions,

substitutions, continuations, continuations-in-part, divisionals, re-issues, re-examinations, or similar legal

protections related to the foregoing.

“Interest Period” shall mean, with respect to any Loan, the interest period applicable thereto, as

determined pursuant to Section 2.9.

“InterestRateDeterminationDate”shallhavethemeaningsetforthinthedefinitionofTerm

SOFR.

“Inventory” shall mean all of the “inventory” (as such term is defined in the UCC) of

Intermediate Holdings and its Subsidiaries, including, but not limited to, all merchandise, raw materials,

parts, supplies, work in process and finished goods intended for sale, together with all the containers,

packing, packaging, shipping and similar materials related thereto, and including such inventory as is

temporarily out of Intermediate Holdings’ or such Subsidiary’s custody or possession, including

inventory on the premises of others and items in transit.

“Investment” shall mean, with respect to any Person, all investments by such Person in other

Persons (including Affiliates) in the form of loans (including guarantees), advances, or capital

contributions(excludingaccountsreceivable,tradecredit,advancestocustomers,commission,travel,and

similaradvancestoofficersandemployees,ineachcasemadeintheordinarycourseofbusiness),

purchases or other acquisitions for consideration of Indebtedness, Equity Interests, or other securities

issued by any other Person and investments that are required by GAAP to be classified on the

consolidated balance sheet (excluding the footnotes) of Intermediate Holdings in the same manner as the

other investments included in this definition to the extent such transactions involve the transfer of cash or

other property; providedthat Investments shall not include, in the case of Intermediate Holdings and the

other Restricted Subsidiaries, intercompany loans (including guarantees), advances, or Indebtedness

arising from cash management, tax and/or accounting operations made in the ordinary course of business

or consistent with past practice.

ForpurposesofthedefinitionofUnrestrictedSubsidiaryandSection10.6,

(i)Investments shall include the portion (proportionate to Intermediate Holdings’

equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of

Intermediate Holdings at the time that such Subsidiary is designated an Unrestricted Subsidiary;

providedthat upon a redesignation of such Subsidiary as a Restricted Subsidiary, Intermediate

Holdings shall be deemed to continue to have a permanent Investment in an Unrestricted

Subsidiary in an amount (if positive) equal to (a)Intermediate Holdings’ Investment in such

Subsidiary at the time of such redesignation less (b)the portion (proportionate to Intermediate

Holdings’ equity interest in such Subsidiary) of the Fair Market Value of the net assets of such

Subsidiary at the time of such redesignation; and

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(ii)any property transferred to or from an Unrestricted Subsidiary shall be valued at

its Fair Market Value at the time of such transfer.

The amount of any Investment outstanding at any time shall be the original cost of such

Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment, or other

amount received by Intermediate Holdings or a Restricted Subsidiary in respect of such Investment

(providedthat, with respect to amounts received other than in the form of Cash Equivalents, such amount

shall be equal to the Fair Market Value of such consideration).

“Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent)

by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other rating agency.

“InvestmentGradeSecurities”shallmean:

(i)securities issued or directly and fully guaranteed or insured by the United States

government or any agency or instrumentality thereof (other than Cash Equivalents),

(ii)debt securities or debt instruments with an Investment Grade Rating, but

excluding any debt securities or instruments constituting loans or advances among Intermediate

Holdings and its Subsidiaries,

(iii)investments in any fund that invest at least 90% in investments of the type

described in clauses(i)and (ii)which fund may also hold immaterial amounts of cash pending

investment or distribution, and

(iv)corresponding instruments in countries other than the United States customarily

utilized for high-quality investments.

“Investor”shallhavethemeaningprovidedinthedefinitionoftheterm“EquityInvestment”.

“IPO” shall mean (a) the initial underwritten public offering (other than a public offering

pursuant to a registration statement on Form S-8) of common equity interests in Holdings, Intermediate

Holdings, the Borrower, any Parent Entity or any IPO Listco, (b) any transaction or series of transactions

that results in any common equity interests of Holdings, Intermediate Holdings, the Borrower, any Parent

Entity or any IPO Listco that Holdings will distribute to its direct or indirect parent in connection with an

IPO (an “IPO Entity”) being publicly-traded on any United States national securities exchange or over

the counter market, or any analogous exchange or market in Canada, Ireland, the United Kingdom or any

country of the European Union or (c) the acquisition, purchase, merger or combination of Holdings,

Intermediate Holdings, the Borrower or any Parent Entity, by, or with, a publicly-traded special

acquisition company.

“IPOEntity”shallhavethemeaningsetforthinthedefinitionof“IPO”.

“IPO Listco” shall mean a wholly-owned subsidiary of Holdings formed in contemplation of an

IPO to become the IPO Entity; providedthat Holdings shall, promptly following its formation, notify the

Administrative Agent of the formation of any IPO Listco.

“IPO Reorganization Transactions” shall mean, collectively, the transactions taken in

connection with and reasonably related to consummating an IPO, including (a)formation and ownership

of IPO Shell Companies, (b)entry into, and performance of, (i)a reorganization agreement among any of

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Holdings, its Subsidiaries and/or IPO Shell Companies implementing IPO Reorganization Transactions

and other reorganization transactions in connection with an IPO and (ii)customary underwriting

agreements in connection with an IPO and any future follow-on underwritten public offerings of common

Equity Interests in the IPO Entity, including the provision by IPO Entity and Holdings of customary

representations, warranties, covenants and indemnification to the underwriters thereunder, (c)the merger

of one or more IPO Subsidiaries with one or more direct or indirect holders of Equity Interests in

Holdings with the surviving entity in any such merger holding Equity Interests in Holdings, and the

merger of such entities with any IPO Shell Company or IPO Subsidiary, (d)the issuance of Equity

Interests of IPO Shell Companies to holders of Equity Interests of Holdings in connection with any IPO

Reorganization Transactions, (e)the entry into an exchange agreement, pursuant to which holders of

Equity Interests of Holdings will be permitted to exchange such interests for certain economic/voting

Equity Interests in IPO Listco, and (f)the entry into, and performance of, any tax receivables agreements

by any IPO Shell Company or IPO Subsidiary, in each case of clauses(a)through (f), so long as after

giving Pro Forma Effect to any IPO Reorganization Transactions, the security interests of the Lenders in

the Collateral and the Guarantees of the Obligations, taken as a whole, would not be materially impaired.

“IPOShellCompany”shallmeaneachofIPOListcoandIPOSubsidiary.

“IPO Subsidiary” shall mean a wholly-owned subsidiary of IPO Listco formed in contemplation

of, and to facilitate, IPO Reorganization Transactions and an IPO.Holdings shall, promptly following its

formation, notify the Administrative Agent of the formation of an IPO Subsidiary.

“ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices

1998”as published by theInstitute ofInternational Banking Law & Practice (or such later version thereof

as may be in effect at the time of issuance).

“Issuer Documents” shall mean, with respect to any Letter of Credit, the Letter of Credit

Request and any other document, agreement, and instrument entered into by the Letter of Credit Issuer

and the Borrower (or any other Restricted Subsidiary or any Parent Guarantor) or in favor of the Letter of

Credit Issuer and relating to such Letter of Credit.

“Joinder Agreement” shall mean an agreement substantially in the form of ExhibitA, which

may include additional provisions to ensure fungibility of the Loans and to provide for mechanics for

borrowings in currencies other than Dollars.

“JointLeadArrangersandBookrunners”shallmeanMidCapandMonroe.

“judgment currency” shall have the meaning provided in Section 13.19.

“Junior Debt” shall mean any Indebtedness for borrowed money (other than any permitted

intercompany Indebtedness owing to Intermediate Holdings or any Restricted Subsidiary) that is

Subordinated Indebtedness, junior lien secured Indebtedness or unsecured Indebtedness.

“Latest Term Loan Maturity Date”shallmean,atanydateofdetermination,thelatestmaturity

or expiration date applicable to any Term Loan hereunder at such time, including the latest maturity or

expiration date of any New Term Loan or any Extended Term Loan, in each case as extended in

accordance with this Agreement from time to time.

“L/C Borrowing” shall mean an extension of credit resulting from a drawing under any Letter of

Credit which has not been reimbursed on the date when made or refinanced as a Borrowing.

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“L/C Facility Maturity Date” shall mean the date that is five Business Days prior to the

Revolving Credit Maturity Date; providedthat the L/C Facility Maturity Date may be extended beyond

such date with the consent of the applicable Letter of Credit Issuer.

“L/C Obligations”shallmean,asatanydateofdetermination,theaggregateamountavailableto

be drawn under all outstanding Letters of Credit plus the aggregate of all Unpaid Drawings, including all

L/C Borrowings.For all purposes of this Agreement, if on any date of determination, a Letter of Credit

hasexpiredbyitstermsbutanyamountmaystillbedrawnthereunderbyreasonoftheoperationofRule

3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be

“outstanding” in the amount so remaining available to be drawn.Unless otherwise specified herein, the

amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit

in effect at such time.

“L/CParticipant”shallhavethemeaningprovidedinSection3.3(a).

“L/CParticipation”shallhavethemeaningprovidedinSection3.3(a).

“L/CSublimit”shallmean$20,000,000.

“LCTElection”shallhavethemeaningprovidedinSection1.12(c).

“LCTTestDate”shallhavethemeaningprovidedinSection1.12(c).

“Lender” or “Lenders” shall have the meanings provided in the preamble to this Agreement.

“LenderDefault”shallmean(i)therefusalorfailureofanyLendertomakeavailableitsportion

of any incurrence of Loans, which refusal or failure is not cured within one Business Days after the date

of such refusal or failure, unless such Lender notifies the Administrative Agent in writing that such

refusal or failure is the result of such Lender’s good faith determination that one or more conditions

precedenttofunding(eachofwhichconditionsprecedent,togetherwithanyapplicabledefault,shallbe

specifically identified in writing) has not been satisfied, (ii)the failure of any Lender to pay over to the

Administrative Agent or any other Lender any other amount required to be paid by it hereunder within

one Business Day of the date when due, unless the subject of a good faith dispute, (iii)a Lender has

notified, in writing, the Borrower or the Administrative Agent that it does not intend to comply with its

funding obligations under this Agreement or has made a public statement to that effect with respect to its

funding obligations under this Agreement, or a Lender has publicly announced that it does not intend to

comply with its funding obligations under other loan agreements, credit agreements or similar facilities

generally, (iv)a Lender has failed to confirm in a manner reasonably satisfactory to the Administrative

Agent that it will comply with its funding obligations under this Agreement (v)a Distressed Person has

admitted in writing that it is insolvent or such Distressed Person becomes subject to a Lender-Related

Distress Event or (vi) a Lender has become the subject of a Bail-In Action; providedthat no Lender

Default shall occur solely by virtue of the ownership or acquisition of any Equity Interest in that Lender

or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership

interest does not resultinor provide such Lender with immunity from the jurisdictionof courts withinthe

United States or from the enforcement of judgments or writs of attachment on its assets or permit such

Lender(orsuchGovernmentalAuthorityorinstrumentality)toreject,repudiate,disavowordisaffirmany

contracts or agreements made with such Lender.

“Lender-Related Distress Event” shall mean, with respect to any Lender or any other Person

that directly or indirectly controls such Lender (each, a “Distressed Person”), other than via an

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Undisclosed Administration, a voluntary or involuntary case with respect to such Distressed Person under

any debt relief law, or a custodian, conservator, receiver, or similar official is appointed for such

Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person, or

any Person that directly or indirectly controls such Distressed Person or is subject to a forced liquidation

or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise

adjudicated as, or determined by any Governmental Authority having regulatory authority over such

Distressed Person or its assets to be, insolvent or bankrupt;providedthat a Lender-Related Distress Event

shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity

interests in any Lender or any Person that directly or indirectly controls such Lender by a Governmental

Authority or an instrumentality thereof so long as such ownership interest does not result in or provide

such Lender with immunity from the jurisdiction of courts within the United States or from the

enforcement of judgments or writs of attachment on its assets or permit such Lender (or such

Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made

with such Lender.

“Letter of Credit” shall mean each letter of credit issued pursuant to Section 3.1or renewed,

extended or amended hereunder.

“Letter of Credit Commitment” shall mean, with respect to each Letter of Credit Issuer, such

Letter of Credit Issuer’s pro rata share of the L/C Sublimit (calculated based on such Letter of Credit

Issuer’s (or, in the case of a Letter of Credit Issuer that is a Support Agreement Bank, MidCap’s) pro rata

share of the Revolving Credit Commitments), as may be reduced from time to time pursuant to Section

3.1.

“Letter of Credit Expiration Date” shall mean the day that is five Business Days prior to the

scheduled Maturity Date then in effect for the Revolving Credit Facility.

“Letter of Credit Exposure” shall mean, with respect to any Lender, at any time, the sum of (i)

the amount of the principal amount of any Unpaid Drawings in respect of which such Lender has made

(orisrequiredtohavemade)paymentstotheLetterofCreditIssuerpursuanttoSection3.4(a)atsuch

time and (ii) such Lender’s Revolving Credit Commitment Percentage of the Letters of Credit

Outstanding at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of

which the Lenders have made (or are required to have made) payments to the Letter of Credit Issuer

pursuant to Section 3.4(a)).

“LetterofCreditFee”shallhavethemeaningprovidedinSection4.1(b).

“Letter of Credit Issuer” shall mean any Revolving Lender that agrees to act in such capacity

that procures through one or more banks, trust companies or other Persons, in each case (a) expressly

identified by the Administrative Agent or such other Revolving Lender from time to time and (b)

approved by the Borrower for purposes of issuing one or more Letters of Credit hereunder pursuant to LC

SupportAgreements(suchbanks,trustcompaniesorotherPerson,each,a“Support Agreement Bank”).

In the event that there is more than one Letter of Credit Issuer at any time, references herein and in the

other Credit Documents to the Letter of Credit Issuer shall be deemed to refer to the Letter of Credit

IssuerinrespectoftheapplicableLetterofCreditortoallLetterofCreditIssuers,asthecontextrequires.

“Letter of Credit Request”shallmeananoticeexecutedanddeliveredbytheBorrowerpursuant

to Section 3.2, and substantially in a form which is acceptable to the Letter of Credit Issuer in its

reasonable discretion.

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“Letters of Credit Outstanding” shall mean, at any time the sum of, without duplication, (i) the

aggregate Stated Amount of all outstanding Letters of Credit and (ii) the aggregate amount of the

principal amount of all Unpaid Drawings at such time.

“Lien” shall mean, with respect to any asset, any mortgage, lien, pledge, hypothecation, charge,

security interest, preference, priority, or encumbrance of any kind in respect of such asset, whether or not

filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title

retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a

security interest in, and any filing of, or agreement to, give any financing statement under the Uniform

Commercial Code (or equivalent statutes) of any jurisdiction; providedthat in no event shall an operating

lease or a license, sub-license or cross-license to Intellectual Property be deemed to constitute a Lien.

“Limited Condition Transaction” shall mean (i) any Permitted Acquisition by Intermediate

Holdings or one or more of its Restricted Subsidiaries whose consummation is not conditioned on the

availability of, or on obtaining, third party financing or (ii) any redemption, repurchase, satisfaction and

discharge or repayment of Indebtedness requiring irrevocable notice in advance thereof.

“Loan” shall mean any Revolving Loan, Swingline Loan, Term Loan or any other loan made by

any Lender pursuant to this Agreement.

“Market Capitalization” shall mean an amount equal to (i) the total number of issued and

outstanding shares of Equity Interests of the Borrower (or any successor entity) or any direct or indirect

parent of the Borrower on the date of the declaration or making of the relevant Restricted Payment

multiplied by (ii) the arithmetic mean of the closing prices per share of such Equity Interests for the 30

consecutive trading days immediately preceding the date of declaration or making of such Restricted

Payment.

“Management Investors” shall mean the former, current or future officers, directors, employees

and managers (and Controlled Investment Affiliates and Immediate Family Members of the foregoing) of

Holdings,anyRestrictedSubsidiaryoranyParentEntitywhoareorbecomedirectorindirectinvestorsin

Holdings,anyParentEntityoranyEquityholdingVehicle,includinganysuchofficers,directors,

employees and managers owning through an Equityholding Vehicle.

“MandatoryBorrowing”shallhavethemeaningprovidedinSection2.1(b).

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

Agreements”.

“Material Adverse Effect” shall mean (i) on the Closing Date, a Company Group Material

Adverse Effect (as defined in the Acquisition Agreement) and (ii) after the Closing Date, a circumstance

or condition affecting the business, assets, operations, properties, or financial condition of Intermediate

Holdings and its Subsidiaries, taken as a whole, that would, individually or in the aggregate, materially

adversely affect (i)the ability of the Borrower and the other Credit Parties, taken as a whole, to perform

their payment obligations under this Agreement or any of the other Credit Documents or (ii)the rights

and remedies of the Administrative Agent and the Lenders under the Credit Documents.

“Material Intellectual Property” shall mean Intellectual Property that is owned by and used in

the business of the Borrower or any Guarantor, the loss of which would reasonably be expected to result

in a material adverse effect on the business of the Borrower and the Guarantors, taken as a whole, in each

case.

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“MaterialSubsidiary”shallmean,atanydateofdetermination,eachRestrictedSubsidiary

(i) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal

period for which Section9.1 Financials have been delivered were equal to or greater than 5.00% of the

ConsolidatedTotalAssetsofIntermediateHoldingsandtheRestrictedSubsidiariesatsuchdateor

(ii) whose revenues during such Test Period were equal to or greater than 5.00% of the consolidated

revenues of Intermediate Holdings and the Restricted Subsidiaries for such period, in each case

determined in accordance with GAAP; providedthat if, at any time and from time to time after the

Closing Date, Restricted Subsidiaries that are not Material Subsidiaries (other than Subsidiaries that are

Excluded Subsidiaries by virtue of any of clauses(ii)through (xiii)of the definition of “Excluded

Subsidiary”) have, in the aggregate, (a)total assets at the last day of such Test Period equal to or greater

than 10.00% of the Consolidated Total Assets of Intermediate Holdings and the Restricted Subsidiaries at

such date or (b)revenues during such Test Period equal to or greater than 10.00% of the consolidated

revenues of Intermediate Holdings and the Restricted Subsidiaries for such period, in each case

determined in accordance with GAAP, then Intermediate Holdings shall, on the date on which financial

statements for such quarter are delivered pursuant to this Agreement, designate in writing to the

Administrative Agent one or more of such Restricted Subsidiaries as Material Subsidiaries for each fiscal

period until this proviso is no longer applicable.

“Maturity Date” shall mean the Revolving Credit Maturity Date, the Extended Revolving Loan

Maturity Date, any Incremental Revolving Credit Maturity Date, the Term Loan Maturity Date, the New

Term Loan Maturity Date or the maturity date of an Extended Term Loan, as applicable.

“Maximum Incremental Facilities Amount” shall mean, at any date of determination, (i)the

sumof(a)(x)thegreaterof(1)$40,000,000and(2)100%ofConsolidatedEBITDAforthemostrecently

ended Test Period (calculated on a Pro Forma Basis) minus (y)the sum of (A)the aggregate principal

amount of New Loan Commitments incurred pursuant to Section2.14(a)in reliance on clause(i)of this

definition prior to such date, (B)the aggregate principal amount of Permitted Other Indebtedness issued

or incurred (including any unused commitments obtained) pursuant to Section10.1(v)(i)in reliance on

clause(i)ofthisdefinitionpriortosuchdateand(C)theaggregateprincipalamountofIndebtedness

issued or incurred (including any unused commitment obtained) in reliance on clause (A)(i)of Section

10.1(x)plus (b)the aggregate amount of voluntary prepayments of Term Loans (including New Term

Loans), Permitted Other Indebtedness secured by a Lien on a pari passu basis with the Liens securing the

Obligations and any other Indebtedness secured by a Lien on the Collateral ranking equal with the Liens

securing the Obligations and, to the extent accompanied by permanent optional reductions of Revolving

Credit Commitments, Revolving Loans (including purchases of any Loans by Intermediate Holdings and

its Subsidiaries at or below par, in which case the amount of voluntary prepayments or any repayments or

reductions (including by assignment in connection with the replacement of a non-consenting Lender

pursuanttoSection13.7)ofLoansshallbeequaltothefaceamountthereof)ineachcase,otherthanfrom

proceeds of the incurrence of long-term Indebtedness (other than the proceeds of any revolving

indebtedness (including the Revolving Credit Facility)), in each case after giving effect to any

reclassification of amounts previously incurred under this clause (i)(b) as incurred under the immediately

following clause (ii) plus (ii)an amount such that, after giving effect to the incurrence of such amount the

Borrower would be in compliance on a Pro Forma Basis (including any adjustments required by such

definition asa result of acontemplated Permitted Acquisition, butexcluding any concurrentincurrence of

Indebtedness pursuant to clause(i)above and assuming the Incremental Revolving Credit Commitments

atsuchtimearefullydrawn)with(I)ifsuchIndebtednessissecuredbyaLienonanparipassubasiswith

the Liens on the Collateral securing the Obligations, the Consolidated First Lien Secured Debt to

Consolidated EBITDA Ratio, shall not exceed 5.00 to 1.00, (II) if such Indebtedness is secured by a Lien

on a junior priority basis with the Liens on the Collateral securing the Obligations, the Consolidated

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Senior Secured Debt to Consolidated EBITDA Ratio, shall not exceed 5.50 to 1.00 and (III) if such

Indebtednessisunsecured,theConsolidatedTotalDebttoConsolidatedEBITDARatio,shallnotexceed

6.00 to 1.00 (in each case excluding for the purposes of calculating such ratios, any cash proceeds

concurrentlydrawn(includingRevolvingLoans))(itbeingunderstoodthat(I)unlessotherwiseelectedby

the Borrower, the Borrower shall be deemed to have used amounts under clause (ii)(to the extent

compliant therewith) prior to utilization of amounts under clause (i), (II) loans may be incurred under

both clauses (i)and (ii)above, and proceeds from any such incurrence under both clauses (i)and (ii)

above, may be utilized in a single transaction by first calculating the incurrence under clause (ii)above

andthencalculatingtheincurrenceunderclause(i)aboveand(III)anyIndebtednessoriginallydesignated

as incurred under clause (i)shall be automatically redesignated as having been incurred under clause (ii)

at any time the Borrower would be permitted to incur under clause (ii)the aggregate principal amount of

Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect

of increasing the Borrower’s ability to incur Indebtedness under clause (i)as of the date of such

redesignation by the amount of Indebtedness so redesignated)).

“MergerSub”shallhavethemeaningprovidedinthepreambletothisAgreement.

“MFN Parameters” means term loans or notes that are not widely-placed (as determined by

Intermediate Holdings in good faith) (in each case, excluding customary bridge loans), in each case that

are pari passu with the Initial Term Loans funded on the Closing Date in right of payment and security

and denominated in Dollars.

“MFNProtection”shallhavethemeaningsetforthintheprovisotoSection2.14(d)(iii).

“MidCap”meansMidCapFinancialTrust.

“Minimum Borrowing Amount” shall mean (i) with respect to a Borrowing of Benchmark Rate

Loans, $1,000,000 (or, if less, the entire remaining applicable Commitments at the time of such

Borrowing) and (ii) with respect to a Borrowing of ABR Loans, $1,000,000 (or, if less, the entire

remaining applicable Commitments at the time of such Borrowing).

“Minimum Collateral Amount” shall mean, at any time, (i) with respect to Cash Collateral

consisting of cash or Cash Equivalents or deposit account balances provided to reduce or eliminate

Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 103% of the Fronting

Exposure of the Letter of Credit Issuer with respect to Letters of Credit issued and outstanding at such

time and (ii) with respect to Cash Collateral consisting of cash or Cash Equivalents or deposit account

balances provided in accordance with the provisions of Section 3.8(a)(i), (a)(ii)or (a)(iii), an amount

equal to 103% of the outstanding amount of all L/C Obligations.

“MinimumTenderCondition”shallhavethemeaningprovidedinSection2.15(b).

“Monroe”meansMonroeCapital,LLC

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

consolidation to its business.

“Mortgage” shall mean a mortgage, deed of trust, deed to secure debt, trust deed, or other

security document entered into by the owner of a Mortgaged Property for the benefit of the Collateral

Agent and the Secured Parties in respect of that Mortgaged Property to secure the Obligations, in form

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and substance reasonably acceptable to the Collateral Agent and Intermediate Holdings, together with

such terms and provisions as may be required by local laws.

“Mortgaged Property” shall mean, initially, each parcel of real estate and the improvements

thereto owned in fee by, as of the Closing Date, a Credit Party and identified on Schedule8.16, and each

other owned parcel of real property and improvements thereto with respect to which a Mortgage is

granted pursuant to Section 9.13.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section4001(a)(3) of

ERISA to which any Credit Party or ERISA Affiliate makes or is obligated to make contributions, or

during the five preceding calendar years, has made or been obligated to make contributions.

“Net Cash Proceeds” shall mean, with respect to any Prepayment Event and any incurrence of

Permitted Other Indebtedness, (i)the gross cash proceeds (including payments from time to time in

respect of installment obligations, if applicable, but only as and when received) received by or on behalf

of Intermediate Holdings or any of its Restricted Subsidiaries in respect of such Prepayment Event or

incurrence of Permitted Other Indebtedness, as the case may be, less (ii) the sum of:

(a)the amount, if any, of all taxes (including in connection with any repatriation of

funds) paid or estimated to be payable by Intermediate Holdings or any of its Restricted

Subsidiaries and any Tax Distributions in connection with such Prepayment Event or incurrence

of Permitted Other Indebtedness,

(b)the amount of any reasonable reserve established in accordance with GAAP

against any liabilities (other than any taxes deducted pursuant to clause(a)above) (1)associated

with the assets that are the subject of such Prepayment Event and (2)retained by Intermediate

Holdings or any of the Restricted Subsidiaries; providedthat the amount of any subsequent

reduction of such reserve (other than in connection with a payment in respect of any such

liability) shall be deemed to be Net Cash Proceeds of such a Prepayment Event occurring on the

date of such reduction,

(c)the amount of any Indebtedness (other than the Loans and Permitted Other

Indebtedness)securedbyaLienontheassetsthatarethesubjectofsuchPrepaymentEventtothe

extent that the instrument creating or evidencing such Indebtedness requires that such

Indebtedness be repaid upon consummation of such Prepayment Event,

(d)in the case of any Asset Sale Prepayment Event or Casualty Event, the amount of

any proceeds of such Prepayment Event that Intermediate Holdings or any Restricted Subsidiary

hasreinvested(orintendstoreinvestwithintheReinvestmentPeriodorhasenteredintoabinding

commitment prior to the last day of the Reinvestment Period to reinvest) in the business of

Intermediate Holdings or any of the Restricted Subsidiaries; providedthat any portion of such

proceeds that has not been so reinvested within such Reinvestment Period (with respect to such

Prepayment Event, the “Deferred Net Cash Proceeds”) shall, unless Intermediate Holdings or a

Restricted Subsidiary has entered into a binding commitment prior to the last day of such

Reinvestment Period to reinvest such proceeds no later than 180 days following the last day of

such Reinvestment Period, (i)be deemed to be Net Cash Proceeds of an Asset Sale Prepayment

Event or Casualty Event occurring on the last day of such Reinvestment Period or, if later, 180

days after the date Intermediate Holdings or such Restricted Subsidiary has entered into such

binding commitment, as applicable (such last day or 180th day, as applicable, the “Deferred Net

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Cash Proceeds Payment Date”), and (ii)be applied to the repayment of Term Loans in

accordance with Section 5.2(a)(i);

(e)inthecaseofanyAssetSalePrepaymentEventorCasualtyEventbya

non-Wholly-Owned Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof

(calculated without regard to this clause(e)) attributable to non-controlling interests and not

available for distribution to or for the account of Intermediate Holdings or a Wholly-Owned

Restricted Subsidiary as a result thereof;

(f)in the case of any Asset Sale Prepayment Event, any funded escrow established

pursuant to the documents evidencing any such sale or disposition to secure any indemnification

obligations or adjustments to the purchase price associated with any such sale or disposition;

providedthat the amount of any subsequent reduction of such escrow (other than in connection

with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such

a Prepayment Event occurring on the date of such reduction solely to the extent that Intermediate

Holdings and/or any Restricted Subsidiaries receives cash in an amount equal to the amount of

such reduction; and

(g)allfeesandout-of-pocketexpensespaidby IntermediateHoldingsoraRestricted

Subsidiary in connection with any of the foregoing (for the avoidance of doubt, including, (i)in

the case of the issuance of Permitted Other Indebtedness, any fees, underwriting discounts,

premiums,andothercostsandexpensesincurredinconnectionwithsuchissuanceand

(ii)attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related

search and recording charges, transfer taxes, deed or mortgage recording taxes, underwriting

discountsandcommissions,othercustomaryexpenses, and brokerage, consultant,accountant and

other customary fees),

ineachcase,onlytotheextentnotalreadydeductedinarrivingattheamountreferredtoinclause(i)

above.

“NetIncome”shallmean,withrespecttoanyPerson,thenetincome(loss)ofsuchPerson,

determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“NewLoanCommitments”shallhavethemeaningprovidedinSection2.14(a).

“NewRevolvingCreditCommitments”shallhavethemeaningprovidedinSection2.14(a).

“NewRevolvingCreditLoan”shallhavethemeaningprovidedinSection2.14(b).

“NewRevolvingLoanLender”shallhavethemeaningprovidedinSection2.14(b).

“NewRevolvingLoanRepaymentAmount”shallhavethemeaningprovidedinSection2.5(d).

“NewRevolvingLoanRepaymentDate”shallhavethemeaningprovidedinSection2.5(d).

“NewTermLoan”shallhavethemeaningprovidedinSection2.14(c).

“NewTermLoanCommitments”shallhavethemeaningprovidedinSection2.14(a).

“NewTermLoanLender”shallhavethemeaningprovidedinSection2.14(c).

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“NewTermLoanMaturityDate”shallmeanthedateonwhichaNewTermLoanmatures.

“NewTermLoanRepaymentAmount”shallhavethemeaningprovidedinSection2.5(d).

“NewTermLoanRepaymentDate”shallhavethemeaningprovidedinSection2.5(d).

“Non-BankTaxCertificate”shallhavethemeaningprovidedinSection5.4(e)(ii)(B)(3).

“Non-ConsentingLender”shallhavethemeaningprovidedinSection13.7(b).

“Non-DefaultingLender”shallmeanandincludeeachLenderotherthanaDefaultingLender.

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

“Non-ExpiringCreditCommitments”shallhavethemeaningprovidedinSection2.1(d).

“Non-U.S.Lender”shallmeananyLenderthatisnota“UnitedStatesperson”asdefinedby

Section 7701(a)(30) of the Code.

“NoticeofBorrowing”shallhavethemeaningprovidedinSection2.3(a).

“NoticeofConversionorContinuation”shallhavethemeaningprovidedinSection2.6(a).

“NoticeofIntenttoCure”shallhavethemeaningprovidedinSection11.14(c).

“Obligations” shall mean all advances to, and debts, liabilities, obligations, covenants and duties

of,anyCreditPartyarisingunderanyCreditDocumentorotherwisewithrespecttoanyRevolvingCredit

Commitment, Loan or Letter of Credit or under any Secured Cash Management Agreement or Secured

Hedge Agreement (other than with respect to any Credit Party’s obligations that constitute Excluded

Swap Obligations solely with respect to such Credit Party), in each case, entered into with Intermediate

Holdings or any of the Restricted Subsidiaries, whether direct or indirect (including those acquired by

assumption), absolute or contingent, due or to become due, now existing or hereafter arising and

includinginterestandfeesthataccrueafterthecommencementbyoragainstanyCreditPartyorany

Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the

debtor in such proceeding, regardless of whether such interest and fees are allowed or allowable claims in

such proceeding.Without limiting the generality of the foregoing, the Obligations of the Credit Parties

under the Credit Documents (and any of their Subsidiaries to the extent they have obligations under the

Credit Documents) include the obligation (including guarantee obligations) to pay principal, interest,

charges, expenses, fees, attorney costs, indemnities and other amounts payable by any Credit Party under

any Credit Document and all obligations, liabilities and indebtedness of any Credit Party arising from or

in connection with all LC Support Agreements.

“OFAC”shallhavethemeaningprovidedinSection8.10.

“OpCo”shallhavethemeaningprovidedinthepreambletothisAgreement.

“Original Revolving Credit Commitments” shall mean all Revolving Credit Commitments,

Existing Revolving Credit Commitments and Extended Revolving Credit Commitments, other than any

New Revolving Credit Commitments (and any ExtendedRevolving Credit Commitments related thereto).

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“Other Taxes” shall mean all present or future stamp, court or documentary Taxes or any other

intangible, recording, filing or similar Taxes arising from any payment made hereunder or under any

other CreditDocument or from the execution,delivery, performance, enforcement or registration of, from

the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any

other Credit Document; providedthat such term shall not include any Taxes that result from an

assignment, (“Assignment Taxes”) to the extent such Assignment Taxes are imposed as a result of a

connection between the Lender and the taxing jurisdiction (other than a connection arising solely from

any Credit Documents or any transactions contemplated thereunder), except to the extent that any such

action described in this proviso is requested or required by the Borrower.

“Overnight Rate” shall mean, for any day, the greater of (a)the Federal Funds Effective Rate

and (b)an overnight rate determined by the Administrative Agent, the Swingline Lender or the Letter of

Credit Issuer, as the case may be, in accordance with banking industry rules on interbank compensation.

“Parent Entity” shall mean any Person that is a direct orindirect parent company (which may be

organized as, among other things, a partnership), including any managing member, of Holdings,

Intermediate Holdings and/or the Borrower.

“ParentGuarantors”shallhavethemeaningprovidedinthepreambletothisAgreement.

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

“ParticipantRegister”shallhavethemeaningprovidedinSection13.6(c)(ii).

“PatriotAct”shallhavethemeaningprovidedinSection13.18.

“PaymentRecipient”shallhavethemeaningprovidedinSection12.15(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA

and any successor entity performing similar functions.

“PensionPlan” shall mean any “employee pension benefit plan” (as defined in Section3(2) of

ERISA,butexcludinganyMultiemployerPlan)thatissubjecttoTitleIVofERISA,Section302of

ERISA or Section412 of the Code, in respect of which any Credit Party or any ERISA Affiliate is (or, if

such plan were terminated, would under Section4062 or Section4069 of ERISA, be deemed to be) an

“employer” as defined in Section 3(5) of ERISA.

“PermittedAcquisition”shallhavethemeaningprovidedinSection10.6(c).

“Permitted Asset Swap” shall mean the concurrent purchase and sale or exchange of Related

Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between

Intermediate Holdings or a Restricted Subsidiary and another Person; providedthat such assets purchased

or received in such an exchange (taking into account any cash or Cash Equivalents exchanged in such

transaction) are of comparable or greater Fair Market Value or usefulness to the business of Intermediate

Holdings and its Restricted Subsidiaries, as a whole, as determined in good faith by Intermediate

Holdings; provided, further, that any cash or Cash Equivalents received must be applied in accordance

with Section 10.4.

“PermittedDebtExchange”shallhavethemeaningprovidedinSection2.15(a).

“PermittedDebtExchangeNotes”shallhavethemeaningprovidedinSection2.15(a).

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“PermittedDebtExchangeOffer”shallhavethemeaningprovidedinSection2.15(a).

“Permitted Holders” shall mean each of (a) Investors as of the Closing Date, (b) the

Management Investors (including any Management Investors holding Equity Interests through a direct or

indirect parent or management investment vehicle) and their Permitted Transferees, (c) any Person who is

acting solely as an underwriter in connection with a public or private offering of Equity Interests of

Holdings or any of its direct or indirect parent companies, acting in such capacity, (d) any group (within

the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) of which

anyoftheforegoingaremembersandanymemberofsuchgroup;provided,thatinthecaseofsuchgroup

and without giving effect to the existence of such group or any other group, the Sponsor shall have

beneficial ownership of more than 50% of the total voting power of the issued and outstanding Equity

Interests of Holdings or any of itsdirect or indirect parent companiesheld by such group, (e)any direct or

indirect Parent Entity formed not in connection with, or in contemplation of, a transaction (other than the

Transactions or IPO Reorganization Transactions) that, assuming such parent was not formed after giving

effectthereto,wouldconstituteaChangeofControland(f)anyentity(otherthanaParentEntity)through

which a Parent Entity described in clause(e)directly or indirectly holds Equity Interests of the Borrower

and has no other material operations other than those incidental thereto.

“PermittedInvestment”shallhavethemeaningprovidedinSection10.6.

“PermittedLiens”shallmean,withrespecttoanyPerson:

(i)Liens for taxes, assessments or other governmental charges or levies not yet due

(ornotdelinquent)orwhicharebeingcontestedingoodfaithbyappropriateactionandforwhich

adequate reserves have been maintained in accordance with GAAP;

(ii)Liens in connection with workers’ compensation, unemployment insurance or

othersocialsecurity,oldagepensionorpublicliabilityobligationsnotyetdueorwhicharebeing

contested in good faith by appropriate action and for which adequate reserves have been

maintained in accordance with GAAP;

(iii)operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’,

workers’, materialmen’s, construction or other like Liens arising by operation of law in the

ordinary course of business or landlord’s liens, each of which is in respect of obligations that

have not been outstanding more than 90 days or which are being contested in good faith by

appropriate proceedings and for which adequate reserves have been maintained in accordance

with GAAP;

(iv)any Liens reserved in leases for rent or royalties and for compliance with the

terms of the leases in the case of leasehold estates, to the extent that any such Lien referred to in

this clause does not materially impair the use of the property covered by such Lien for the

purposes for which such property is held by Intermediate Holdings or any Restricted Subsidiary

or materially impair the value of such property subject thereto;

(v)encumbrances (other than to secure the payment of borrowed money or the

deferred purchase price of property or services), easements, restrictions, servitudes, permits,

conditions, covenants, exceptions or reservations in any rights of way or other property of

Intermediate Holdings or any Restricted Subsidiary for the purpose of roads, pipelines,

transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other

minerals ortimber,andotherlikepurposes,orforthe jointorcommonuseofrealestate,rightsof

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way, facilities and equipment, and defects, irregularities, zoning restrictions, encroachments and

deficiencies in title of any rights of way or other property which in the aggregate do not

materially impair the use of such rights of way or other property for the purposes of which such

rights of way and other property are held by Intermediate Holdings or any Restricted Subsidiary

or materially impair the value of such property subject thereto;

(vi)LienspursuanttotheSecurityDocuments;

(vii)Liens arising out of judgments, attachments or awards not resulting in an Event

of Default under Section 11.5or Section 11.10;

(viii)Liens (other than any Lien imposed by ERISA) (x) imposed by a Governmental

Authority or deposits made in connection therewith in the ordinary course of business in

connection with workers’ compensation, unemployment insurance and other types of social

security legislation, (y) incurred in the ordinary course of business to secure the performance of

tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds,

statutory bonds, bids, leases, government contracts, trade contracts, performance and return of

money bonds and other similar obligations (exclusive of obligations for the payment of borrowed

money) or (z) arising by virtue of deposits made in the ordinary course of business to secure

liability for premiums to insurance carriers; providedthat (A) with respect to clauses (x), (y)and

(z)of this clause (viii), such Liens are for amounts not yet due and payable or delinquent or, to

the extent such amounts are so due and payable, such amounts are being contested in good faith

by appropriate proceedings for which adequate reserves have been established in accordance with

GAAPand(B)totheextentsuchLiensarenotimposedbyaGovernmentalAuthority,suchLiens

shall in no event encumber any property other than cash and cash equivalents;

(ix)Liens arising out of conditional sale, title retention, consignment or similar

arrangements for the sale of goods entered into by any Restricted Subsidiary in the ordinary

course of business in accordance with the past practices of such Restricted Subsidiary;

(x)bankers’ Liens, rights of setoff and other similar Liens existing solely with

respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any

Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank

or banks with which such accounts are maintained, securing amounts owing to such bank with

respect to cash management and operating account arrangements, including those involving

pooled accounts and netting arrangements; providedthat, unless such Liens are nonconsensual

and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly)

the repayment of any Indebtedness;

(xi)licenses, sub-licenses or cross license of Intellectual Property granted in the

ordinary course of business;

(xii)the filing of UCC financing statements solely as a precautionary measure in

connection with (i) operating leases or consignment of goods and (ii) in connection with the sales

of Accounts pursuant to any Permitted Receivables Financing;

(xiii)leases, licenses, subleases or sublicenses granted to others in the ordinary course

of business;

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(xiv)Liens (x) oncash advances in favor of the seller of any property to be acquired in

anInvestmentpermittedpursuanttoSection10.6tobeappliedagainstthepurchasepriceforsuch

Investment and (y) consisting of an agreement to dispose of any property in an asset sale, in each

case, solely to the extent such Investment or disposition, as the case may be, would have been

permitted on the date of the creation of such Lien;

(xv)Liens (a)of a collection bank arising under Section4-210 of the Uniform

CommercialCodeoranycomparableorsuccessorprovisiononitemsinthecourseofcollection,

(b)attaching to commodity trading accounts or other commodity brokerage accounts incurred in

the ordinary course of business, and (c)in favor of banking or other financial institutions or other

electronic payment service providers arising as a matter of law encumbering deposits (including

the right of set-off) and which are within the general parameters customary in the banking or

finance industry;

(xvi)Liens encumbering reasonable customary initial deposits and margin deposits

and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred

in the ordinary course of business and not for speculative purposes;

(xvii)Liens (a)solely on any cash earnest money deposits made by Intermediate

Holdings or any of the Restricted Subsidiaries in connection with any letter of intent or purchase

agreement permitted under this Agreement or (b)consisting of an agreement to dispose of any

property pursuant to a disposition permitted hereunder;

(xviii)rights reserved or vested in any Person by the terms of any lease, license,

franchise, grant or permit held by Intermediate Holdings or any of the Restricted Subsidiaries or

by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to

require annual or periodic payments as a condition to the continuance thereof;

(xix)restrictive covenants affecting the use to which real property may be put;

providedthat the covenants are complied with;

(xx)security given to a public utility or any municipality or governmental authority

when required by such utility or authority in connection with the operations of that Person in the

ordinary course of business;

(xxi)(a)Liens on Equity Interests in joint ventures; providedthat any such Lien is in

favorofacreditorofsuchjointventureandsuchcreditorisnotanAffiliateof anypartnertosuch

joint venture and (b)purchase options, call and similar rights of, and restrictions for the benefit

of, a third party with respect to Equity Interests held by Intermediate Holdings or any Restricted

Subsidiary in joint ventures;

(xxii)Liens on cash and Cash Equivalents that are earmarked to be used to satisfy or

discharge Indebtedness; provided(a)such cash and/or Cash Equivalents are deposited into an

account from which payment is to be made, directly or indirectly, to the Person or Persons

holding the Indebtedness that is to be satisfied or discharged, (b)such Liens extend solely to the

account in which such cash and/or Cash Equivalents are deposited and are solely in favor of the

Person or Persons holding the Indebtedness (or any agent or trustee for such Person or Persons)

that is to be satisfied or discharged, and (c)the satisfaction or discharge of such Indebtedness is

expressly permitted hereunder;

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(xxiii)with respect to any Foreign Subsidiary, other Liens and privileges arising

mandatorily by any Requirements of Law;

(xxiv)to the extent arising pursuant to a Requirement of Law, Liens on cash or Cash

Equivalents securing Hedge Agreements in the ordinary course of business; and

(xxv)other Liens; providedthat the aggregate outstanding face amount of obligations

securedbyLiensexistinginrelianceonthisclause(xxv)shallnotexceedthegreaterof

$20,000,000and50%ofConsolidatedEBITDAforthemostrecentlyendedTestPeriod

(calculated on a Pro Forma Basis) as of such time of incurrence.

“Permitted Other Indebtedness” shall mean Indebtedness consisting of one or more series of

secured or unsecured bonds, notes or debentures (including in a public offering, Rule 144A or other

privateplacement)orsecuredorunsecuredloans(includingabridgefacilityorsyndicatedloanfinancing)

(which Indebtedness if secured, must be secured either by Liens that are pari passu with the Liens on the

Collateral securing the Obligations or be secured by Liens that are junior to the Liens on the Collateral

securing the Obligations), in each case issued or incurred by the Borrower or a Guarantor (other than

Holdings);providedthat(a)exceptinthecaseofanyInsideMaturityDebtExclusion,thematuritydateof

such Indebtedness shall be no earlier than the Term Loan Maturity Date and such Indebtedness shall not

have a shorter weighted average life to maturity than the existing Initial Term Loans, (b) if such

Indebtedness is incurred pursuant to Section 10.1(v)(i), such Indebtedness shall be subject to the same

terms and conditions set forth in Section 2.14that are applicable to New Term Loans, except the

covenants,eventsofdefaultandmandatoryprepaymentseither,attheoptionofIntermediateHoldings,(i)

shall be not materially more restrictive (taken as a whole) (other than with respect to economic terms and

prepayment or redemption provisions) to Intermediate Holdings and its Restricted Subsidiaries than the

covenants, events of default and mandatory prepayment provisions applicable to the Initial Term Loans,

unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any

such provisions apply after the Term Loan Maturity Date or (ii) reflect market terms and conditions

(taken as a whole) at the time of incurrence or issuance (as determined by Intermediate Holdings in good

faith), (c)with respect to such Indebtedness, no Subsidiary of Holdings (other than Intermediate Holdings

oraGuarantor)shallbeanobligor,(d)that,ifsuchIndebtednessissecured,suchIndebtednessshallnot

be secured by a Lien on any assets other than the Collateral and (e) such Indebtedness shall be subject to

an Acceptable Intercreditor Agreement or other intercreditor documentation reasonably acceptable to the

Administrative Agent and the Borrower, if applicable.

“Permitted OtherIndebtednessDocuments”shallmeananydocumentorinstrument(including

any guarantee, security agreement or mortgage and which may include any or all of the Credit

Documents) issued or executed and delivered with respect to any Permitted Other Indebtedness by any

Credit Party.

“Permitted Other Indebtedness Obligations” shall mean, if any Permitted Other Indebtedness

is issued or incurred, all advances to, and debts, liabilities, obligations, covenants and duties of, any

Credit Party arising under any Permitted Other Indebtedness Document, whether direct or indirect

(including those acquired by assumption), absolute or contingent, due or to become due, now existing or

hereafter arising, and including interest and fees that accrue after the commencement by or against any

Credit Party or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming

such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed or

allowable claims in such proceeding.Without limiting the generality of the foregoing, the Permitted

Other Indebtedness Obligations of the applicable Credit Parties under the Permitted Other Indebtedness

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Documents (and any of their Restricted Subsidiaries to the extent they have obligations under the

Permitted Other Indebtedness Documents) include the obligation (including guarantee obligations) to pay

principal, interest, charges, expenses, fees, attorney costs, indemnities and other amounts payable by any

such Credit Party under any Permitted Other Indebtedness Document.

“PermittedOtherProvision”shallhavethemeaningprovidedinSection2.14(g)(i).

“PermittedReceivablesFinancing”shallhavethemeaningprovidedinthedefinitionofthe

term “Asset Sale”.

“PermittedRepricingAmendment”shallhavethemeaningprovidedinSection13.1.

“Permitted Transferees” shallmean,withrespecttoanyPersonthatisanaturalperson(and any

Permitted Transferee of such Person), (a) such Person’s Immediate Family Members, including his or her

spouse, ex-spouse, children, step-children and their respective lineal descendants and (b) without

duplication with any of theforegoing, such Person’s heirs, executors and/or administrators upon the death

of such Person and any other Person who was an Affiliate of such Person upon the death of such Person

and who, upon such death, directly or indirectly owned Equity Interests in Holdings or any other IPO

Entity.

“Permitted Sale Leaseback” shall mean any Sale Leaseback consummated by Intermediate

Holdings or any of the Restricted Subsidiaries after the Closing Date; providedthatany such Sale

Leaseback that is not between (a) a Credit Party and another Credit Party or (b) a Restricted Subsidiary

that is not a Credit Party and another Restricted Subsidiary that is not a Credit Party must be

consummated for Fair Market Value as determined at the time of consummation in good faith by (i)

Intermediate Holdings or such Restricted Subsidiary or (ii)in the case of any Sale Leaseback (or series of

relatedSaleLeasebacks)theaggregateproceedsofwhichexceedthegreaterof(a)$10,000,000and

(b)25% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma

Basis) at the time of the incurrence of such Sale Leaseback, the sole member (or analogous governing

body) of Intermediate Holdings or such Restricted Subsidiary (which such determination may take into

account any retained interest or other Investment of Intermediate Holdings or such Restricted Subsidiary

in connection with, and any other material economic terms of, such Sale Leaseback).

“Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability

company, association, trust, or other enterprise or any Governmental Authority.

“Plan” shall mean, other than any Multiemployer Plan, any “employee benefit plan” (as defined

in Section 3(3) of ERISA), including any “employee welfare benefit plan” (as defined in Section 3(1) of

ERISA), any “employee pension benefitplan” (as defined in Section 3(2) of ERISA), and any plan which

is both an employee welfare benefit plan and an employee pension benefit plan, and in respect of which

any Credit Party or, with respect to any such plan that is that is subject to Title IV of ERISA, Section 302

of ERISA or Section 412 of the Code, any ERISA Affiliate is (or, if such Plan were terminated, would

under Section 4062 or Section 4069 of ERISA be reasonably likely to be deemed to be) an “employer” as

defined in Section 3(5) of ERISA.

“Planned Expenditures” shall have the meaning provided in the definition of the term “Excess

Cash Flow”.

“Platform”shallhavethemeaningprovidedinSection13.17(a).

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“Pledge Agreement” shall mean the Pledge Agreement entered into by the Credit Parties party

theretoandtheCollateralAgentforthebenefitoftheSecuredParties,substantiallyintheformof

Exhibit C.

“Post-Acquisition Period” shall mean, with respect to any Permitted Acquisition, the period

beginning on the date such Permitted Acquisition is consummated and ending on the last day of the

eighthfullconsecutivefiscalquarterimmediatelyfollowingthedateonwhichsuchPermittedAcquisition

is consummated.

“Prepayment Event”shallmeananyAssetSalePrepaymentEvent,DebtIncurrencePrepayment

Event or Casualty Event.

“Prepayment Trigger” shall have themeaning provided in thedefinition oftheterm “Asset Sale

Prepayment Event”.

“primary obligation”shallhavethemeaningprovidedsuchterminthedefinitionof“Contingent

Obligations”.

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

Obligations”.

“Pro Forma Adjustment” shall mean, for any Test Period that includes all or any part of a fiscal

quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable

Acquired Entity or Business or Converted Restricted Subsidiary or the Consolidated EBITDA of

Intermediate Holdings, the pro forma increase or decrease in such Acquired EBITDA or such

ConsolidatedEBITDA,asthecasemaybe,projectedbyIntermediateHoldingsingoodfaithasaresultof

(i)actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable

andfactuallysupportablecostsavings,operatingexpensesreductionsandoperatingenhancementsor

(ii)anyadditionalcostsincurredduringsuchPost-AcquisitionPeriod,ineachcase,inconnectionwiththe

combination of the operations of such Acquired Entity or Business or Converted Restricted Subsidiary

with the operations of Intermediate Holdings and the Restricted Subsidiaries; providedthat (a)at the

election of Intermediate Holdings, such Pro Forma Adjustment shall not be required to be determined for

anyAcquiredEntityorBusinessorConvertedRestrictedSubsidiarytotheextenttheaggregate

consideration paid in connection with such acquisition was less than $10,000,000; and (b)so long as such

actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-

Acquisition Period, as applicable, it may be assumed, for purposes of projecting such pro forma increase

or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that the

applicable amount of such cost savings, operating expenses reductions and operating enhancements will

be realizable during the entirety of such Test Period, or the applicable amount of such additional costs, as

applicable, will be incurred during the entirety of such Test Period; provided, further, that any such pro

formaincreaseordecreasetosuchAcquiredEBITDAorsuchConsolidatedEBITDA,asthecasemaybe,

shall be without duplication for, and subject to applicable caps and limitations set forth in such defined

terms in respect of, cost savings or additional costs or other items already included in such Acquired

EBITDA, such Consolidated EBITDA or Section 1.12, as the case may be, for such Test Period.

“Pro Forma Basis,” “Pro Forma Compliance,” and “Pro Forma Effect” shall mean, with

respect to compliance with any test, financial ratio orcovenant hereunder, that (i)to the extent applicable,

the Pro Forma Adjustment shall have been made and (ii)all Specified Transactions and the following

transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable

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periodofmeasurementinsuchtestorcovenant:(a)incomestatementitems(whetherpositiveornegative)

attributable to the property or Person subject to such Specified Transaction, (1)in the case of a sale,

transfer or other disposition of all or substantially all Capital Stock in any Subsidiary of Intermediate

Holdings or any division, product line, or facility used for operations of Intermediate Holdings or any of

its Subsidiaries, shall be excluded, and (2)in the case of a Permitted Acquisition or Investment described

inthedefinitionof“SpecifiedTransaction”,shallbeincluded,(b)anyretirementofIndebtedness,and

(c)other than as set forth in the definition of “Maximum Incremental Facilities Amount”, any incurrence

or assumption of Indebtedness by Intermediate Holdings or any of the Restricted Subsidiaries in

connection therewith (it being agreed that if such Indebtedness has a floating or formula rate, such

Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition

determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the

relevant date of determination); providedthat, without limiting the application of the Pro Forma

Adjustmentpursuanttoclause(a)above,theforegoingproformaadjustmentsmaybeappliedtoanysuch

test or covenant solely to the extent that such adjustments are consistent with the definition of

Consolidated EBITDA and give effect to operating expense reductions and operating enhancements that

are (x) (1) directly attributable to such transaction, (2) expected to have a continuing impact on

Intermediate Holdings or any of the other Restricted Subsidiaries and (3) factually supportable or (y)

otherwise consistent with the definition of Pro Forma Adjustment.

“Pro Forma Entity” shall have the meaning provided such term in the definition of “Acquired

EBITDA”.

“Prohibited Transaction” shall have the meaning assigned to such term in Section406 of

ERISA and Section 4975(c) of the Code.

“Projections”shallhavethemeaningprovidedinSection9.1(c).

“PTE”shallmeanaprohibitedtransactionclassexemptionissuedbytheU.S.Departmentof

Labor, as any such exemption may be amended from time to time.

“QFC”shallhavethemeaningof“qualifiedfinancialcontract”setforthin,andshallbe

interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFCCreditSupport”shallhavethemeaningprovidedinSection13.25.

“Qualified Stock”ofanyPersonshallmeanCapital StockofsuchPersonotherthanDisqualified

Stock of such Person.

“RealEstate”shallhavethemeaningprovidedinSection9.1(g).

“refinance”shallhavethemeaningprovidedinSection10.1(l).

“RefinancedFacility”shallhavethemeaningprovidedinSection13.1.

“RefinancingIndebtedness”shallhavethemeaningprovidedinSection10.1(l).

“Register”shallhavethemeaningprovidedinSection13.6(b)(iv).

“RegulationT”shallmeanRegulationToftheBoardasfromtimetotimeineffectandany

successor to all or a portion thereof establishing margin requirements.

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“RegulationU”shallmeanRegulationUoftheBoardasfromtimetotimeineffectandany

successor to all or a portion thereof establishing margin requirements.

“RegulationX”shallmeanRegulationXoftheBoardasfromtimetotimeineffectandany

successor to all or a portion thereof establishing margin requirements.

“ReimbursementDate”shallhavethemeaningprovidedinSection3.4(a).

“ReimbursementObligations”shallmeantheBorrower’sobligationstoreimburseUnpaid

Drawings pursuant to Section 3.4(a).

“ReinvestmentPeriod”shall mean eighteen months following the date of receipt of NetCash

Proceeds of an Asset Sale Prepayment Event or Casualty Event.

“RejectionNotice”shallhavethemeaningprovidedinSection5.2(f).

“Related Business Assets”shallmeanassets(otherthancashorCashEquivalents)usedoruseful

in a Similar Business; providedthat any assets received by Intermediate Holdings or the Restricted

Subsidiaries in exchange for assets transferred by Intermediate Holdings or a Restricted Subsidiary shall

not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt

of the securities of such Person, such Person would become a Restricted Subsidiary.

“Related Fund” shall mean, with respect to any Lender that is a Fund, any other Fund that is

advised or managed by (a)such Lender, (b)an Affiliate of such Lender or (c)an entity or an Affiliate of

such entity that administers, advises or manages such Lender.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and

the directors, officers, employees, agents, trustees, servicers and advisors of such Person and any Person

that possesses, directly or indirectly, the power to direct or cause the direction of the management or

policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Release” shall mean any release, spill, emission, discharge, disposal, escaping, leaking,

pumping, pouring, dumping, emptying, injection, or leaching into or migration through the environment

(but excluding migration of naturally occurring substances).

“Relevant Governmental Body” the Board of Governors, the Federal Reserve Bank of New

Yorkand/ortheTermSOFRAdministrator,asapplicable,oracommitteeofficiallyendorsedorconvened

by the Board of Governors and/or the Federal Reserve Bank of New York or, in each case, any successor

thereto.

“RemovalEffectiveDate”shallhavethemeaningprovidedinSection12.9(b).

“Repayment Amount” shall mean the Term Loan Repayment Amount, a New Term Loan

Repayment Amount with respect to any Series or an Extended Term Loan Repayment Amount with

respect to any Extension Series, as applicable.

“Replacement Facility Commitment” shall mean the commitments of the Lenders to make

Replacement Facilities.

“ReplacementFacilities”shallhavethemeaningprovidedinSection13.1.

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“Reportable Event” shall mean any “reportable event”, as defined in Section4043(c) of ERISA

or the regulations issued thereunder, with respect to a Pension Plan (other than a Pension Plan maintained

by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of

Section414oftheCode),otherthanthoseeventsastowhichnoticeiswaivedpursuanttoPBGCReg.

§4043.

“Required Lenders” shall mean, at any date, (a) Non-Defaulting Lenders having or holding a

majority of the sum of (i) the Adjusted Total Revolving Credit Commitment at such date, (ii)the

Adjusted Total Term Loan Commitment at such date and (iii)the aggregate outstanding principal amount

of the Term Loans (excluding Term Loans held by Defaulting Lenders) at such date or (b) if the Total

Revolving Credit Commitment and the Total Term Loan Commitment have been terminated or for the

purposes of acceleration pursuant to Section 11, Non-Defaulting Lenders having or holding a majority of

the outstanding principal amount of the Loans and Letter of Credit Exposure (excluding the Loans and

Letter of Credit Exposure of Defaulting Lenders) in the aggregate at such date; provided that, at all times

when there are two or more Lenders that are not Affiliates or Approved Funds of each other, Required

Lenders must include at least two Lenders that are not Affiliates or Approved Funds of each other.

“Required DDTL Lenders” means, at any time, Term Loan Lenders (other than Defaulting

Lenders) having unused Delayed Draw Term Loan Commitments representing more than 50% of the

aggregate unused Delayed Draw Term Loan Commitments at such time; providedthat for any Required

DDTL Lenders’ vote, (x) Delayed Draw Term Loans held by Debt Fund Affiliates and Non-Debt Fund

Affiliates, in the aggregate, may not account for more than 49.9% of the amounts included in determining

whether the Required DDTL Lenders have consented to any amendment, waiver or other action and (y)

noDefaultingLendershallbeincludedinthecalculationofRequiredDDTLLenders;providedthat,atall

times when there are two or more Term Loan Lenders having unused Delayed Draw Term Loan

Commitments that are not Affiliates or Approved Funds of each other, Required DDTL Lenders must

include at least two Term Loan Lenders having unused Delayed Draw Term Loan Commitments that are

not Affiliates or Approved Funds of each other.

“RequirementsofLaw”shallmean,astoanyPerson,thecertificateofincorporationand

by-laws or other organizational or governing documents of such Person, and any law, treaty, rule, or

regulation or determination of an arbitrator or a court or other Governmental Authority, in each case

applicable to or binding upon such Person or any of its property or assets or to which such Person or any

of its property or assets is subject.

“ResignationEffectiveDate”shallhavethemeaningprovidedinSection12.9(a).

“ResolutionAuthority”shallmeananEEAResolutionAuthorityor,withrespecttoanyUK

Financial Institution, a UK Resolution Authority.

“RestrictedDebtPayments”shallhavethemeaningprovidedinSection10.7.

“Restricted Payments” shall mean any dividendor otherdistribution (whether in cash, securities

or other property) with respect to any Equity Interests in Intermediate Holdings, any other Parent

Guarantor, the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or

other property), including any sinking fund or similar deposit, on account of the purchase, redemption,

retirement, acquisition, cancellation or termination of any such Equity Interests in Intermediate Holdings,

any other Parent Guarantor, the Borrower or any Restricted Subsidiary or any option, warrant or other

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right to acquire any such Equity Interests in Intermediate Holdings, any other Parent Guarantor, the

Borrower or any Restricted Subsidiary.

“RestrictedPerson”and/or“RestrictedPersons”shallhavethemeaningprovidedinSection

13.16.

“Restricted Subsidiary” shall mean any Subsidiary of Intermediate Holdings (including, for the

avoidance of doubt, the Borrower) other than an Unrestricted Subsidiary.

“Retained Excess Cash Flow” shall mean commencing with the fiscal year ended December 31,

2025, Excess Cash Flow (but not less than zero in any period) in respect of any fiscal year not required to

be applied in prepayment pursuant to Section 5.2(a)(ii) (but excluding the amount of any Excess Cash

Flow not required to be applied in prepayment as a result of the deductions to any such prepayment

amount pursuant to clause (y) of such Section 5.2(a)(ii) or the application of Section 5.2(a)(iv))).

“Revolving Credit Commitment” shall mean, as to each Revolving Credit Lender, (a) its

obligation to make Revolving Credit Loans to the Borrower pursuant to Section 2.1(b), in an aggregate

principal amount at any one time outstanding not to exceed the amount set forth, and opposite such

Lender’s name on Schedule 1.1(a)under the caption “Revolving Credit Commitment” or in the

Assignment and Acceptance pursuant to which such Lender becomes a party hereto, as applicable, as

such amount may be adjusted from time to time in accordance with this Agreement (including Section

2.14) and (b) if applicable, Replacement Facility Commitment with respect to any Series.The aggregate

Revolving Credit Commitments of all Revolving Credit Lenders shall be $50,000,000 on the Closing

Date(the“Initial Revolving Credit Commitments”),assuchamountmaybeadjustedfromtimetotime

in accordance with the terms of this Agreement.

“Revolving Credit Commitment Percentage” shall mean at any time, for each Lender, the

percentage obtained by dividing (i) such Lender’s Revolving Credit Commitment at such time by (ii) the

amount of the Total Revolving Credit Commitment at such time; providedthat, at any time when the

Total Revolving Credit Commitment shall have been terminated, each Lender’s Revolving Credit

Commitment Percentage shall be the percentage obtained by dividing (a) such Lender’s Revolving Credit

Exposure at such time by (b) the Revolving Credit Exposure of all Lenders at such time.

“RevolvingCreditExposure”shallmean,withrespecttoanyLenderatanytime,thesumof

(i)the aggregate principal amount of Revolving Credit Loans of such Lender then outstanding, (ii) such

Lender’s Letter of Credit Exposure at such time and (iii)such Lender’s Revolving Credit Commitment

Percentage of the aggregate principal amount of all outstanding Swingline Loans at such time.

“Revolving Credit Facility” shall mean, at any time, the aggregate amount of the Revolving

Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” shall mean, at any time, any Lender that has a Revolving Credit

Commitment, Incremental Revolving Credit Commitment or Extended Revolving Credit Commitment at

such time.

“RevolvingCreditLoan”shallhavethemeaningprovidedinSection2.1(b).

“Revolving Credit Maturity Date” shall mean the earlier of (i) January 2, 2031 or, if such date

is not a Business Day, the immediately preceding Business Day and (ii) the date on which the Revolving

Credit Commitments shall terminate in accordance with the provisions of this Agreement.

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“Revolving Credit Termination Date” shall mean the date on which the Revolving Credit

Commitments shall have terminated or no Revolving Credit Loans or Swingline Loans shall be

outstanding and the Letters of Credit Outstanding shall have been reduced to zero or Cash Collateralized.

“Revolving Loan” shall mean, collectively or individually as the context may require, any (i)

Revolving Credit Loan, (ii) Extended Revolving Credit Loan, (iii) New Revolving Credit Loan and (iv)

Additional Revolving Credit Loan, in each case made pursuant to and in accordance with the terms and

conditions of this Agreement.

“S&P” shall mean S&P Global Ratings or any successor by merger or consolidation to its

business.

“Sale Leaseback” shall mean any arrangement with any Person directly or indirectly providing

for the leasing by Intermediate Holdings or any Restricted Subsidiary of any real or tangible personal

property, which property has been or is to be sold or transferred by Intermediate Holdings or such

Restricted Subsidiary to such Person in contemplation of such leasing.

“Sanctions” shall mean any economic or financial sanctions or trade embargoes administered or

enforced by the government of the United States (including without limitation, OFAC and the U.S.

Department of State), the United Nations Security Council, the European Union (or its member states),

the United Kingdom (including His Majesty’s Treasury (“HMT”)) or other relevant sanctions authority.

“SDNList”shallhavethemeaningprovidedinSection8.21.

“SEC”shallmeantheSecuritiesandExchangeCommissionoranysuccessorthereto.

“Section2.14AdditionalAmendment”shallhavethemeaningprovidedinSection2.14(g)(iv).

“Section9.1 Financials” shall mean the financial statements delivered, or required to be

delivered, pursuant to Section9.1(a)or (b)together with the accompanying officer’s certificate delivered,

or required to be delivered, pursuant to Section 9.1(d).

“Secured Cash Management Agreement” shall mean any Cash Management Agreement that is

entered into by and between Holdings, Intermediate Holdings, the Borrower or any of the Restricted

Subsidiaries and any Cash Management Bank, which is specified in writing by Intermediate Holdings to

the Administrative Agent as constituting a Secured Cash Management Agreement hereunder.

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

Management Agreements.

“Secured Hedge Agreement” shall mean any Hedge Agreement that is entered into by and

between Holdings, Intermediate Holdings, the Borrower or any Restricted Subsidiary and any Hedge

Bank, which is specified in writing by Intermediate Holdings to the Administrative Agent as constituting

a“SecuredHedgeAgreement”hereunder.Forpurposesoftheprecedingsentence,IntermediateHoldings

may deliver one notice designating all Hedge Agreements entered into pursuant to a specified Master

Agreement as “Secured Hedge Agreements”.Notwithstanding anything to the contrary, a Hedge

Agreement entered into by a Restricted Subsidiary shall remain a Secured Hedge Agreement

notwithstanding that such Restricted Subsidiary is subsequently designated an Unrestricted Subsidiary

(but not any Hedge Agreement entered into after the date of such designation), unless otherwise agreed

between such Restricted Subsidiary and Hedge Bank.

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

“SecuredParties”shallmeantheAdministrativeAgent,theCollateralAgent,theLetterof

Credit Issuer and each Lender, in each case with respect to the Credit Facilities, each Hedge Bank that is

party to any Secured Hedge Agreement with Holdings, Intermediate Holdings or any Restricted

Subsidiary, each Cash Management Bank that is party to a Secured Cash Management Agreement with

Holdings, Intermediate Holdings or any Restricted Subsidiary and each subagent pursuant to Section12

appointed by the Administrative Agent with respect to matters relating to the Credit Facilities or the

Collateral Agent with respect to matters relating to any Security Document.

“SecuritiesExchangeAct”shallmeanSecuritiesExchangeActof1934,asamended.

“Security Agreement” shall mean the Security Agreement entered into by the Credit Parties

party thereto and the Collateral Agent for the benefit of the Secured Parties, substantially in the form of

Exhibit D.

“Security Documents” shall mean, collectively, the Pledge Agreement, the Security Agreement,

the Mortgages, intellectual property security agreements and each other security agreement or other

instrumentordocumentexecutedanddeliveredpursuanttoSections9.10,9.11,or9.13orpursuanttoany

other such Security Documents to secure the Obligations or to govern the lien priorities of the holders of

Liens on the Collateral.

“Series”shallhavethemeaningprovidedinSection2.14(a).

“Similar Business”shallmeananybusinessconductedorproposedtobeconductedbyHoldings,

Intermediate Holdings, the Borrower and the Restricted Subsidiaries (after giving effect to the

Acquisition)ontheClosingDateoranybusinessthatissimilar,reasonably related,synergistic,incidental

or ancillary thereto.

“SOFR” shall mean a rate equal to the secured overnight financing rate as administered by the

SOFR Administrator.

“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor

administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” shall mean the Federal Reserve Bank of New York’s

website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight

financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Rate Day” shall have the meaning provided in the definition of Daily Simple SOFR.

“SoldEntityorBusiness”shallhavethemeaningprovidedinthedefinitionoftheterm

“ConsolidatedEBITDA”.

“Solvent” shall mean, after giving effect to the consummation of the Transactions, (i) the sum of

the debt (including contingent liabilities) of Intermediate Holdings and its Subsidiaries, on a consolidated

basis,doesnotexceedthepresentfairsaleablevalueofthepresentassetsofIntermediateHoldingsandits

Subsidiaries, on a consolidated basis, (ii) the capital of Intermediate Holdings and its Subsidiaries, on a

consolidated basis, is not unreasonably small in relation to their business as contemplated on the date

hereof, (iii) Intermediate Holdings and its Subsidiaries, on a consolidated basis, have not incurred and do

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not intend to incur, or believe that they will incur, debts, including current obligations, beyond their

ability to pay such debts as they become due (whether at maturity or otherwise) or (iv) Intermediate

HoldingsanditsSubsidiaries,onaconsolidatedbasis,are“solvent”withinthemeaninggiventothatterm

and similar terms under applicable laws relating to fraudulent transfers and conveyances.

“Specified Acquisition Agreement Representations” shall mean the representations and

warranties made by the Company with respect to the Company and its Subsidiaries in the Acquisition

Agreement as are material to the interests of the Secured Parties, but only to the extent that Intermediate

Holdings (or any of its Affiliates) has the right to terminate its (or their) obligations pursuant to the

Acquisition Agreement as a result of a breach or inaccuracy of such representations and warranties in the

Acquisition Agreement.

“Specified Existing Revolving Credit Commitment” shall have the meaning provided in

Section 2.14(g)(ii).

“Specified Representations” shall mean the representations and warranties set forth in Sections

8.1, 8.2, 8.3(c), 8.5, 8.7, 8.16(as it relates to the creation, validity, perfection and priority of the security

interests in the Collateral), 8.17and 8.18.

“Specified Transaction” shall mean, with respect to any period, any Investment (including a

Permitted Acquisition), any asset sale, incurrence or repayment of Indebtedness, Restricted Payment,

Subsidiary designation, New Term Loan, Incremental Revolving Credit Commitment or other event or

action that in each case by the terms of this Agreement requires Pro Forma Compliance with a test or

covenant hereunder or requires such test or covenant to be calculated on a Pro Forma Basis.

“Sponsor”shallmeanOlympusGrowth FundVIII,L.PandOlympusGrowthFundVIIIParallel,

L.P., together with their respective managed funds and/or managed accounts and any Affiliates of the

foregoing (other than any other operating portfolio company).

“Spot Rate” for any currency shall mean the rate determined by the Administrative Agent to be

the rate quoted by the Administrative Agent as the spot rate for the purchase by the Administrative Agent

of such currency with another currency through its principal foreign exchange trading office at

approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign

exchangecomputationismade;providedthattheAdministrativeAgentmayobtainsuchspotratefrom

another financial institution designated by the Administrative Agent if it does not have as of the date of

determination a spot buying rate for any such currency.

“SPV”shallhavethemeaningprovidedinSection13.6(g).

“Stated Amount” of any Letter of Credit shall mean the maximum amount from time to time

available to be drawn thereunder, determined without regard to whether any conditions to drawing could

then be met; provided, however, that with respect to any Letter of Credit that by its terms or the terms of

any Issuer Document provides for one or more automatic increases in the stated amount thereof, the

Stated Amount shall be deemed to be the maximum stated amount of such Letter of Credit after giving

effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“Stock Equivalents” shall mean all securities convertible into or exchangeable for Capital Stock

and all warrants, options or other rights to purchase or subscribe for any Capital Stock, whether or not

presently convertible, exchangeable or exercisable.

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“Subordinated Indebtedness” shall mean Indebtedness of Intermediate Holdings or any other

GuarantorthatisbyitstermssubordinatedinrightofpaymenttotheobligationsIntermediateHoldingsor

such Guarantor, as applicable, under this Agreement or the Guarantee, as applicable.

“Subsidiary” of any Person shall mean and include (i)any corporation more than 50% of whose

CapitalStockofanyclass orclasseshavingbythetermsthereofordinaryvotingpowertoelectamajority

of the directors of such corporation (irrespective of whether or not at the time Capital Stock of any class

or classes of such corporation shall have or might have voting power by reason of the happening of any

contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, or (ii)any

limited liability company, partnership, association, joint venture, or other entity of which such Person

directly or indirectly through Subsidiaries has more than a 50% equity interest at the time.Unless

otherwise expressly provided, all references herein to a Subsidiary shall mean a Subsidiary of

Intermediate Holdings.

“SuccessorBorrower”shallhavethemeaningprovidedinSection10.3(a).

“SupportedQFC”shallhavethemeaningprovidedinSection13.25.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or

derivative transaction or option or similar agreement involving, or settled by reference to, one or more

rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing

indices or measures of economic, financial or pricing risk or value or any similar transaction or any

combinationof these transactions; providedthat no phantom stock or similar plan providingfor payments

only on account of services provided by current or former directors, officers, employees or consultants of

Intermediate Holdings or the Subsidiaries shall be a Swap Agreement.

“Swap Obligation” shall mean, with respect to any Credit Party, any obligation to pay or

perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of

Section 1(a)(47) of the Commodity Exchange Act.

“Swingline Commitment” shall mean the lesser of (i) $7,500,000 and (ii) the remaining portion

of the Revolving Credit Commitment.The Swingline Commitment is part of and not in addition to the

Revolving Credit Commitment.

“Swingline Exposure”shallmean,atanytime,theaggregateprincipalamountatsuchtimeofall

outstanding Swingline Loans.The Swingline Exposure of any Revolving Credit Lender at any time shall

equal its Revolving Credit Commitment Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” shall mean MidCap, in its capacity as lender of Swingline Loans hereunder

or, upon the resignation of MidCap as Agent hereunder, either (i) any Lender (or Affiliate or Approved

Fund of any Lender) that agrees, with the approval of Agent (or, if there is no such successor Agent, the

Required Lenders) and, so long as no Event of Default under Sections 11.1or 11.5is continuing, the

Borrower (not to be unreasonably withheld, delayed or conditioned), to act as the Swing Lender or (ii) to

the extent a successor Agent has been appointed in accordance with Section 12.9(d), such successor

Agent.

“SwinglineLoans”shallhavethemeaningprovidedinSection2.1(c).

“Swingline Maturity Date” shall mean, with respect to any Swingline Loan, the Revolving

Credit Maturity Date.

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“Taxes” shall mean any and all present or future taxes, duties, levies, imposts, assessments,

deductions, withholdings (including backup withholding), fees or other similar charges imposed by any

GovernmentalAuthorityandanyinterest,fines,penaltiesoradditionstotaxwithrespecttotheforegoing.

“TaxDistributions”shallhavethemeaningprovidedinSection10.5(s).

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such

Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to

Term SOFR.

“Term Loan Commitment” shall mean, with respect to each Lender, such Lender’s Initial Term

Loan Commitment and/or Delayed Draw Term Loan Commitment and, if applicable, New Term Loan

Commitment with respect to any Series and, if applicable, Replacement Facility Commitment with

respect to any Series.

“TermLoanExtensionRequest”shallhavethemeaningprovidedinSection2.14(g)(i).

“TermLoanIncreases”shallhavethemeaningprovidedinSection2.14(a).

“Term Loan Lender” shall mean, at any time, any Lender that has a Term Loan Commitment,

Delayed Draw Term Loan Commitment or an outstanding Term Loan at such time.

“Term Loan Maturity Date” shall mean January 2, 2031 or, if such date is not a Business Day,

the immediately preceding Business Day.

“TermLoanRepaymentAmount”shallhavethemeaningprovidedinSection2.5(b).

“Term Loans” shall mean the Initial Term Loans, the Delayed Draw Term Loans, any New

Term Loans, any applicable Replacement Facilities, and any Extended Term Loans, collectively.

“Term SOFR” shall mean (a) with respect to any Benchmark Rate Borrowing and for any tenor

comparable to the applicable Interest Period, the Term SOFR Reference Rate published two US

GovernmentSecuritiesBusinessDayspriortothe commencementoftheapplicableInterestPeriod(such

date, the “Interest Rate Determination Date”) and (b) with respect to any ABR Borrowing, the Term

SOFR Reference Rate for a tenor of one month published two US Government Securities Business Days

prior to the commencement of the applicable Interest Period.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited

(CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative

Agent in its reasonable discretion).

“Term SOFR Reference Rate” shall mean, for any tenor comparable to the applicable Interest

Period, the rate per annum determined by the Administrative Agent as the forward-looking term rate

based on SOFR; provided, however, that if as of 5:00 p.m. (New York City time) on any Interest Rate

Determination Date the Term SOFR Reference Rate for the applicable tenor has not been published by

the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR

Reference Rate has not occurred, then the Term SOFR Reference Rate will be the Term SOFR Reference

Rate for such tenor as published by the Term SOFR Administrator on the first preceding US Government

Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the

Term SOFR Administrator so long as such first preceding US Government Securities Business Day is not

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more than three (3) US Government Securities Business Days prior to such Interest Rate Determination

Date.

“Test Period” shall mean, for any determination under this Agreement, the four consecutive

fiscal quarters of Intermediate Holdings most recently ended on or prior to such date of determination and

for which Section9.1 Financials shall have been delivered (or were required to be delivered) to the

Administrative Agent, including (except for purposes of determining compliance with Section 10.9), at

the election of Intermediate Holdings, financial statements for the most recent period of four fiscal

quarters which are internally available at the time of determination (so long as such financial statements

are delivered to the Administrative Agent prior to or concurrently with such determination and such

financialstatementsshall beasofmonthend,inreasonabledetailanddeliveredtogetherwithacertificate

substantiallyconsistentwiththoserequiredunderSection9.1(d))(or,beforethefirstdeliveryof

Section9.1 Financials, the most recent period of four fiscal quarters at the end of which financial

statements are available).

“Threshold Amount” shall mean the greater of (x)$12,000,000 and (y)30% of Consolidated

EBITDA for the most recently ended Test Period.

“TitlePolicy”shallhavethemeaningprovidedinSection9.13(c).

“Total Credit Exposure” shall mean, at any date, the sum, without duplication, of (i)the Total

Revolving Credit Commitment at such date (or, if the Total Revolving Credit Commitment shall have

terminated on such date, the aggregate Revolving Credit Exposure of all Lenders at such date), (ii)the

Total Term Loan Commitment at such date, and (iii)without duplication of clause(ii), the aggregate

outstanding principal amount of all Term Loans at such date.

“Total Initial Term Loan Commitment” shall mean the sum of the Initial Term Loan

Commitments of all Lenders.

“Total Revolving Credit Commitment” shall mean the sum of the Revolving Credit

Commitments of all the Lenders.

“Total Term Loan Commitment” shall mean the sum of (i) the Initial Term Loan

Commitments, (ii) the Delayed Draw Term Loan Commitments and (iii) the New Term Loan

Commitments, if applicable, of all the Lenders.

“Transaction Expenses” shall mean any fees, costs, or expenses incurred or paid by Holdings,

Intermediate Holdings, the Borrower, or any of their respective Affiliates in connection with the

Transactions, this Agreement, and the other Credit Documents, and the transactions contemplated hereby

and thereby.

“Transactions” shall mean, collectively, the Acquisition, the other transactions contemplated by

this Agreement, the Acquisition Agreement, the Equity Investment, the Existing Debt Facilities

Refinancing and the consummation of any other transactions in connection with the foregoing.

“Transferee”shallhavethemeaningprovidedinSection13.6(e).

“Transformative Transaction” shall mean any transaction of Intermediate Holdings or any

Restricted Subsidiary of a target that is either (a) for consideration in excess of $30,000,000 after giving

Pro Forma Effect to such transaction, (b) not permitted by the terms of this Agreement immediately prior

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to the consummation of such transaction or (c) if permitted by the terms of this Agreement immediately

prior to the consummation of such transaction, would not provide Holdings, Intermediate Holdings, the

Borrower and the other Restricted Subsidiaries with adequate flexibility under the Credit Documents for

the continuation and/or expansion of their combined operations following such consummation, as

determined by Intermediate Holdings acting in good faith.

“Type”shallmeanastoanyLoan,itsnatureasanABRLoanoraBenchmarkRateLoan.

“UCP” shall mean, with respect to any Letter of Credit, the Uniform Customs and Practice for

Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later

version thereof as may be in effect at the time of issuance).

“UK Financial Institutions” shall mean any BRRD Undertaking under the PRA Rulebook (as

amendedfromtimetotime)promulgatedbytheUnitedKingdomPrudentialRegulationAuthority)orany

person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by

the United Kingdom Financial Conduct Authority, which includes certain credit institutions and

investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” shall mean the Bank of England or any other public administrative

authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement

excluding the related Benchmark Replacement Adjustment.

“Undisclosed Administration” shall mean in relation to a Lender or its parent company, the

appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other

similar official by a supervisory authority or regulator under or based on the law in the country where

such Lender or such parent company is subject to home jurisdiction supervision if applicable law requires

that such appointment is not to be publicly disclosed.

“Uniform Commercial Code” shall mean the UniformCommercial Code or any successor

provisionthereofasthesamemayfromtimetotimebeineffectintheStateofNewYorkorthe

UniformCommercialCodeoranysuccessorprovisionthereof(orsimilarcodeorstatute)ofanother

jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“UnpaidDrawing”shallhavethemeaningprovidedinSection3.4(a).

“Unrestricted Subsidiary” shall mean (i)any Subsidiary of Intermediate Holdings which at the

time of determination is an Unrestricted Subsidiary (as designated by the sole member, or similar

governing body, of Intermediate Holdings, as provided below) and (ii)any Subsidiary of an Unrestricted

Subsidiary.

The sole member, or similar governing body, of Intermediate Holdings may designate any

Subsidiary of Intermediate Holdings (including any existing Subsidiary and any newly acquired or newly

formed Subsidiary) other than any Borrower to be an Unrestricted Subsidiary, unless such Subsidiary or

any of its Subsidiaries owns any Material Intellectual Property or directly or indirectly owns any Equity

Interests or Indebtedness of, or owns or holds any Lien on, any property of, Intermediate Holdings or any

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Subsidiary of Intermediate Holdings (other than any Subsidiary of the Subsidiary to be so designated or

an Unrestricted Subsidiary); providedthat:

(a)at the time of and immediately after giving effect to such designation, no Event

of Default shall have occurred and be continuing; and

(b)the designation of any Subsidiary as an Unrestricted Subsidiary after the Closing

Date shall constitute an Investment subject to Section 10.6by Intermediate Holdings therein (and

no such designation shall be permitted unless suchinvestment is permitted by Section 10.6) at the

date of designation in an amount equal to the Fair Market Value of the Intermediate Holdings’ or

the Subsidiary’s (as applicable) investment therein.

The sole member, or similar governing body, of Intermediate Holdings may designate any

Unrestricted Subsidiary to be a Restricted Subsidiary; providedthat, immediately after giving effect to

such designation, no Event of Default shall have occurred and be continuing; provided, further, that such

designation shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such

Subsidiary existing at such time.

Any such designation by the sole member, or similar governing body, of Intermediate Holdings

shall be notified by Intermediate Holdings to the Administrative Agent by promptly delivering to the

Administrative Agent a copy of the board resolution giving effect to such designation and a certificate of

an Authorized Officer of Intermediate Holdings certifying that such designation complied with the

foregoing provisions.

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

“U.S.Lender”shallhavethemeaningprovidedinSection5.4(e)(ii)(A).

“US Government Securities Business Day” shall mean any day except for (a) a Saturday, (b) a

Sunday or(c) a day on which the Securities Industry and FinancialMarkets Association recommends that

thefixedincomedepartmentsofitsmembersbeclosedfortheentiredayforpurposesoftradinginUnited

States government securities.

“U.S.SpecialResolutionRegime”shallhavethemeaningprovidedinSection13.25.

“Voting Stock” shall mean, with respect to any Person as of any date, the Capital Stock of such

Person that is at the time entitled to vote in the election of the board of directors or other managing

authority of such Person.

“Wholly-Owned Restricted Subsidiary” of any Person shall mean a Restricted Subsidiary of

such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than

directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned

Subsidiaries of such Person.

“Wholly-Owned Subsidiary” of any Person shall mean a Subsidiary of such Person, 100% of

the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying

shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such

Person.

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“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or

partial withdrawal from such Multiemployer Plan, as such terms are defined in Title IV of ERISA.

“Withholding Agent” shall mean any Credit Party, the Administrative Agent and, in the case of

any U.S. federal withholding Tax, any other applicable withholding agent.

“Write-Down and Conversion Powers” shall mean, (a) with respect to any EEA Resolution

Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time

under the Bail-In Legislation for the applicable EEA Member Country, whichwrite-down and conversion

powers are described in the EU Bail-In Legislation Schedule, United Kingdom, any powers of the

applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the

form of a liability of any UK Financial Institution or any contract or instrument under which that liability

arises, to convert all or part of that liability into shares, securities or obligations of that person or any

other person, to provide that any such contract or instrument is to have effect as if a right had been

exercised under it or to suspend any obligation in respect of that liability or any of the powers under that

Bail-In Legislation that are related to or ancillary to any of those powers.

1.2Other Interpretive Provisions.With reference to this Agreement and each other Credit

Document, unless otherwise specified herein or in such other Credit Document:

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

the defined terms.

(b)The words “herein”, “hereto”, “hereof”, and “hereunder” and words of similar import

when used in any Credit Document shall refer to such Credit Document as a whole and not to any

particular provision thereof.

(c)Section, Exhibit, and Schedulereferences are to the Credit Document in which such

reference appears.

(d)Theterm“including”isbywayofexampleandnotlimitation.

(e)The term “documents” includes any and all instruments, documents, agreements,

certificates, notices, reports, financial statements and other writings, however evidenced, whether in

physical or electronic form.

(f)In the computation of periods of time from a specified date to a later specified date, the

word “from” shall mean “from and including”; the words “to” and “until” each mean “to but excluding”;

and the word “through” shall mean “to and including”.

(g)Sectionheadings herein and in the other Credit Documents are included for convenience

of reference only and shall not affect the interpretation of this Agreement or any other Credit Document.

(h)Thewords“asset”and“property”shallbeconstruedtohavethesamemeaningandeffect

and to refer to any and all tangible and intangible assets and properties, including cash, securities,

accounts and contract rights.

(i)All references to “knowledge” or “awareness” of any Credit Party or any Restricted

Subsidiary thereof shall mean the actual knowledge of an Authorized Officer of such Credit Party or such

Restricted Subsidiary.

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(j)Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation,

assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division or plan of

division of or by a limited liability company under Delaware law (or any comparable event under a

different jurisdiction’s laws), or an allocation of assets to a series of a limited liability company (or the

unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation,

consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a

separate Person. Any division of a limited liability company shall constitute a separate Person hereunder

(and each division of any limited liability company that is a Subsidiary, joint venture or any other like

term shall also constitute such a Person or entity) and such separate Person shall be deemed to have been

organized on the first date of its existence by the holders of its Equity Interests at such time.

1.3AccountingTerms.

(a)Except as expressly provided herein, all accounting terms not specifically or completely

defined herein shall be construed in conformity with, and all financial data (including financial ratios and

other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in

conformity with, GAAP, applied in a consistent manner.

(b)Notwithstanding anything to the contrary herein, for purposes of determining compliance

with any test or covenant contained in this Agreement with respect to any period during which any

Specified Transaction occurs, the Consolidated Total Debt to Consolidated EBITDA Ratio, the

Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio and the Consolidated Senior

Secured Debt to Consolidated EBITDA Ratio shall each be calculated with respect to such period and

such Specified Transaction on a Pro Forma Basis.

(c)Where reference is made to “Intermediate Holdings and the Restricted Subsidiaries on a

consolidated basis” or similar language, such consolidation shall not include any Subsidiaries of

Intermediate Holdings other than Restricted Subsidiaries.

1.4Rounding.Any financial ratios required to be maintained by Intermediate Holdings

pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under

this Agreement) shall be calculated by dividing the appropriate component by the other component,

carrying the result to one place more than the number of places by which such ratio is expressed herein

and rounding the result up or down to the nearest number.

1.5ReferencestoAgreements,Laws,Etc.  Unlessotherwiseexpresslyprovidedherein,

(a)references to organizational documents, agreements (including the Credit Documents), and other

Contractual Requirements shall be deemed to include all subsequent amendments, restatements,

amendment and restatements, extensions, supplements, modifications, replacements, refinancings,

renewals, or increases, but only to the extent that such amendments, restatements, amendment and

restatements, extensions, supplements, modifications, replacements, refinancings, renewals, or increases

are not prohibited by any Credit Document; and (b)references to any Requirements of Law shall include

all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting

such Requirements of Law.

1.6Exchange Rates.Notwithstanding the foregoing, for purposes of any determination

under Section2.14, Section9, Section10or Section11or any determination under any other provision of

this Agreement expressly requiring the use of a current exchange rate, all amounts incurred, outstanding,

or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars

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at the Spot Rate; provided, however, that for purposes of determining compliance with Section2.14or

Section10with respect to the amount of any Indebtedness, Investment, Lien, Asset Sale, or Restricted

Payment in a currency other than Dollars, no Default or Event of Default shall be deemed to have

occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness,

Lien or Investment is incurred or after such Asset Sale or Restricted Payment is made; providedthat, for

the avoidance of doubt, the foregoing provisions of this Section1.6shall otherwise apply to such

Sections, including with respect to determining whether any Indebtedness, Lien, or Investment may be

incurred or Asset Sale or Restricted Payment made at any time under such Sections.For purposes of any

determination of Consolidated Total Debt, Consolidated Senior Secured Debt or Consolidated First Lien

Secured Debt, amounts in currencies other than Dollars shall be translated into Dollars at the currency

exchange rates used in preparing the most recently delivered Section 9.1 Financials.

1.7Rates.The Administrative Agent does not warrant, nor accept responsibility, nor shall

the Administrative Agent have any liability with respect to the administration, submission, or any other

matter related to the rates in the definition of Benchmark Rate or with respect to any comparable or

successor rate thereto.

1.8Times of Day.Unless otherwise specified, all references herein to times of day shall be

references to Eastern time (daylight or standard, as applicable).

1.9Timing of Payment or Performance.Except as otherwise provided herein, when the

payment of any obligation or the performance of any covenant, duty, or obligation is stated to be due or

performance required on (or before) a day which is not a Business Day, the date of such payment (other

than as described in the definition of “Interest Period”) or performance shall extend to the immediately

succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as

the case may be.

1.10Certifications.Allcertificationstobemadehereunderbyanofficerorrepresentativeofa

Credit Party shall be made by such a Person in his or her capacity solely as an officer or a representative

of such Credit Party, on such Credit Party’s behalf and not in such Person’s individual capacity.

1.11Compliance with Certain Sections.In the event that any Lien, Investment, Indebtedness

(whether at the time of incurrence or upon application of all or a portion of the proceeds thereof),

disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of

Indebtedness meets the criteria of one or more than one of the categories of transactions then permitted

pursuanttoanyclauseorsubsectionofSections10.1,10.2,10.3,10.4,10.5,10.6(otherthanSection

10.6(z)(ii)), 10.7or 10.14, then such transaction (or portion thereof) at any time shall be allocated to one

or more of such clausesor subsections within the relevant sections as determined by Intermediate

Holdings in its sole discretion at such time. In addition, Intermediate Holdings shall be permitted to later

(on one or more occasions) re-divide and/or reclassify any such transactions as occurring under one or

more of the clauses within the relevant sections as determined by Intermediate Holdings in its sole

discretion at such time, including to reclassify utilization of any Fixed Amounts as incurred under any

Incurrence Based Amounts, including any financial incurrence tests; provided, that if any financial

incurrence tests would be satisfied in any subsequent fiscal quarter following the utilization of any Fixed

Amounts or other Incurrence Based Amounts, such reclassifications shall be deemed to have

automatically occurred if not elected by Intermediate Holdings.

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1.12ProFormaandOtherCalculations.

(a)For purposes of calculating the Consolidated First Lien Secured Debt to Consolidated

EBITDA Ratio, Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, Consolidated Total

Debt to Consolidated EBITDA Ratio, Investments, acquisitions, dispositions, mergers, consolidations,

and disposed operations (as determined in accordance with GAAP) that have been made by Intermediate

Holdings or any Restricted Subsidiary during the Test Period or subsequent to such Test Period and on or

prior to or simultaneously with the date of determination shall be calculated on a Pro Forma Basis

assuming that all such Investments, acquisitions, dispositions, mergers, consolidations, and disposed

operations (and the change in any associated fixed charge obligations and the change in Consolidated

EBITDA resulting therefrom) had occurred on the first day of the Test Period; providedthat when

calculating the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio for purposes of the

definition of “Applicable Margin” or, except as expressly set forth therein, Section 5.2(a)(ii) and the

Consolidated Total Debt to Consolidated EBITDA Ratio for purposes of determining actual compliance

with Section 10.9 (and not pro forma compliance, compliance on a Pro Forma Basis or determining

compliance giving Pro Forma Effect to a transaction), any such transactions occurring subsequent to the

end of the applicable Test Period shall not be given pro forma effect.If, since the beginning of such

period, any Person (that subsequently became a Restricted Subsidiary or was merged with or into

Intermediate Holdings or any Restricted Subsidiary since the beginning of such period) shall have made

any Investment, acquisition, disposition, merger, consolidation, or disposed operation that would have

required adjustment pursuant to this definition, then the Consolidated First Lien Secured Debt to

Consolidated EBITDA Ratio, Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, and

Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated giving Pro Forma Effect

thereto for such Test Period as if such Investment, acquisition, disposition, merger, consolidation, or

disposed operation had occurred at the beginning of the Test Period.Notwithstanding anything to the

contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in

reliance on a provision of this Agreement that does not require compliance with a financial ratio or test

(including, without limitation, the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio,

the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to

Consolidated EBITDA Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with

any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this

Agreement that requires compliance with any such financial ratio or test (any such amounts, the

“Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash

proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the

Incurrence Based Amounts in connection with such substantially concurrent incurrence. For the

avoidanceofdoubt,forpurposesofcalculatinganyConsolidatedFirstLienSecuredDebttoConsolidated

EBITDARatio,ConsolidatedSeniorSecuredDebttoConsolidatedEBITDARatio,orConsolidatedTotal

Debt to Consolidated EBITDA Ratio required to be satisfied as a condition to the incurrence of any

Indebtedness,theproceedsofanyIndebtednessbeingincurredinrelianceonsuchratioshallnotbenetted

(butIntermediateHoldingsmaygiveProFormaEffectto,amongotherthings,therepaymentofany

Indebtedness to be repaid with such proceeds).

(b)Whenever Pro Forma Effect is to be given to a transaction, the pro forma calculations

shall be made in good faith by a responsible financial or accounting officer of Intermediate Holdings (and

may include, for the avoidance of doubt and without duplication, cost savings, operating expense

reductions, operating enhancements and other cost synergies (in each case net of amounts actually

realized and costs incurred to achieve the same) resulting from such Investment, acquisition, merger, or

consolidation which is being given Pro Forma Effect; providedthat such costs savings, operating expense

reductions,operatingenhancementsandothersynergies(ineachcasenetofamountsactuallyrealizedand

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costsincurredtoachievethesame)aremadeincompliancewiththedefinitionofProFormaAdjustment).

If any Indebtedness bears a floating rate of interest and is being given Pro Forma Effect, the interest on

such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the

applicable rate for the entire period (taking into account for such entire period, any Hedging Obligation

applicable to such Indebtedness with a remaining term of 12 months or longer, and in the case of any

Hedging Obligation applicable to such Indebtedness with a remaining term of less than 12 months, taking

intoaccountsuchHedgingObligationtotheextentofitsremainingterm).InterestonaCapitalizedLease

Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial

or accounting officer of Intermediate Holdings to be the rate of interest implicit in such Capitalized Lease

Obligation in accordance with GAAP.For purposes of making the computation referred to above,

interest on any Indebtedness under a revolving credit facility computed on a Pro Forma Basis shall be

computed based upon the average daily balance of such Indebtedness during the applicable period (or, if

lower, the greater of (i)maximum commitments under such revolving credit facilities as of the date of

determination and (ii)the aggregate principal amount of loans outstanding under such revolving credit

facilities on such date).Interest on Indebtedness that may optionally be determined at an interest rate

based upon afactor of a prime or similar rate, a eurocurrency interbank offeredrate, or otherrate, shall be

deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate

chosen as Intermediate Holdings may designate.For the avoidance of doubt, in connection with the

incurrence of any Indebtedness under Section 2.14, the definition of Required Lenders shall be calculated

on a Pro Forma Basis in accordance with this Section 1.12, Section 2.14and the definition of Maximum

Incremental Facilities Amount.

(c)In connection with any action being taken solely in connection with a Limited Condition

Transaction, for purposes of:

(i)determining compliance with any provisionof this Agreement which requires the

calculation of the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio, Consolidated

Senior Secured Debt to Consolidated EBITDA Ratio or Consolidated Total Debt to Consolidated

EBITDA Ratio;

(ii)determining the accuracy of representations and warranties in Section8and/or

whether a Default or Event of Default shall have occurred and be continuing under Section 11; or

(iii)testing availability under baskets set forth in this Agreement (including baskets

measured as a percentage of Consolidated EBITDA or Consolidated Total Assets); in each case, at the

option of Intermediate Holdings (Intermediate Holdings’ election to exercise such option in connection

with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any

such action is permitted hereunder, shall be deemed to be the date the definitiveagreementsforsuch

LimitedConditionTransactionareenteredinto(or,inrespectofanytransaction described in clause

(ii)of the definition of a Limited Condition Transaction, delivery of irrevocable notice or similar event)

(the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and

the other transactions to be entered into in connection therewith (tothe extent reasonably necessary to

consummate such Investment, acquisition, merger, consolidation or similar transaction or repayment,

repurchase or refinancing of Indebtedness) (including any incurrence of Indebtedness and the use of

proceeds thereof and any Disposition of assets contemplated in connection therewith) as if they had

occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, Intermediate

Holdings could have taken such action on the relevant LCT Test Date in compliance with such ratio or

basket, such ratio or basket shall be deemed to have been complied with; provided, that, no Event of

Default under Section 11.1or 11.5shall exist at the time of consummation of such Limited Condition

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Transaction.For the avoidance of doubt, if Intermediate Holdings has made an LCT Election and any of

the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded

as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated

EBITDA of Intermediate Holdings or the Person subject to such Limited Condition Transaction, at or

prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed

to have been exceeded as a result of such fluctuations.If Intermediate Holdings has made an LCT

Election for any Limited Condition Transaction, then in connection with any subsequent calculation of

any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of

Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantiallyallofthe

assetsofIntermediateHoldings,theprepayment,redemption,purchase,defeasance or other satisfaction of

Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date

and prior to the earlier of (i)the date on which such Limited Condition Transaction is consummated or (ii)

the date that the definitive agreement for such Limited Condition Transaction is entered into without

consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a

Pro Forma Basis (x) in all cases, assuming such Limited Condition Transaction and other transactions in

connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have

been consummated and (y) solely in connection with any proposed Restricted Payment or prepayment of

Junior Debt, assuming such Limited Condition Transaction and other Pro Forma events in connection

therewith (including any incurrence of Indebtedness and Liens) have not been consummated.

(d)Notwithstanding anything to the contrary in this Section1.12or in any classification

under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for

the disposition thereof has been entered into as discontinued operations, no Pro Forma Effect shall be

given to any discontinued operations (and the Consolidated EBITDA attributable to any such Person,

business, assets or operations shall not be excluded for any purposes hereunder) until such disposition

shall have been consummated.

(e)Any determination of Consolidated Total Assets shall be made by reference to the last

day of the Test Period most recently ended on or prior to the relevant date of determination.

(f)Except as otherwise specifically provided herein, all computations of Excess Cash Flow,

Consolidated Total Assets, Available Amount, Consolidated First Lien Secured Debt to Consolidated

EBITDA Ratio, Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, Consolidated Total

Debt to Consolidated EBITDA Ratio and other financial ratios and financial calculations (and all

definitions (including accounting terms) used in determining any of the foregoing) and all computations

and all definitions (including accounting terms) used in determining compliance with Section10.9shall

be calculated, in each case, with respect to Intermediate Holdings and the Restricted Subsidiaries on a

consolidated basis and (ii) shall exclude the application of ASC 606.

(g)All leases of any Person that are or would have been characterized as operating leases in

accordance with GAAP immediately prior to December 15, 2018 (whether or not such leases were in

effect on such date) shall be accounted for as operating leases (and not as Capital Leases) for purposes of

this Agreement regardless of any change in GAAP following December 15, 2018 that would otherwise

require such leases to be recharacterized as Capital Leases, to the extent that financial reporting shall not

be affected hereby; provided, however, that, solely for the purposes of determining whether a lease

constitutes Indebtedness for the purposes of Section10.1(d), any obligations relating to a lease that was

accounted for by Intermediate Holdings and/or its Subsidiaries as an operating lease as of December 15,

2018 and any similar lease assumed or entered into after December 15, 2018 shall be accounted for as an

operating lease and not a Capitalized Lease Obligation for all purposes thereunder; provided, further, that

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notwithstanding any other provision contained herein, any lease that is or would be characterized as an

operating lease for purposes of GAAP prior to the issuance of FASB ASU No. 2016-02 shall continue to

be accounted for as an operating lease for purposes of this Agreement (whether or not such operating

lease was in effect on such date) notwithstanding the fact that such lease is required in accordance with

the ASU (on a prospective or retroactive basis or otherwise) to be treated as a Capitalized Lease in the

financial statements to be delivered pursuant to Section 9.1. All Capital Leases that were assumed by

Intermediate Holdings ora Restricted Subsidiary in connection with any Permitted Acquisition or were in

existence at the time any Person became a Restricted Subsidiary as a result of a Permitted Acquisition

(andnot,ineachcase,incurredorcreatedincontemplationofsuchPermittedAcquisition)shallbetreated

as operating leases for the purpose of calculating Consolidated EBITDA, the Consolidated First Lien

Secured Debt to Consolidated EBITDA Ratio, the Consolidated Senior Secured Debt to Consolidated

EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or any other financial

definition or ratio in any Credit Document and, in the case of any Indebtedness or Liens initially incurred

in reliance on an amount calculated based on a percentage of Consolidated EBITDA, such Indebtedness

or Liens may be refinanced in a manner that is otherwise in accordance with the provisions of this

Agreement in an amount not in excess of the original principal amount therefor (without giving effect to

any fees, premiums, original issue discount or similar amounts, but giving effect to any capitalized

interest or other amounts that increase such principal), notwithstanding that Consolidated EBITDA may

no longer permit the initial incurrence of such amount at such time.

1.13Form Intercreditor Agreement.Notwithstanding anything to the contrary herein, an

Acceptable Intercreditor Agreement shall be deemed to be reasonable and acceptable to the

Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to

have consented to the use of each such intercreditor agreement (and to the Administrative Agent’s

execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed

by Intermediate Holdings or any of its Subsidiaries pursuant to Section 10.1.

1.14MakingorMaintainingBenchmarkRateLoans.

(a)InabilitytoDetermineApplicableInterestRate.Subjecttoclauses(b),(c),(d),(e)and

(f)ofthisSection1.14,if:

(1)the Administrative Agent determines (which determination shall

be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term

Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining Term SOFR

(including because the Term SOFR Reference Rate is not available or published on a current basis), for

such Interest Period; or

(2)the Administrative Agent is advised by the Required Lenders

thatpriortothecommencementofanyInterestPeriodforaTermBenchmarkBorrowing,theAdjusted

Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders

(or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such

Interest Period; then the Administrative Agent will promptly so notify the Borrower and each Lender.

Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make

Benchmark Rate Loans, and any right of the Borrower to continue Benchmark Rate Loans or to convert

ABR Loansto Benchmark Rate Loans, shall be suspended (to the extent of the affected Benchmark Rate

Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the

instruction of theRequiredLenders)revokessuchnotice.Uponreceiptofsuchnotice,(i)theBorrower

mayrevokeany pendingrequestforaborrowingof,conversiontoorcontinuationofBenchmarkRate

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Loans(totheextent of the affected Benchmark Rate Loans or affected Interest Periods) or, failing that,

the Borrower will be deemedtohaveconvertedanysuchrequestintoarequestforaBorrowingofor

conversiontoABRLoans in the amount specified therein and (ii) any outstanding affected Benchmark

Rate Loans will be deemedto have been converted into ABR Loans at the end of the applicable Interest

Period.Upon any such conversion, the Borrower shall also pay accrued interest on the amount so

converted, together with any additional amounts required pursuant to Section 2.11.Subject to this Section

1.14, if the Administrative Agent determines (which determination shall be conclusive and binding absent

manifest error) that Term SOFR cannot be determined pursuant to the definition thereof on any given day,

the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to

clause (iii)of the definition of “ABR” until the Administrative Agent revokes such determination.

(b)Notwithstanding anything to the contrary herein or in any other Credit Document, if a

Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any

setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance

with clause (1)of the definition of “Benchmark Replacement” for such Benchmark Replacement Date,

such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any

Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any

amendment to, or further action or consent of any other party to, this Agreement or any other Credit

Document and (y) if a Benchmark Replacement is determined in accordance with clause (2)of the

definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark

Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in

respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business

Day after the date notice of such Benchmark Replacement is provided to the Lenders without any

amendment to, or further action or consent of any other party to, this Agreement or any other Credit

Document so long as the Administrative Agent has not received, by such time, written notice of objection

to such Benchmark Replacement from Lenders comprising the Required Lenders.If the Benchmark

Replacement is Adjusted Daily Simple SOFR, all interest payments will be payable on a monthly basis.

(c)In connection with the use, administration, adoption or implementation of a Benchmark

Replacement, the Administrative Agent will have the right to make Conforming Changes from time to

time and, notwithstanding anything to the contrary herein or in any other Credit Document, any

amendmentsimplementingsuchConformingChangeswillbecomeeffectivewithoutanyfurtheractionor

consent of any other party to this Agreement or any other Credit Document.

(d)The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the

implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in

connection with the use, administration, adoption or implementation of a Benchmark Replacement.The

Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a

BenchmarkpursuanttoSection1.14and(y)thecommencementofanyBenchmarkUnavailabilityPeriod.

Any determination, decision or election that may be made by the Administrative Agent or, if applicable,

any Lender (or group of Lenders) pursuant to this Section 1.14, including any determination with respect

toatenor,rateoradjustmentoroftheoccurrenceornon-occurrenceofanevent,circumstanceordateand

any decision to take or refrain from taking any action or any selection, will be conclusive and binding

absent manifest error and may be made in its or their sole discretion and without consent from any other

party to this Agreement or any other Credit Document, except, in each case, as expressly required

pursuant to this Section 1.14.

(e)Unavailability of Tenor of Benchmark.Notwithstanding anything to the contrary herein

or in any other Credit Document, at any time (including in connection with the implementation of a

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Benchmark Replacement), (i) if the then-current Benchmark Rate is a term rate (including Term SOFR)

and either (A) any tenor for such Benchmark Rate is not displayed on a screen or other information

service that publishes such rate from time to time as selected by the Administrative Agent, in consultation

with the Borrower and in its reasonable discretion or (B) the Term SOFR Administrator or the regulatory

supervisor for the administrator of such Benchmark Rate has provided a public statement or publication

of information announcing that any tenor for such Benchmark Rate is not or will not be representative or

in compliance with or aligned with the International Organization of Securities Commissions (IOSCO)

Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of

“Interest Period” (orany similar or analogousdefinition) forany Benchmark Rate settings ator after such

time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a

tenor that was removed pursuant to clause (i)above either (A) is subsequently displayed on a screen or

information service for a Benchmark Rate (including a Benchmark Replacement) or (B) is not, or is no

longer, subject to an announcement that it is not or will not be representative or in compliance with or

aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial

Benchmarks foraBenchmarkRate(includingaBenchmarkReplacement),thentheAdministrativeAgent

may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark

settings at or after such time to reinstate such previously removed tenor.

(f)Upon the Borrower’s receipt of notice of the commencement of a Benchmark

Unavailability Period, theBorrower may revoke anypending request for a Benchmark Rate Borrowing

of, conversion to or continuation of Benchmark Rate Loans to be made, converted or continued during

any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted

any such request into a request for a Borrowing of or conversion to ABR Loans.During a Benchmark

UnavailabilityPeriodoratanytimethatatenorforthethen-currentBenchmarkisnotanAvailableTenor,

the component of ABR based upon the then-current Benchmark Rate or such tenor for such Benchmark

Rate, as applicable, will not be used in any determination of ABR.

(g)Reserves on Benchmark Rate Loans.The Borrower shall pay to each Lender, as long as

such Lender shall be required under regulations of the Federal Reserve Board to maintain reserves with

respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known

as “Eurocurrency liabilities”), additional costs on the unpaid principal amount of each Benchmark Rate

Loan equal to actual costs of such reserves allocated to such Loan by such Lender (as determined by such

Lender in good faith, which determination shall be conclusive absent demonstrable error), payable on

each date on which interest is payable on such Loan provided the Borrower shall have received at least

fifteen(15)days’priorwrittennotice(withacopytotheAdministrativeAgent)ofsuchadditionalinterest

from the Lender.If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment

Date, such additional interest shall be payable fifteen (15) days from receipt of such notice.

Section2.AmountandTermsofCredit.

2.1Commitments.

(a)Subject to and upon the terms and conditions herein set forth, (i) each Lender having an

Initial Term Loan Commitment severally agrees to make a loan or loans denominated in Dollars (each, an

“Initial Term Loan”)totheBorrowerontheClosingDate,whichInitialTermLoansshallnotexceedfor

any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed

$200,000,000, and (ii) each Lender having a Delayed Draw Term Loan Commitment severally agrees to

make a loan or loans denominated in Dollars (each, a “Delayed Draw Term Loan”) to the Borrower

from time to time during the Delayed Draw Term Loan Availability Period in Dollars (such date, a

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“Delayed Draw Term Loan Funding Date”),whichDelayedDrawTermLoansshallnotexceedforany

such Lender the Delayed Draw Term Loan Commitment of such Lender and in the aggregate shall not

exceed $75,000,000. All Delayed Draw Term Loans, from and after the date of funding thereof shall,

unless otherwise elected by the Borrower, be their own Class or may become part of and be deemed to be

ofthesameClassastheInitialTermLoanoranyotherClassofexistingTermLoans.TermLoans

(i)mayattheoptionoftheBorrowerbe incurredandmaintainedas,and/orconvertedinto,ABRLoansor

Benchmark Rate Loans; providedthat all Term Loans made by each of the Lenders pursuant to the same

Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the

sameType,(ii)mayberepaidorprepaid(withoutpremiumorpenaltyotherthanassetforthin

Section5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be

reborrowed,(iii)shallnotexceedforanysuchLendertheInitialTermLoanCommitmentofsuchLender,

(iv)shall not exceedforanysuchLendertheDelayedDrawTermLoanCommitmentofsuchLenderand

(v)shall not exceed in the aggregate the Total Initial Term Loan Commitment.On the Term Loan

MaturityDate,allthenunpaidInitialTermLoansandDelayedDrawTermLoansshallberepaidinfullin

Dollars.

Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender

severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrower from its

applicable lending office (each, including any refinancing thereof, a “Revolving Credit Loan”) in an

aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit

Lender’s Revolving CreditCommitment, providedthatsuch Revolving CreditLoans (A) shallbe made at

any time and from time to time on (subject to the proviso at the end of this Section 2.1(b))and after the

Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be

incurred and maintained as, and/or converted into, ABR Loans or Benchmark Rate Loans that are

Revolving Credit Loans; providedthat all Revolving Credit Loans made by each of the Lenders pursuant

to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving

Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in

accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect

thereto and to the application of theproceeds thereof, result in such RevolvingCredit Lender’s Revolving

Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving

Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time

and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any

time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time

exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the

Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time

exceeding the aggregate Revolving Credit Commitment with respect to such Class. The Revolving Credit

Loan (exclusive of Letter of Credit usage) will be made available on the Closing Date to finance (i) the

Transactions,purchasepriceadjustments,TransactionExpensesandgeneralcorporatepurposesinan

amountnottoexceed$5,000,000intheaggregateand(ii)workingcapitalneeds(including,without

limitation, to pay for working capital adjustments under the Acquisition Agreement).

Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its

individual capacity, agrees, at any time and from time to time on and after the Closing Date and prior to

the Swingline Maturity Date, to make a loan or loans denominated in Dollars (each, a “Swingline Loan”

and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i)shall be ABR

Loans, (ii)shall have the benefit of the provisions of this Section2.1(c), (iii)shall not exceed at any time

outstanding the Swingline Commitment, (iv)shall not, after giving effect thereto and to the application of

the proceeds thereof, result at any time in (1) the aggregate principal amount of all Revolving Credit

Loans and Swingline Loans held by the Swingline Lender (and if the Swingline Lender is not also a

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Revolving Credit Lender, by each of its Affiliates that is a Revolving Credit Lender) would exceed the

Revolving Credit Commitment of such Swingline Lender (and such Affiliates, if any) or (2) the aggregate

amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total

Revolving Credit Commitments at such time and (v)may be repaid and reborrowed in accordance with

the provisions hereof.So long as any Lender is a Defaulting Lender, the Swingline Lender may require,

in its sole discretion, as a condition precedent to the issuance, amendment or increase of any Swingline

Loan, that the Borrower Cash Collateralize such Swingline Loan in an amount equal to the Swingline

Lender’s Fronting Exposure immediately prior to, or simultaneously with, the issuance, amendment or

increase of such Swingline Loan.On the Swingline Maturity Date, all Swingline Loans shall be repaid in

full.The Swingline Lender shall not make any Swingline Loan after receiving a written notice from

Holdings,IntermediateHoldings,theBorrower,theAdministrativeAgentortheRequiredLendersstating

that one or more applicable conditions contained in Section 7shall not be satisfied to the extent required

thereby until such time as the Swingline Lender shall have received written notice of (x)rescission of all

suchnoticesfromthepartyorpartiesoriginallydeliveringsuchnoticeor(y)thewaiverofsuchDefaultor

Event of Default or other conditions in accordance with the provisions of Section 13.1.

(b)On any Business Day, the Swingline Lender may, in its sole discretion, give notice to

each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a

Borrowing of Revolving Credit Loans (providedthat, if no such notice is given by the Swingline Lender

within sevendays of making any Swingline Loan, notice to each Revolving Credit Lender shall be

deemedtobeprovidedbytheSwinglineLenderinaccordancewiththisSection2.1(d),inwhichcase

(i)Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding

Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro

rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the

proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such

outstanding Swingline Loans.Each Revolving Credit Lender hereby irrevocably agrees to make such

Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the

amount and in the manner specified in the preceding sentence and on the date specified to it in writing by

the Swingline Lender notwithstanding (i)that the amount of the Mandatory Borrowing may not comply

with the minimum amount for each Borrowing specified in Section2.2, (ii)whether any conditions

specified in Section 7are then satisfied, (iii)whether a Default or an Event of Default has occurred and is

continuing,(iv)thedateofsuchMandatoryBorrowing,or(v)anyreductionintheTotalRevolvingCredit

Commitment after any such Swingline Loans were made.In the event that, in the sole judgment of the

Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise

requiredabove(includingasaresultofthecommencementofaproceedingundertheBankruptcyCodein

respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase

fromtheSwinglineLender(withoutrecourseorwarranty)suchparticipationoftheoutstandingSwingline

Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon

theirrespectiveRevolvingCreditCommitmentPercentages;providedthatallprincipalandinterest

payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the

respective participation is purchased and, to the extent attributable to the purchased participation, shall be

payable to such Lender purchasing same from and after such date of purchase.

(c)If any Revolving Credit Lender fails to make available to the Administrative Agent for

the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the

Section 2.1(d)by the date specified for such payment, the Swingline Lender shall be entitled to recover

from such Lender (acting through the Administrative Agent), on demand, such amount with interest

thereon for the period from the date such payment is required to the date on which such payment is

immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal

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Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry

rules on interbank compensation, plus any administrative, processing or similar fees customarily charged

by the Swingline Lender in connection with the foregoing.If such Lender pays such amount (with

interest and fees as aforesaid), the amount so paid shall constitute such Lender’s committed Loan

included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as

the case may be.A certificate of the Swingline Lender submitted to any Lender (through the

Administrative Agent) with respect to any amounts owing under this clause (e)shall be conclusive absent

manifest error.

(d)If the maturity date shall have occurred in respect of any tranche of Revolving Credit

Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of

RevolvingCreditCommitmentsisorareineffectwithalongermaturitydate(collectively,the

“Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if

consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or

delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the

tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; providedthat (x)to the

extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the

aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the

amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized

and (y)notwithstanding the foregoing, if a Default orEventof Default has occurred and iscontinuing,the

Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders

holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if

the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment.Upon the

maturity date of any tranche of Revolving Credit Commitments, the sublimit forSwingline Loans may be

reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other

Person.

2.2Minimum Amount of Each Borrowing; Maximum Number of Borrowings.The

aggregate principal amount of each Borrowing of (i) Term Loans shall be in a minimum amount of at

least the Minimum Borrowing Amount for such Type of Loans and in a multiple of $100,000 in excess

thereof, (ii) Revolving Loans shall be in a minimum amount of at least the Minimum Borrowing Amount

for such Type of Loans and in a multiple of $100,000 in excess thereof and (iii) Swingline Loans shall be

in a minimum amount of $50,000 and in a multiple of $100,000 in excess thereof (except that Mandatory

Borrowings shall be made in the amounts required by Section 2.1(d)and Revolving Credit Loans to

reimburse such Letter of Credit Issuer with respect to any Unpaid Drawing shall be made in the amounts

required by Section 3.3or Section 3.4, as applicable).More than one Borrowing may be incurred on any

date; providedthat at no time shall there be outstanding more than five Borrowings of Benchmark Rate

Loans that are Term Loans and five Borrowings of Benchmark Rate Loans that are Revolving Loans;

provided,further,thatforeachadditionalClassofTermLoans,anadditionaltwoInterestPeriods,andfor

each additional Class of Revolving Loans, an additional three Interest Periods, for a maximum of fifteen

Interest Periods.

2.3NoticeofBorrowing.

(a)TheBorrowershallgivetheAdministrativeAgentattheAdministrativeAgent’sOffice

(i) in the case of a Borrowing of ABR Loans (other than Delayed Draw Term Loans), prior to 12:00 p.m.

(New York City time) at least one Business Days’ prior to the requested funding date, (ii) in the case of a

Borrowing of Benchmark Rate Loans (other than Delayed Draw Term Loans), prior to 12:00 p.m. (New

York City time) at least three Business Days’ prior to the requested funding date (or, the case of a

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Borrowing of Initial Term Loans to be made on the Closing Date, one Business Day) and (iii) in the case

of a Borrowing of Delayed Draw Term Loans, (A) in the case of a Borrowing of Benchmark Rate Loans,

prior to 11:00 a.m. (New York City time) at least three Business Days prior to the requested funding date

and (B) in the case of a Borrowing of ABR Loans, prior to 11:00 a.m. (New York City time) at least one

BusinessDayspriortotherequestedfundingdate.Suchnotice(a“NoticeofBorrowing”)shallspecify

(A)the aggregate principal amount of the Term Loans to be made, (B)the date of the Borrowing (which,

in the case of a Borrowing of Initial Term Loans, shall be the Closing Date) and (C)whether the Term

Loans shall consist of ABR Loans and/or Benchmark Rate Loans and, if the Term Loans are to include

Benchmark Rate Loans, the Interest Period to be initially applicable thereto.If no election as to the Type

of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing.

If no Interest Period with respect to any Borrowing of Benchmark Rate Loans is specified in any such

notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to

this Section2.3(a)(and the contents thereof), and of each Lender’s pro rata share of the requested

Borrowing.

(b)Whenever the Borrower desires to incur Revolving Credit Loans (other than borrowings

to repay Unpaid Drawings), then the Borrower shall give the Administrative Agent at the Administrative

Agent’s Office, (i) prior to 11:00 a.m. (New York City time) at least three Business Days’ prior written

notice of each Borrowing of Benchmark Rate Loans that are Revolving Credit Loans and (ii) prior to

11:00 a.m. (New York City time) at least one Business Days’ prior written notice of each Borrowing of

ABR Loans that are Revolving Credit Loans.Each such Notice of Borrowing, except as otherwise

expressly provided in Section 2.10, shall specify (A) the aggregate principal amount of the Revolving

Credit Loans to be made pursuant to such Borrowing, (B) the date of Borrowing (which shall be a

Business Day) and (C) whether the respective Borrowing shall consist of ABR Loans or Benchmark Rate

Loans that are Revolving Credit Loans and, if Benchmark Rate Loans that are Revolving Credit Loans,

the Interest Period to be initially applicable thereto.The Administrative Agent shall promptly give each

Revolving Credit Lender written notice of each proposed Borrowing of Revolving Credit Loans, of such

Lender’s Revolving Credit Commitment Percentage thereof, of the identity of the Borrower and of the

other matters covered by the related Notice of Borrowing.

(c)Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall

give the Swingline Lender written notice in the form of Exhibit Kwith a copy to the Administrative

Agent of each Borrowing of Swingline Loans prior to 12:00 p.m. (New York City time) on the date of

such Borrowing.Each such notice shall specify (x)the aggregate principal amount of the Swingline

Loans to be made pursuant to such Borrowing and (y)the date of Borrowing (which shall be a Business

Day).

(d)Mandatory Borrowings shall be made upon the notice specified in Section2.1(d), with

the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory

Borrowings as set forth in such Section.

(e)Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in

Section 3.4(a).

(f)Without in any way limiting the obligation of the Borrower to confirm in writing any

notice it shall give hereunder by telephone (which obligation is absolute), the Administrative Agent may

act prior to receipt of written confirmation without liability upon the basis of such telephonic notice

believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower.

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2.4DisbursementofFunds.

(a)No later than 2:00 p.m. (New York City time) on the date specified in each Notice of

Borrowing (including Mandatory Borrowings but not any Borrowing of Swingline Loans), each Lender

shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in

the manner provided below; providedthat on the Closing Date, such funds may be made available at such

earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the

purpose of consummating the Transactions; provided, further, that all Swingline Loans shall be made

availabletotheBorrowerinthefullamountthereofbytheSwinglineLendernolaterthan4:00p.m.(New

York City time).

(b)Each Lender shall make available all amounts it is to fund to the Borrower under any

Borrowing for its applicable Commitments, and in immediately available funds, to the Administrative

Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of

Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account

designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available

in Dollars.Unless the Administrative Agent shall have been notified by any Lender prior to the date of

any such Borrowing that such Lender does not intend to make available to the Administrative Agent its

portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume

thatsuchLenderhasmade suchamountavailabletotheAdministrativeAgentonsuchdateofBorrowing,

and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without

any obligation to do so) make available to the Borrower a corresponding amount.If such corresponding

amount is not in fact made available to the Administrative Agent by such Lender and the Administrative

Agent has made available such amount to the Borrower, the Administrative Agent shall be entitled to

recover such corresponding amount from such Lender.If such Lender does not pay such corresponding

amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall

promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the

Administrative Agent in Dollars.The Administrative Agent shall also be entitled to recover from such

Lender or the Borrower interest on such corresponding amount in respect of each day from the date such

corresponding amount was made available by the Administrative Agent to the Borrower to the date such

corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i)if paid

by such Lender, the Overnight Rate or (ii)if paid by the Borrower, the then-applicable rate of interest or

fees, calculated in accordance with Section 2.8, for the respective Loans.

(c)Nothing in this Section2.4shall be deemed to relieve any Lender from its obligation to

fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any

Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender

shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

2.5RepaymentofLoans;EvidenceofDebt.

(a)The Borrower shall repay to the Administrative Agent, for the benefit of the Initial Term

Loan Lenders, on the Term Loan Maturity Date, the then outstanding Initial Term Loans. The Borrower

shall repay to the Administrative Agent for the benefit of the Delayed Draw Term Loan Lenders, on the

Term Loan Maturity Date, the then outstanding Delayed Draw Term Loans. The Borrower shall repay to

the Administrative Agent for the benefit of the Revolving Credit Lenders, on the Revolving Credit

Maturity Date, the then outstanding Revolving Credit Loans.The Borrower shall repay to the

Administrative Agent for the benefit of the Revolving Credit Lenders, on each Extended Revolving Loan

Maturity Date, the then outstanding amount of Extended Revolving Credit Loans.The Borrower shall

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repay to the Administrative Agent for the benefit of the Incremental Revolving Loan Lenders, on each

Incremental Revolving Credit Maturity Date, the then outstanding amount of Incremental Revolving

Credit Loans.The Borrower shall repay to the Swingline Lender, on the Swingline Maturity Date, the

then outstanding Swingline Loans.

(b)The Borrower shall repay to the Administrative Agent, (A)(i) for the benefit of the Initial

Term Loan Lenders, on the last Business Day of each of March, June, Septemberand December,

commencing with the fiscal quarter ending on September 30, 2025 (each such date, an “Initial Term

Loan Repayment Date”),aprincipalamountofTermLoansequaltotheaggregateoutstandingprincipal

amount of Initial Term Loans made on the Closing Date multiplied by 0.25% and (ii)with respect to any

DelayedDrawTermLoansfundedonoraftertheClosingDate,forthebenefitoftheDelayedDrawTerm

Loan Lenders, on the last Business Day of each of March, June, September and December, commencing

with the first fiscal quarter ended after the date that such Delayed Draw Term Loans are funded (but, for

the avoidance of doubt, no such payment shall be required earlier than September 30, 2025) (each such

date, an “Delayed Draw Term Loan Repayment Date” and together with each Initial Term Loan

Repayment Date, a “Term Loan Repayment Date”), in an amount equal to 0.25% per quarter of the

original principal amount of such Delayed Draw Term Loans and (B) on the Term Loan Maturity Date,

any remaining outstanding amount of Initial Term Loans and Delayed Draw Term Loans (the repayment

amounts in clauses(A)(i)and (ii)above, each, a “Term Loan Repayment Amount”). The

Administrative Agent may, in consultation with the Borrower and at the time of incurrence thereof, adjust

the amortization payment to be made to any Term Loan Lender in conjunction with the incurrence of any

Delayed Draw Term Loans (in each case, solely to the extent such Delayed Draw Term Loans otherwise

have the same terms and conditions as existing Initial Term Loans) in order to ensure fungibility with the

other Term Loans and to maintain the pro rata allocation of amortization payments between and among

the Initial Term Loans and the Delayed Draw Term Loans that otherwise have the same terms and

conditions but are incurred on different dates.With respect to any Delayed Draw Term Loan, such

amortization payment shall be as notified to the Lenders by the Administrative Agent.

(c)[Reserved].

(d)In the event that any New Term Loans are made, such New Term Loans shall, subject to

Section2.14(d), be repaid by the Borrower in the amounts (each, a “New Term Loan Repayment

Amount”) and on the dates (each a “New Term Loan Repayment Date”) set forth in the applicable

Joinder Agreement and subject to any adjustment to ensure fungibility with the other Term Loans.In the

event that any Incremental Revolving Credit Loans are made, such Incremental Revolving Credit Loans

shall, subject to Section2.14(e), be repaid by the Borrower in the amounts (each, a “New Revolving

Loan Repayment Amount”) and on the dates (each a “New Revolving Loan Repayment Date”) set

forth in the applicable Joinder Agreement.In the event that any Extended Term Loans are established,

such Extended Term Loans shall, subject to Section2.14(g), be repaid by the Borrower in the amounts

(eachsuchamountwithrespecttoanyExtendedRepaymentDate,an“ExtendedTermLoan

RepaymentAmount”)andonthedates(each,an“ExtendedRepaymentDate”)setforthinthe

applicable Extension Amendment.

(e)Each Lender shall maintain in accordance with its usual practice an account or accounts

evidencing the Indebtedness of the Borrower to the appropriate lending office of such Lender resulting

from each Loan made by such lending office of such Lender from time to time, including the amounts of

principal and interest payable and paid to such lending office of such Lender from time to time under this

Agreement.

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(f)The Administrative Agent shall maintain the Register pursuant to Section13.6(b), and a

subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i)the

amount of each Loan made hereunder, whether such Loan is an Initial Term Loan, Delayed Draw Term

Loan, New Term Loan, Revolving Credit Loan, New Revolving Credit Loan, Additional Revolving

Credit Loan, Incremental Revolving Credit Loan or Swingline Loan, the Type of each Loan made, the

names of the Borrower and the Interest Period, if any, applicable thereto, (ii)the amount of any principal

or interest due and payable or to become due and payable from the Borrower to each Lender hereunder

and (iii)the amount of any sum received by the Administrative Agent hereunder from the Borrower and

each Lender’s share thereof.

(g)The entries made in the Register and accounts and subaccounts maintained pursuant to

clauses (e)and (f)of this Section 2.5shall, to the extent permitted by applicable law, be prima facie

evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided,

however, that, in the eventof any inconsistency between the Register and any such account or

subaccount, the Register shall govern; provided, further, that the failure of any Lender or the

Administrative Agent or Swingline Lender to maintain such account, such Register or subaccount, as

applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay

(with applicable interest)the Loans made to the Borrower by such Lender in accordance with the terms

of this Agreement.

(h)The Borrower hereby agrees that, upon request of any Lender at any time and from time

to time after the Borrower has made an initial borrowing hereunder, the Borrower shall provide to such

Lender, at the Borrower’s own expense, a promissory note, substantially in the form of ExhibitG-1or

Exhibit G-2, as applicable, evidencing the Initial Term Loans, Delayed Draw Term Loans, New Term

Loans,SwinglineLoansandRevolvingLoansowingto suchLender.Thereafter,unlessotherwiseagreed

to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all

times (including after assignment pursuant to Section13.6) be represented by one or more promissory

notes in such form payable to the Lender named therein (or, if requested by such Lender, to such Lender

and its registered assigns).

2.6ConversionsandContinuations.

(a)Subject to the penultimate sentence of this clause(a), (x)the Borrower shall have the

option on any Business Day to convert all or a portion equal to at least $1,000,000 of the outstanding

principal amount of Term Loans of one Type or at least the Minimum Borrowing Amount for Revolving

Credit Loans of one Type into a Borrowing or Borrowings of another Type and (y)the Borrower shall

have the option on any Business Day to continue the outstanding principal amount of any Benchmark

Rate Loans as Benchmark Rate Loans for an additional Interest Period; providedthat (i)no partial

conversion of Benchmark Rate Loans shall reduce the outstanding principal amount of Benchmark Rate

Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii)ABR

Loans may not be converted into Benchmark Rate Loans if an Event of Default is in existence on the date

oftheconversionandtheAdministrativeAgenthasortheRequiredLendershavedeterminedinitsor

their sole discretion not to permit such conversion, (iii)Benchmark Rate Loans may not be continued as

Benchmark Rate Loans for an additional Interest Period if an Event of Default is in existence on the date

of the proposed continuation and the Administrative Agent has or the Required Lenders have determined

in its or their sole discretion not to permit such continuation, and (iv)Borrowings resulting from

conversions pursuant to this Section2.6shall be limited in number as provided in Section2.2.Each such

conversion or continuation shall be effected by the Borrower by giving the Administrative Agent prior

written notice at the Administrative Agent’s Office prior to (i)11:00 a.m. (New York City time) at least

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three Business Days prior, in the case of a continuation of or conversion to Benchmark Rate Loans (other

than in the case of a notice delivered on the Closing Date, which shall be deemed to be effective on the

Closing Date), or (ii)10:00 a.m. (New York City time) at least one Business Day prior to the proposed

day of a conversion into ABR Loans (each, a “Notice of Conversion or Continuation” substantially in

the form of ExhibitJ) specifying the Loans to be so converted or continued, the Type of Loans to be

converted or continued into and, if such Loans are to be converted into or continued as Benchmark Rate

Loans, the Interest Period to be initially applicable thereto.If no Interest Period is specified in any such

notice with respect to any conversion to or continuation as a Benchmark Rate Loan or if no Notice of

Conversion or Continuation is delivered with respect to any Loan, the Borrower shall be deemed to have

elected that such Loan be converted into or continued as a Benchmark Rate Loan with an Interest Period

of one month’s duration.The Administrative Agent shall give each applicable Lender notice as promptly

as practicable of any such proposed conversion or continuation affecting any of its Loans.

(b)If any Event of Default is in existence at the time of any proposed continuation of any

Benchmark Rate Loans denominated in Dollars and the Administrative Agent has or the Required

Lenders have determined in its or their sole discretion not to permit such continuation, such Benchmark

Rate Loans shall be automatically converted on the last day of the current Interest Period into ABR

Loans. If upon the expiration of any Interest Period in respect of Benchmark Rate Loans, the Borrower

has failed to elect a new Interest Period to be applicable thereto as provided in clause (a), the Borrower

shall be deemed to have elected to convert such Borrowing of Benchmark Rate Loans into a Borrowing of

ABR Loans, effective as of the expiration date of such current Interest Period.

2.7Pro Rata Borrowings.Each Borrowing of Initial Term Loans under this Agreement shall

be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments.

Each Borrowing of Delayed Draw Term Loans under this Agreement shall be made by the Lenders pro

rata on the basis of their then-applicable Delayed Draw Term Loan Commitments. Each Borrowing of

Revolving Credit Loans under this Agreement shall be made by the Lenders pro rata on the basis of their

then-applicable Revolving Credit Commitment Percentages.Each Borrowing of New Term Loans under

this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term

Loan Commitments.Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall

be made by the Lenders pro rata on the basis of their then-applicable Incremental Revolving Credit

Commitments.It is understood that (a)no Lender shall be responsible for any default by any other

Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be

obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other

Lender to fulfill its commitments hereunder and (b)other than as expressly provided herein with respect

to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit

Documents shall not release any Person from performance of its obligation, under any Credit Document.

2.8Interest.

(a)The unpaid principal amount of each ABR Loan shall bear interest from the date of the

Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at

alltimesbetheApplicableMarginforABRLoans plustheABR,ineachcase,ineffectfromtimeto

time.

(b)The unpaid principal amount of each Benchmark Rate Loan shall bear interest from the

date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per

annum that shall at all times be the Applicable Margin for Benchmark Rate Loans plus the relevant

Benchmark Rate.

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(c)If an Event of Default has occurred and is continuing under Section 11.1or Section 11.5

hereto (but after giving effect to any grace period set forth therein), if all or a portion of (i)the principal

amount of any Loan or (ii)any interest payable thereon or any other amount payable hereunder shall not

be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount

shall be payable on demand and bear interest at a rate per annum (the “Default Rate”) that is (x)in the

caseofoverdueprincipal,theratethatwouldotherwisebeapplicabletheretoplus2.00%perannumor

(y)in the case of any other overdue amount, including overdue interest, to the extent permitted by

applicable law, the rate described in Section2.8(a)for the applicable Class plus 2.00% per annum from

the date of such non-payment to the date on which such amount is paid in full (after as well as before

judgment).

(d)Interest on each Loan shall accrue from and including the date of any Borrowing to but

excluding the date of any repayment thereof and shall be payable in Dollars; providedthat any Loan that

is repaid on the same date on which it is made shall bear interest for one day.Except as provided below,

interest shall be payable (i)in respect of each ABR Loan, quarterly in arrears on the last Business Day of

each fiscal quarter of the Borrower, (ii)in respect of each Benchmark Rate Loan, on the last day of each

Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each

date occurring at three-month intervals after the first day of such Interest Period, and (iii)in respect of

each Loan, (A)on any prepayment in respect thereof, (B)at maturity (whether by acceleration or

otherwise), and (C) after such maturity, on demand.

(e)AllcomputationsofinteresthereundershallbemadeinaccordancewithSection5.5.

(f)The Administrative Agent, upon determining the interest rate for any Borrowing of

Benchmark Rate Loans, shall promptly notify the Borrower and the relevant Lenders thereof.Each such

determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties

hereto.

2.9Interest Periods.At the time the Borrower gives a Notice of Borrowing or Notice of

Conversion or Continuation in respect of the making of, or conversion into or continuation as, a

Borrowing of Benchmark Rate Loans in accordance with Section2.6(a), the Borrower shall give the

Administrative Agent written notice of the Interest Period applicable to such Borrowing, which Interest

Period shall, at the option of the Borrower, be a one, three or six month period (or if approved by all the

Lenders making such Benchmark Rate Loans as determined by such Lenders in good faith based on

prevailing market conditions, a twelve month or shorter period).

Notwithstandinganythingtothecontrarycontainedabove:

(a)the initial Interest Period for any Borrowing of Benchmark Rate Loans shall commence

on the date of such Borrowing (including the date of any conversion from a Borrowing of ABR Loans)

and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on

which the next preceding Interest Period expires;

(b)ifanyInterestPeriodrelatingtoaBorrowingofBenchmarkRateLoansbeginsonthelast

BusinessDay ofacalendarmonthorbeginsonadayforwhichthereisnonumericallycorrespondingday

inthecalendarmonthattheendofsuchInterestPeriod,suchInterestPeriodshallendonthelastBusiness

Day of the calendar month at the end of such Interest Period;

(c)if any Interest Period would otherwise expire on a day that is not a Business Day, such

Interest Period shall expire on the next succeeding Business Day; providedthat if any Interest Period in

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respect of a Benchmark Rate Loan would otherwise expire on a day that is not a Business Day but is a

day of the month after which no further Business Day occurs in such month, such Interest Period shall

expire on the immediately preceding Business Day; and

(d)the Borrower shall not be entitled to elect any Interest Period in respect of any

Benchmark Rate Loan if such Interest Period would extend beyond the Maturity Date of such Loan.

2.10IncreasedCosts,Illegality,Etc.

(a)In the event that (x)in the case of clause(i)below, the Administrative Agent and (y)in

the case of clauses(ii), (iii)and (iv)below, any Lender, as applicable, shall have reasonably determined

(which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon

all parties hereto):

(i)[reserved];

(ii)[reserved];

(iii)that, due to a Change in Law, which shall subject any such Lender to any Tax

(other than (1) Indemnified Taxes or (2) Excluded Taxes) on its loans, loan principal, letters of credits,

commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

or

(iv)[reserved];

(suchLoans,“Impacted Loans”),then,andinanysuchevent,suchLender(ortheAdministrativeAgent,

in the case of clause(i)above) shall within a reasonable time thereafter give notice (if by telephone,

confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which

notice the Administrative Agent shall promptly transmit to each of the other Lenders).Thereafterin the

case of subclause(iii)above, the Borrower shall take one of the actions specified in subclause(x)or (y),

as applicable, of Section 2.10(b)promptly and, in any event, within the time period required by law.

(b)At any time that any Benchmark Rate Loan is affected by the circumstances described in

Section2.10(a)(iii), the Borrower shall either (x)if a Notice of Borrowing or Notice of Conversion or

ContinuationwithrespecttotheaffectedBenchmarkRateLoanhasbeensubmittedpursuantto

Section2.3or Section 2.6but the affected Benchmark Rate Loan has not been funded or continued,

cancel such requested Borrowing by giving the Administrative Agent written notice thereof on the same

date that the Borrower were notified by Lenders pursuant to Section2.10(a)(iii)or (y)if the affected

BenchmarkRateLoanisthenoutstanding,uponatleastthreeBusinessDays’noticetotheAdministrative

Agent, require the affected Lender to convert each such Benchmark Rate Loan into an ABR Loan;

providedthat if more than one Lender is affected at any time, then all affected Lenders must be treated in

the same manner pursuant to this Section 2.10(b).

(c)If, after the Closing Date, any Change in Law relating to capital adequacy or liquidity of

anyLenderorcompliancebyanyLenderoritsparentwithanyChangeinLawrelatingtocapital

adequacy or liquidity occurring after theClosing Date, has or would have the effect of reducing the actual

rate of return on such Lender’s or its parent’s or its Affiliate’s capital or assets as a consequence of such

Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or

its Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or

its parent’s policies with respect to capital adequacy or liquidity), then from time to time, promptly after

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writtendemandbysuchLender(witha copytotheAdministrativeAgent),theBorrowershall paytosuch

Lender such actual additional amount or amounts as will compensate such Lender or its parent for such

actual reduction, it being understood and agreed, however, that a Lender shall not be entitled to such

compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to

comply with, any law, rule or regulation as in effect on the Closing Date or to the extent such Lender is

not imposing such charges on, or requesting such compensation from, borrowers (similarly situated to the

Borrower hereunder) under comparable syndicated credit facilities similar to the Credit Facilities.Each

Lender, upon determining in good faith that any additional amounts will be payable pursuant to this

Section2.10(c), will give prompt written notice thereof to the Borrower, which notice shall set forth in

reasonable detail the basis of the calculation of such additional amounts, although the failure to give any

such notice shall not, subject to Section2.13, release or diminish the Borrower’s obligations to pay

additional amounts pursuant to this Section 2.10(c)promptly following receipt of such notice.

(d)IftheAdministrativeAgentshallhavereceivednoticefromtheRequiredLendersthatthe

Benchmark Rate determined or to be determined for such Interest Period will not adequately and fairly

reflect the cost to such Lenders (as certified by such Lender) of making or maintaining its affected

Benchmark Rate Loans during such Interest Period, the Administrative Agent shall give telecopy or

telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter (which notice

shall include supporting calculations in reasonable detail).If such notice is given, (i)any Benchmark

RateLoanrequestedtobemadeonthefirstdayofsuchInterestPeriodshallbemadeanABRLoan,

(ii)any Loans that were to have been converted on the first day of such Interest Period to Benchmark

Rate Loans shall be continued as an ABR Loan and (iii)any outstanding Benchmark Rate Loans shall be

converted, on the first day of such Interest Period, to ABR Loans.Until such notice has been withdrawn

by the Administrative Agent, no further Benchmark Rate Loans shall be made or continued as such, nor

shall the Borrower have the right to convert ABR Loans to Benchmark Rate Loans.

(e)Failure or delay on the part of the Administrative Agent or any such Lender to demand

compensation pursuant to this Section 2.10shall not constitute a waiver of the Administrative Agent’s or

such Lender’s right to demand such compensation; provided that the Credit Parties shall not be required

to compensate the Administrative Agent or such Lender pursuant to the foregoing provisions of this

Section2.10foranyincreasedcostsincurredorreductionssufferedmorethannine(9)monthspriortothe

date that the Administrative Agent or any such Lender notifies the Credit Parties of the event giving rise

to such increased costs or reductions and of the Administrative Agent’s or such Lender’s intention to

claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is

retroactive, then the nine (9) month period referred to above shall be extended to include the period of

retroactive effect thereof).

2.11Compensation.If (a)any payment of principal of any Benchmark Rate Loan is made by

the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such

Benchmark Rate Loan as a result of a payment or conversion pursuant to Sections2.5, 2.6, 2.10, 5.1, 5.2

or 13.7, as a result of acceleration of the maturity of the Loans pursuant to Section11or for any other

reason, (b)any Borrowing of Benchmark Rate Loans is not made as a result of a withdrawn Notice of

Borrowing or a failure to satisfy borrowing conditions, (c)any ABR Loan is not converted into a

Benchmark Rate Loan as a result of a withdrawn Notice of Conversion or Continuation, (d)any

BenchmarkRateLoanisnotcontinuedasaBenchmarkRateLoan,asthecasemaybe,asaresultofa

withdrawn Notice of Conversion or Continuation or (e)any prepayment of principal of any Benchmark

RateLoanisnotmadeasaresultofawithdrawnnoticeofprepaymentpursuanttoSections5.1or5.2,the

Borrower shall, after receipt of a written request by such Lender (which request shall set forth in

reasonable detail the basis for requesting such amount), promptly pay to the Administrative Agent for the

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account of such Lender any amounts required to compensate such Lender for any additional losses, costs

or expenses that such Lender may reasonably incur as a result of such payment, failure to convert, failure

to continue or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits)

actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any

LendertofundormaintainsuchBenchmarkRateLoan.AcertificateofaLendersettingforththeamount

or amounts necessary to compensate such Lender as specified in this Section2.11and setting forth in

reasonable detail the manner in which such amount or amounts were determined shall be delivered to the

Borrower and shall be conclusive, absent manifest error.The obligations of the Borrower under this

Section 2.11shall survive the payment in full of the Loans and the termination of this Agreement.

2.12Change of Lending Office.Each Lender agrees that, upon the occurrence of any event

giving rise to the operation of Sections2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5or 5.4with respect to such

Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy

considerations of such Lender) to designate another lending office for any Loans affected by such event;

providedthat such designation is made on such terms that such Lender and its lending office suffer no

unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of

avoiding the consequence of the event giving rise to the operation of any such Section.Nothing in this

Section2.12shall affect or postpone any of the obligations of the Borrower or the right of any Lender

provided in Sections 2.10, 3.5or 5.4.

2.13Notice of Certain Costs.Notwithstanding anything in this Agreement to the contrary, to

the extent any notice required by Sections 2.11, 3.5or 5.4is given by any Lender more than 120 days

after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving

rise to the additional cost, reduction in amounts, loss or other additional amounts described in such

Sections, such Lender shall not be entitled to compensation under Sections2.11, 3.5or 5.4, as the case

maybe,foranysuchamountsincurredoraccruingpriortothe121stdaypriortothegivingofsuchnotice

to the Borrower.

2.14IncrementalFacilities.

(a)The Borrower may, by written notice to Administrative Agent, elect to request the

establishment of one or more (x) additional tranches of term loans (“Additional Term Loans”) or

increases in Term Loans of any Class (“Term Loan Increases”, the commitments thereto and to

Additional Term Loans, the “New Term Loan Commitments”), (y) increases in Revolving Credit

Commitments of any Class (the “New Revolving Credit Commitments”) and/or (z) additional tranches

of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together

with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”;

together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New

Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities

Amount in the aggregate and not less than $10,000,000 individually (or such lesser amount as (x)may be

approved by the Administrative Agent or (y)shall constitute the difference between the Maximum

Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date);

providedthat the aggregate principal amount of Incremental Revolving Credit Commitments established

after the Closing Date shall not exceed $25,000,000.The Borrower may approach any Lender or any

Person (other than a natural Person or, solely with respect to any Incremental Revolving Credit

Commitments,anAffiliatedLender)toprovidealloraportionoftheNewLoanCommitments,subject,if

applicable, to the proviso to Section 2.14(b); providedthat any Lender offered or approached to provide

all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a

New Loan Commitment.In each case, on each applicable Increased Amount Date (subject to Section

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1.12), such New Loan Commitments shall be subject to (i)no Event of Default (provided that, in

connection with a Limited Condition Transaction, no Event of Default shall exist on the LCT Test Date

and no Event of Default under Section 11.1 or Section 11.5 shall exist on the date such New Loan

Commitments are funded) shall exist on such Increased Amount Date before or after giving effect to such

New Loan Commitments, as applicable, (ii)the New Loan Commitments shall be effected pursuant to

one or more Joinder Agreements executed and delivered by the Borrower (a copy of which shall be

provided to the Administrative Agent), and each of which shall be recorded in the Register and shall be

subject to the requirements set forth in Section5.4(e), and (iii)the Borrower shall make any payments

required pursuant to Section2.11in connection with the New Loan Commitments, as applicable.No

Lendershall haveanyobligationtoprovideanyCommitmentspursuanttothisSection2.14(a).AnyNew

Term Loans shall, at the election of the Borrower and agreed to by Lenders providing such New Term

Loan Commitments, be designated as (a)a separate series (a “Series”) of New Term Loans for all

purposes of this Agreement or (b)as part of a Series of existing Term Loans for all purposes of this

Agreement.On and after the Increased Amount Date, Additional Revolving Credit Loans shall be

designated a separate Series of Revolving Credit Loans for all purposes of this Agreement.

(b)On any Increased Amount Date on which Incremental Revolving Credit Commitments

areeffected,(a)withrespecttoNewRevolvingCreditCommitments,eachoftheLenderswithRevolving

Credit Commitments of such Class shall assign to each Lender with a New Revolving Credit

Commitment (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan Lenders

shall purchase from each of the Lenders with Revolving Credit Commitments of such Class, at the

principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Increased

Amount Date as shall benecessary in order that, aftergiving effect to all such assignments and purchases,

the Revolving Credit Loans of such Class will be held by existing Revolving Credit Lenders and New

Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class

after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit

Commitments, and (b) with respect to any Incremental Revolving Credit Commitments, (i) each

Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit

Commitment, and each Loan made under a New Revolving Credit Commitment (a “New Revolving

Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional

Revolving Credit Loan” and, together with New Revolving Credit Loans, the “Incremental Revolving

Credit Loan”) shall be deemed, for all purposes, Revolving Credit Loans and (ii) each New Revolving

Loan Lender and each Lender with an Additional Revolving Credit Commitment (each an “Additional

Revolving Loan Lender” and, together with the New Revolving Loan Lenders, the “Incremental

Revolving Loan Lenders”) shall become a Lender with respect to the Incremental Revolving Credit

Commitment and all matters relating thereto; providedthat the Administrative Agent and the Letter of

Credit Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or

Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the

extent such consent, if any, would be required under Section13.6(b)for an assignment of Revolving

Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan

Lender.

(c)New Term Loan Commitments of any Series shall be subject to the satisfaction of the

foregoingandfollowingtermsandconditions:(i)eachLenderwithaNewTermLoanCommitment

(each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term

Loan”and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an

amountequaltoitsNewTermLoanCommitmentofsuchSeries,and(ii) eachNewTermLoan

LenderofanySeries shall become a Lender hereunder with respect to the New Term Loan Commitment

of such Series and the New Term Loans of such Series made pursuant thereto.

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(d)The terms and provisions of the New Term Loans and New Term Loan Commitments of

any Series shall be on terms and documentation set forth in the Joinder Agreement as determined by the

Borrower; providedthat (x) with respect to a Term Loan Increase, such Term Loan Increase shall be on

the exact same terms and pursuant to the exact same documentation applicable to the Initial Term Loans

and the Delayed Draw Term Loans; providedthat economic terms, voluntary prepayment provisions and

amortization schedule applicable to any Term Loan Increases shall be determined by the Borrower and

the Lenders thereunder and (y) with respect to any Additional Term Loans (i)except in the case of any

Inside Maturity Debt Exclusion, the applicable New Term Loan Maturity Date of each Series shall be no

earlier than the Term Loan Maturity Date; (ii)except in the case of any Inside Maturity Debt Exclusion,

the weighted average life to maturity of all Additional Term Loans shall be no shorter than the weighted

averagelifetomaturityofthethenexistingInitialTermLoansandtheDelayedDrawTermLoans;

(iii)the economic terms, voluntary prepayment provisions and amortization schedule applicable to any

Additional Term Loans shall be determined by the Borrower and the Lenders thereunder; providedthat,

with respect to Additional Term Loans, solely to the extent that such Additional Term Loans meet the

MFN Parameters and if the Effective Yield for Benchmark Rate Loans or ABR Loans in respect of such

Additional Term Loans exceeds the Effective Yield for Benchmark Rate Loans or ABR Loans in respect

of the then existing Initial Term Loans or the Delayed Draw Term Loans by more than 0.50% (calculated

as of the Closing Date or the Delayed Draw Term Loan Funding Date, as applicable (other than with

respect to the Benchmark Rate component of such calculation)), the Applicable Margin for Benchmark

Rate Loans or ABR Loans in respect of the then existing Initial Term Loans and the Delayed Draw Term

Loans shall be adjusted so that the Effective Yield in respect of the then existing Initial Term Loansand/

or Delayed Draw Term Loans, as applicable is equal to the Effective Yield for Benchmark RateLoans or

ABR Loans in respect of the Additional Term Loans minus 0.50% (this proviso to this clause(iii), the

“MFN Protection”); (iv)except as otherwise set forth in this Section 2.14, such terms and documentation

shall be as determined by the Borrower and the providers of the Additional Term Loans; provided that, to

the extent the terms of any Additional Term Loans are not consistent with the then-existing Initial Term

Loans and Delayed Draw Term Loans (except as permitted under this Section 2.14), such terms shall be

reasonably satisfactory to the Administrative Agent (it being understood that (i) to the extent any financial

maintenance covenant is added for the benefit of any Indebtedness, no consent shall be required by the

Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the

benefit of any corresponding Initial Term Loans and Delayed Draw Term Loans remaining outstanding

after the issuance or incurrence of such Indebtedness and (ii) no consent shall be required by the

Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after

the Term Loan Maturity Date applicable to the Initial Term Loans and Delayed Draw Term Loans); and

(v) any Additional Term Loans shall (A) (x) rank pari passu or subordinate in right of payment with the

Obligations and (y) will either (1) be secured on a pari passu basis with, and by thesame Collateral as,

the Obligations, (2) be secured on a junior basis with the Credit Facilities by the same Collateral securing

the Obligations or (3) be unsecured, (B) not be guaranteed by entities other than the Guarantors and (C) to

the extent secured on a junior basis, be subject to an Acceptable Intercreditor Agreement or other

intercreditor arrangements in form and substance reasonably acceptable to the Administrative Agent and

the Borrower; and (vi) no Affiliated Lender shall be a lender under any Incremental Revolving Credit

Commitments or Incremental Revolving Credit Loans and Affiliated Lenders providing any portion of

any Additional Term Loans or Term Loan Increases shall be subject to the limitations set forth in Section

13.6(h) as if the provision of such Additional Term Loans or Term Loan Increases were an assignment of

such Loans to such Affiliated Lender. The terms and provisions of any New Revolving Credit

Commitments and the related New Revolving Credit Loans shall be identical totheClassof

CommitmentsandrelatedRevolvingLoanssubjecttoincreasebysuchNewRevolvingCredit

Commitments and New Revolving Credit Loans; provided, that underwriting, arrangement, structuring,

ticking, commitment, upfront or similar fees, and other fees payable in connection therewith that may be

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agreed to among the Borrower and the lender(s) providing and/or arranging such New Revolving Credit

Commitments may be paid in connection with such New Revolving Credit Commitments.

(e)Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans

shall be on the exact same terms and pursuant to the exact same documentation applicable to the Initial

Revolving Credit Commitments and the related Revolving Credit Loans;provided that, as appropriate, the

economic terms, voluntary prepayment provisions and amortization schedule applicable to any

IncrementalRevolvingCreditCommitmentsshallbedeterminedbytheLendersandBorrowerthereunder.

(f)Each Joinder Agreement may, without the consent of any other Lenders, effect technical

and corresponding amendments to this Agreement and the other Credit Documents as may be necessary

orappropriate,intheopinionoftheBorrowerandtheAdministrativeAgent,toeffecttheprovisionofthis

Section 2.14.

(g)(i)The Borrower may at any time, and from time to time, request that all or a portion of

the Term Loans of any Class (an “Existing Term Loan Class”) be converted to extend the scheduled

maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of

suchTermLoans(anysuchTermLoanswhichhavebeensoconverted,“Extended Term Loans”)andto

provide for other terms consistent with this Section2.14(g).In order to establish any Extended Term

Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such

notice to each of the Lenders of the applicable Existing Term Loan Class which such request shall be

offered equally to all such Lenders) (a “Term Loan Extension Request”) setting forth the proposed

terms of the Extended Term Loans to be established, which shall not be materially more restrictive to the

CreditParties(asdeterminedingoodfaithbytheBorrower),when takenas awhole,thanthetermsofthe

TermLoans oftheExistingTermLoanClassunless(x)theLendersoftheTermLoansofsuchapplicable

Existing Term Loan Class receive the benefit of such more restrictive terms or (y)any such provisions

applyaftertheTermLoanMaturityDate(a“PermittedOtherProvision”);provided,however,that

(x)the scheduled final maturity date shall be extended and all or any of the scheduled amortization

payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled

amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay

resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section2.5

or in the Joinder Agreement, as the case may be, with respect to the Existing Term Loan Class from

whichsuchExtendedTermLoanswereconverted,ineachcaseasmoreparticularlysetforthinparagraph

(iv)of this Section2.14(g)below), (y)(A)the interest margins with respect to the Extended Term Loans

may be higher or lower than the interest margins for the Term Loans of such Existing Term Loan Class

and/or (B)additional fees, premiums or applicable high-yield discount obligation payments may be

payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased

margins contemplated by the preceding clause(A), in each case, to the extent provided in the applicable

Extension Amendment and to the extent that any Permitted Other Provision (including a financial

maintenance covenant) is added for the benefit of any such Indebtedness, no consent shall be required by

the Administrative Agent or any of the Lenders if such Permitted Other Provision is also added for the

benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such

Indebtedness or if such Permitted Other Provision applies only after the Term Loan Maturity Date.

Notwithstanding anythingto the contrary in this Section2.14or otherwise, no Extended Term Loans may

be optionally prepaid prior to the date on which the Existing Term Loan Class from which they were

converted is repaid in full.No Lender shall have any obligation toagreeto have any of itsTerm Loans of

anyExistingTermLoanClassconvertedintoExtendedTermLoanspursuanttoanyExtensionRequest.

Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from

the Existing Term Loan Class from which they were converted.

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(ii)The Borrower may at any time and from time to time request that all or a portion

oftheRevolvingCreditCommitmentsofanyClass,anyExtendedRevolvingCreditCommitments and/or

any Incremental Revolving Credit Commitments, each existing at the time of such request (each, an

“Existing Revolving Credit Commitment” and any related revolving credit loans thereunder, “Existing

Revolving Credit Loans”; each Existing Revolving Credit Commitment and related Existing Revolving

Credit Loans together being referred to as an “Existing Revolving Credit Class”) be converted to extend

the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect

to all or a portion of any principal amount of Loans related to such Existing Revolving Credit

Commitments (any such Existing Revolving Credit Commitments which have been so extended,

“Extended Revolving Credit Commitments” and any related Loans, “Extended Revolving Credit

Loans”) and to provide for other terms consistent with this Section 2.14(g).In order to establish any

Extended Revolving Credit Commitments, the Borrower shall provide a notice to the Administrative

Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing

Revolving Credit Commitments which such request shall be offered equally to all such Lenders) setting

forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall

not be materially more restrictive to the Credit Parties (as determined in good faith by the Borrower),

when taken as a whole, than the terms of the applicable Existing Revolving Credit Commitments (the

“Specified Existing Revolving Credit Commitment”) unless (x) the Lenders providing Existing

Revolving Credit Loans receive the benefit of such more restrictive terms or (y) any such provisions

apply after the Revolving Credit Termination Date, in each case, to the extent provided in the applicable

Extension Amendment; provided, however, that (w) all or any of the final maturity dates of such

Extended Revolving Credit Commitments may be delayed to later dates than the final maturity dates of

the Specified Existing Revolving Credit Commitments, (x) (A) the interest margins with respect to the

Extended Revolving Credit Commitments may be higher or lower than the interest margins for the

Specified Existing Revolving Credit Commitments and/or (B) additional fees and premiums may be

payable to the Lenders providing such Extended Revolving Credit Commitments in addition to or in lieu

of any increased margins contemplated by the preceding clause (A)and (y) the Revolving Credit

Commitment fee rate with respect to the Extended Revolving Credit Commitments may be higher or

lower than the Revolving Credit Commitment fee rate for the Specified Existing Revolving Credit

Commitment;providedthat,notwithstandinganythingtothecontraryinthisSection2.14(g)orotherwise,

(1) the borrowing and repayment (other than in connection with a permanent repayment and termination

of commitments) of Loans with respect to any Original Revolving Credit Commitments shall be made on

a pro rata basis with all other Original Revolving Credit Commitments and (2) assignments and

participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall

be governed by the same assignment and participation provisions applicable to Revolving Credit

CommitmentsandtheRevolvingCreditLoansrelatedtosuchCommitmentssetforthinSection13.6.No

Lender shall have any obligation to agree to have any of its Revolving Credit Loans or Revolving Credit

Commitments of any Existing Revolving Credit Class converted into Extended Revolving Credit Loans

or Extended Revolving Credit Commitments pursuant to any Extension Request.Any Extended

Revolving Credit Commitments of any Extension Series shall constitute a separate Class of revolving

credit commitments from the Specified Existing Revolving Credit Commitments and from any other

Existing Revolving Credit Commitments (together with any other Extended Revolving Credit

Commitments so established on such date).

(iii)Any Lender (an “Extending Lender”) wishing to have all or a portion of its

Term Loans, Revolving Credit Commitments, Incremental Revolving Credit Commitment or Extended

RevolvingCreditCommitmentoftheExistingClassorExistingClassessubjecttosuchExtension

RequestconvertedintoExtendedTermLoansorExtendedRevolvingCreditCommitments,asapplicable,

shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such

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Extension Request of the amount of its Term Loans, Revolving Credit Commitments, Incremental

Revolving Credit Commitment or Extended Revolving Credit Commitment of the Existing Class or

Existing Classes subject to such Extension Request that it has elected to convert into Extended Term

LoansorExtendedRevolvingCreditCommitments,asapplicable.Intheeventthattheaggregateamount

of Term Loans, Revolving Credit Commitments, Incremental Revolving CreditCommitment or Extended

Revolving Credit Commitment of the Existing Class or Existing Classes subject to Extension Elections

exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable,

requested pursuant to the Extension Request, Term Loans or Revolving Credit Commitments,

Incremental Revolving Credit Commitments or Extended Revolving Credit Commitments of the Existing

Class or Existing Classes subject to Extension Elections shall be converted to Extended Term Loans or

Extended Revolving Credit Commitments, as applicable, on a pro rata basis based on the amount of Term

Loans, Revolving Credit Commitments, Incremental Revolving Credit Commitment or Extended

Revolving Credit Commitment included in each such Extension Election.Notwithstanding the

conversion of any Existing Revolving Credit Commitment into an Extended Revolving Credit

Commitment, such Extended Revolving Credit Commitment shall be treated identically to all other

Original Revolving Credit Commitments for purposes of the obligations of a Revolving Credit Lender in

respect of Letters of Credit under Section 3, except that the applicable Extension Amendment may

providethattheL/CFacilityMaturityDatemaybeextendedandtherelatedobligationstoissueLettersof

Credit may be continued so long as the Letter of Credit Issuers, as applicable, have consented to such

extensions in their sole discretion (it being understood that no consent of any other Lender shall be

required in connection with any such extension).

(iv)Extended Term Loans or Extended Revolving Credit Commitments, as

applicable, shall be established pursuant to an amendment (an “Extension Amendment”) to this

Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this

Section2.14(g)(iv)and, notwithstanding anything to the contrary set forth in Section13.1, shall not

require the consent of any Lender other than the Extending Lenders with respect to the Extended Term

Loans or Extended Revolving Credit Commitments, as applicable, established thereby) executed by the

Credit Parties, the Administrative Agent and the Extending Lenders.No Extension Amendment shall

provide for any tranche of Extended Term Loans or Extended Revolving Credit Commitments in an

aggregate principal amount that is less than $5,000,000.In addition to any terms and changes required or

permitted by Section2.14(g)(i)or 2.14(g)(ii), each Extension Amendment (x)shall amend the scheduled

amortization payments pursuant to Section2.5or the applicable Joinder Agreement with respect to the

Existing Term Loan Class from which the Extended Term Loans were converted to reduce each

scheduled Repayment Amount for the Existing Term Loan Class in the same proportion as the amount of

Term Loans of the Existing Term Loan Class is to be converted pursuant to such Extension Amendment

(it being understood that the amount of any Repayment Amount payable with respect to any individual

TermLoanofsuchExistingTermLoanClassthatisnotanExtendedTermLoanshallnotbereducedasa

result thereof) and (y)may, but shall not be required to, impose additional requirements (not inconsistent

with the provisions of this Agreement in effect at such time) with respect to the final maturity and

weighted average life to maturity of New Term Loans incurred following the date of such Extension

Amendment.Notwithstanding anything to the contrary in this Section2.14(g)and without limiting the

generality or applicability of Section13.1to any Section2.14 Additional Amendments, any Extension

Amendment may provide for additional terms and/or additional amendments other than those referred to

or contemplated above (any such additional amendment, a “Section2.14 Additional Amendment”) to

thisAgreementandtheotherCreditDocuments;providedthatsuchSection2.14AdditionalAmendments

are within the requirements of Section2.14(g)(i)and do not become effective prior to the time that such

Section2.14AdditionalAmendmentshavebeenconsentedto(including,withoutlimitation,pursuantto

(1)consents applicable to holders of New Term Loans or Extended Revolving Credit Commitments

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provided for in any Joinder Agreement and (2)consents applicable to holders of any Extended Term

Loans or Extended Revolving Credit Commitments provided for in any Extension Amendment) by such

of the Lenders, Credit Parties and other parties (if any) as may be required in order for such Section2.14

Additional Amendments to become effective in accordance with Section 13.1.

(v)Notwithstanding anything to the contrary contained in this Agreement, (A) on

any date on which any Existing Class is converted to extend the related scheduled maturity date(s) in

accordance with clauses (i)and/or (ii)above (an “Extension Date”), (I) in the case of the existing Term

Loans of each Extending Lender, the aggregate principal amount of such existing Term Loans shall be

deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so

converted by such Lender on such date, and the Extended Term Loans shall be established as a separate

Class of Term Loans (together with any other Extended Term Loans so established on such date), and (II)

in the case of the Specified Existing Revolving Credit Commitments of each Extending Lender, the

aggregate principal amount of such Specified Existing Revolving Credit Commitments shall be deemed

reduced by an amount equal to the aggregate principal amount of Extended Revolving Credit

Commitments so converted by such Lender on such date, and such Extended Revolving Credit

CommitmentsshallbeestablishedasaseparateClassofrevolvingcreditcommitmentsfromtheSpecified

Existing Revolving Credit Commitments and from any other Existing Revolving Credit Commitments

(together with any other Extended Revolving Credit Commitments so established on such date) and (B)

if, on any Extension Date, any Loans of any Extending Lender are outstanding under the applicable

Specified Existing Revolving Credit Commitments, such Loans (and any related participations) shall be

deemed to be allocated as Extended Revolving Credit Loans (and related participations) and Existing

Revolving Credit Loans (and related participations) in the same proportion as such Extending Lender’s

Specified Existing Revolving Credit Commitments to Extended Revolving Credit Commitments.

(vi)The Administrative Agent and the Lenders hereby consent to the consummation

of the transactions contemplated by this Section2.14(including, for the avoidance of doubt, payment of

any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit

Commitments on such terms as may be set forth in the relevant Extension Amendment) and hereby waive

the requirements of any provision of this Agreement (including, without limitation, any pro rata payment

or amendment section) or any other Credit Document that may otherwise prohibit or restrict any such

extension or any other transaction contemplated by this Section 2.14.

2.15PermittedDebtExchanges.

(a)Notwithstanding anythingto the contrary contained in this Agreement, pursuant to one or

more offers (each, a “Permitted Debt Exchange Offer”) made from time to time by the Borrower to all

Lenders of a given Class, the Borrower may from time to time following the Closing Date consummate

one or more exchanges of Term Loans for Permitted Other Indebtedness in the form of notes (such notes,

“Permitted Debt Exchange Notes,”and eachsuchexchangea“Permitted Debt Exchange”),solongas

the following conditions are satisfied: (i)no Event ofDefault shall have occurred and be continuing at the

time the final offering document in respect of a Permitted Debt Exchange Offer is delivered to the

relevant Lenders, (ii)the aggregate principal amount (calculated on the face amount thereof) of Term

Loans exchanged shall equal no more than the aggregate principal amount (calculated on the face amount

thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans; providedthat the

aggregate principal amount of the Permitted Debt Exchange Notes may include accrued interest and

premium (if any) under the Term Loans exchanged and underwriting discounts, fees, commissions and

expenses in connection with the issuance of such Permitted Debt Exchange Notes, (iii)the aggregate

principalamount(calculatedonthefaceamountthereof)ofallTermLoansexchangedundereach

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applicable Class by the Borrower pursuant to any Permitted Debt Exchange shall automatically be

cancelled and retired by the Borrower on the date of the settlement thereof (and, if requested by the

Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative

Agent an Assignment and Acceptance, or such other form as may be reasonably requested by the

AdministrativeAgent,inrespectthereof pursuanttowhichtherespectiveLender assignsitsinterestinthe

Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrower for immediate

cancellation), (iv)if the aggregate principal amount of all Term Loans of a given Class (calculated on the

face amount thereof) tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with

no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal

amount thereof of the applicable Class actually held by it) shall exceed the maximum aggregate principal

amountofTermLoansofsuchClassofferedtobeexchangedbytheBorrowerpursuantto suchPermitted

Debt Exchange Offer, then the Borrower shall exchange Term Loans subject to such Permitted Debt

Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the respective

principal amounts so tendered, (v)all documentation in respect of such Permitted Debt Exchange shall be

consistent with the foregoing, and all written communications generally directed to the Lenders in

connection therewith shall be in form and substance consistent with the foregoing and made in

consultation with the Borrower and the Auction Agent, and (vi)any applicable Minimum Tender

Condition shall be satisfied.

(b)With respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this

Section2.15, (i)such Permitted Debt Exchanges (and the cancellation of the exchanged Term Loans in

connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes

ofSection5.1or5.2,and(ii)suchPermittedDebtExchangeOffershallbemadefornotlessthan

$5,000,000inaggregateprincipalamountofTermLoans;providedthat,subjecttotheforegoing

clause(ii), the Borrower may at its election specify as a condition (a “Minimum Tender Condition”) to

consummating any such Permitted Debt Exchange that a minimum amount (to be determined and

specified in the relevant Permitted Debt Exchange Offer in the Borrower’s discretion) of Term Loans of

any or all applicable Classes be tendered.

(c)In connection with each Permitted Debt Exchange, the Borrower and the Auction Agent

shall mutually agree to such procedures as may be necessary or advisable to accomplish the purposes of

this Section2.15and without conflict with Section2.15(d); providedthat the terms of any Permitted Debt

Exchange Offer shall provide that the date by which the relevant Lenders are required to indicate their

election to participate in such Permitted Debt Exchange shall be not less than a reasonable period (in the

discretion of the Borrower and the Auction Agent) of time following the date on which the Permitted

Debt Exchange Offer is made.

(d)The Borrower shall be responsible for compliance with, and hereby agrees to comply

with, all applicable securities and other laws in connection with each Permitted Debt Exchange, it being

understood and agreed that (x)none of the Auction Agent, the Administrative Agent nor any Lender

assumes any responsibility in connection with the Borrower’s compliance with such laws in connection

withanyPermittedDebtExchangeand(y)eachLendershallbesolelyresponsibleforitscompliancewith

any applicable “insider trading” laws and regulations to which such Lender may be subject under the

Securities Exchange Act.

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2.16DefaultingLenders.

(a)Adjustments.Notwithstanding anything to the contrary contained in this Agreement, if

any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting

Lender, to the extent permitted by applicable Requirements of Law:

(i)Waivers and Amendments.Such Defaulting Lender’s right to approve or

disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set

forth in the definition of “Required Lenders” and Section 13.1.

(ii)Defaulting Lender Waterfall.Any payment of principal, interest, fees or other

amounts received by the Administrative Agent for the account of such Defaulting Lender (whether

voluntary or mandatory, at maturity, pursuant to Section11or otherwise) or received by the

Administrative Agent from a Defaulting Lender pursuant to Section13.8shall be applied at such time or

times as may bedeterminedbytheAdministrativeAgentasfollows:first,tothe paymentofanyamounts

owingbysuch DefaultingLendertotheAdministrativeAgenthereunder;second,tothepaymentonapro

rata basis of any amounts owing by such Defaulting Lender to the Letter of Credit Issuer or Swingline

Lender hereunder; third, to Cash Collateralize the Letter of Credit Issuer’s Fronting Exposure with

respecttosuchDefaultingLenderinaccordancewithSection3.8;fourth,astheBorrowermayrequest(so

long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has

failed to fund its portion thereof as required by this Agreement, as determined by the Administrative

Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit

account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding

obligations with respect to Loans under this Agreement and (y)Cash Collateralize the Letter of Credit

Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of

Credit issued under this Agreement, in accordance with Section 3.8; sixth, to the payment of any amounts

owing to the Borrower, the Lenders, the Swingline Lender or the Letter of Credit Issuer as a result of any

judgment of a court of competent jurisdiction obtained by the Borrower, any Lender, the Swingline

Lender or the Letter of Credit Issuer against such Defaulting Lender as a result of such Defaulting

Lender’s breach of its obligations under this Agreement; and seventh, to such Defaulting Lender or as

otherwise directed by a court of competent jurisdiction; providedthat if (x)such payment is a payment of

the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not

fully funded its appropriate share, and (y)such Loans were made or the related Letters of Credit were

issuedatatimewhenthe conditionssetforthinSection7weresatisfiedorwaived,suchpaymentshallbe

appliedsolelytopaytheLoansof,andL/CObligationsowedto,allNon-DefaultingLendersonaprorata

basis prior to being applied to the payment of any Loans of, and L/C Obligations owed to, such

DefaultingLenderuntilsuchtimeasallLoansandfundedandunfundedparticipationsinL/CObligations

and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder

without giving effect to Section2.16(a)(iv).Any payments, prepayments or other amounts paid or

payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or

to post Cash Collateral pursuant to this Section2.16(a)(ii)shall be deemed paid to and redirected by such

Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)CertainFees.

(A)No Defaulting Lender shall be entitled to receive any fee payable under

Section4for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be

required topay any such fee that otherwise would havebeen required tohave been paid to that Defaulting

Lender).

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(B)Each Defaulting Lender shall be entitled to receive Letter of Credit Fees

for any period during which that Lender is a Defaulting Lender only to the extent allocable to its

applicable percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral

pursuant to Section 3.8.

(C)With respect to any Letter of Credit Fee not required to be paid to any

DefaultingLenderpursuanttoclause(A)or(B)above,theBorrowershall(x)paytoeachNon-Defaulting

Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such

Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting

Lender pursuant to clause (iv)below, (y)pay to the Letter of Credit Issuer the amount of any such fee

otherwise payable to such Defaulting Lender to the extent allocable to such Letter of Credit’s Fronting

ExposuretosuchDefaultingLender,and(z)notberequiredtopaytheremainingamountofanysuchfee.

(iv)ReallocationofApplicablePercentagestoReduceFrontingExposure.Allorany

part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be

reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit

Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only

totheextentthatsuchreallocationdoesnotcausetheaggregateRevolvingCreditExposureofany

Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment.Subject to Section 13.23,

no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against

a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of

a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such

reallocation.

(v)Cash Collateral, Repayment of Swingline Loans.If the reallocation described in

clause(a)(iv)above cannot, or can only partially, be effected, the Borrower shall (x)first, prepay

Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y)second, Cash

Collateralize the Letter of Credit Issuers’ Fronting Exposure in accordance with the procedures set forth

in Section 3.8.

(b)Defaulting Lender Cure.If the Borrower, the Administrative Agent, the Swingline

Lender and the Letter of Credit Issuer agree in writing that a Lender is no longer a Defaulting Lender, the

Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in

such notice and subject to any conditions set forth therein (which may include arrangements with respect

to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of

outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may

determine to be necessary to cause the Revolving Credit Loans and funded andunfunded participations in

Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with

their Revolving Credit Commitment Percentages (without giving effect to Section2.16(a)(iv)),

whereupon such Lender will cease to be a Defaulting Lender; providedthat no adjustments will be made

retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that

Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly

agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a

waiverorreleaseofanyclaimofanypartyhereunderarisingfromthatLender’shavingbeenaDefaulting

Lender.

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2.17AdditionalBorrowers

(a)The Borrower may, at any time and from time to time, designate any Guarantor (other

than Holdings) organized in a State of the United States of America or the District of Columbia to be an

Additional Borrower by having such Additional Borrower execute a Borrower Joinder Agreement and

providetheAdministrativeAgentandeachLenderwithallreasonablyrequesteddocumentationandother

information (which, in the case of each Lender, shall be requested through the Administrative Agent)

regarding the Additional Borrower requested in connection with applicable “know your customer” and

anti-moneylaunderingrulesandregulations,totheextentrequestedwithinthree(3)BusinessDaysofthe

Administrative Agent being provided written notice of the Additional Borrower designation (which the

Administrative Agent shall promptly share with the Lenders). From and after such designation, such

Guarantor shall become a “Borrower” under the applicable Credit Facility for all purposes of this

Agreement and the other Credit Documents and will have the right to directly request Loans in

accordance with Article II hereof.The Borrower and the Administrative Agent shall be authorized to

amendthisAgreementandtheotherCreditDocumentstoreflecttheexistenceofmorethanoneBorrower

hereunder and thereunder.

(b)The Borrower may, for accounting, tax or other purposes, designate any portion of any

Loan under a Credit Facility with one or more Additional Borrowers to be incurred by the Borrower or

one or more of such Additional Borrowers; provided that this Section 2.17(b)shall in no way limit the

obligations of such Additional Borrower under the Guarantee.

(c)At any time and from time to time, an Additional Borrower may resign as a Borrower

under any Credit Facility, so long as after such resignation, the Borrower remains a Borrower under such

Credit Facility or concurrently with such resignation, all Loans under such Credit Facility shall be repaid

in full and all Commitments thereunder shall be terminated.

Section3.LettersofCredit

3.1LettersofCredit.

(a)Subject to and upon the terms and conditions herein set forth, at any time and from time

to time after the Closing Date and prior to the L/C Facility Maturity Date, (i) each Letter of Credit Issuer

agrees and (ii) the Administrative Agent agrees (including through its Affiliates) to arrange for a Support

Agreement Bank, through a guarantee, reimbursement or similar support agreement, in each case, to the

extent approved by the Borrower to the extent that such agreement would impose additional obligations

on the Borrower (each, an “LC Support Agreement”), in each case in reliance upon the agreements of

the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date

through the L/C Facility Maturity Date for the account of the Borrower (or, so long as the Borrower is the

primary obligors and signatories to the Letter of Credit Request, for the account of the Borrower or any

Restricted Subsidiary (other than the Borrower)) letters of credit (the “Letters of Credit” and each, a

“Letter of Credit”), which Letters of Credit shall not at any time exceed (i) the Letter of Credit Issuer’s

Letter of Credit Commitment, and (ii)the L/C Sublimit, in such form as may be approved by the Letter of

Credit Issuer in its reasonable discretion.

(b)Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount

of which, when added to the Letters ofCredit Outstanding at such time, wouldexceed the Letter of Credit

Commitment then in effect (or with respect to any Letter of Credit Issuer, exceed such Letter of Credit

Issuer’s Letter of Credit Commitment (ii) no Letter of Credit shall be issued the Stated Amount of which

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wouldcausetheaggregate amountoftheLenders’RevolvingCreditExposuresatthetimeoftheissuance

thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Letter of Credit shall

have an expiration date occurring no later than one year after the date of issuance thereof (except as set

forth in Section 3.2(d)), providedthat in no event shall such expiration date occur later than the L/C

Facility Maturity Date, in each case, unless otherwise agreed upon by the Administrative Agent, the

Letter of Credit Issuer and, unless such Letter of Credit has been Cash Collateralized or backstopped (in

the case of a backstop only, on terms reasonably satisfactory to such Letter of Credit Issuer), the

Revolving Credit Lenders; (iv) the Letter of Credit shall be denominated in Dollars; (v) no Letter of

Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Letter of

Creditto havea Letterof Creditissued inits favor;and (vi)no Letter ofCreditshall be issued by a Letter

of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent

stating that one or more applicable conditions contained in Section 6(solely with respect to any Letter of

Credit issued on the Closing Date) or Section 7shall not be satisfied to the extent required thereby until

such time as such Letter of Credit Issuer shall have received a written notice of (x) rescission of such

notice from the party or parties originally delivering such notice or (y) the waiver of such Default or

Event of Default in accordance with the provisions of Section 13.1and (vii) each Letter of Credit shall be

a standby letter of credit unless otherwise agreed by the applicable Letter of Credit Issuer.

(c)Upon at least two Business Days’ prior written notice to the Administrative Agent and

the Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the

Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of

CreditCommitmentinwholeorinpart;providedthat,aftergivingeffecttosuchterminationorreduction,

the Letters of Credit Outstanding shall not exceed the Letter of Credit Commitment (or with respect to a

Letter of Credit Issuer, the Letters of Credit Outstanding with respect to Letters of Credit issued by such

LetterofCreditIssuershallnotexceedsuchLetterofCreditIssuer’sLetterofCreditCommitment,unless

otherwise agreed by such Letter of Credit Issuer and the Borrower).

(d)TheLetterofCreditIssuershallnotbeunderanyobligationtoissueanyLetterofCredit

if:

(i)any order, judgment or decree of any Governmental Authority or arbitrator shall

by its terms enjoin or restrain the Letter of Credit Issuer from issuing such Letter of Credit, or any law

applicable to such Letter of Credit Issuer or any request or directive (whether or not having the force of

law) from any Governmental Authority with jurisdiction over such Letter of Credit Issuer shall prohibit,

or request that such Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such

Letter of Credit in particular or shall impose upon such Letter of Credit Issuer with respect to such Letter

of Credit any restriction, reserve or capital requirement (in each case, for which such Letter of Credit

Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon

such Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the

Closing Date and which such Letter of Credit Issuer in good faith deems material to it;

(ii)the issuance of such Letter of Credit would violate one or more policies of such

Letter of Credit Issuer applicable to letters of credit generally;

(iii)except as otherwise agreed by the Letter of Credit Issuer, such Letter of Credit is

in an initial Stated Amount less than $10,000;

(iv)suchLetterofCreditisdenominatedinacurrencyotherthanDollars;

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(v)such Letter of Credit contains any provisions for automatic reinstatement of the

Stated Amount after any drawing thereunder; or

(vi)a default of any Revolving Credit Lender’s obligations to fund under Section 3.3

existsoranyRevolvingCreditLenderisatsuchtime aDefaultingLenderhereunder,unless,ineachcase,

the Borrower has entered into arrangements reasonably satisfactory to the Letter of Credit Issuer to

eliminate such Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has

been reallocated in accordance with Section 2.16.

(e)The Letter of Credit Issuer shall not increase the Stated Amount of any Letter of Credit if

theLetterofCreditIssuerwouldnotbepermittedatsuchtimetoissuesuchLetterofCreditinits

amendedformunderthetermshereof.

(f)TheLetterofCreditIssuershallbeundernoobligationtoamendanyLetterofCreditif

(A) the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its

amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the

proposed amendment to such Letter of Credit.

(g)The Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with

respect to any Letters of Credit issued by it and the documents associated therewith and the Letter of

Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in

Section 12with respect to any acts taken or omissions suffered by the Letter of Credit Issuer in

connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents

pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 12

included the Letter of Credit Issuer with respect to such acts or omissions, and (B) as additionally

provided herein with respect to the Letter of Credit Issuer.

3.2LetterofCreditRequests.

(a)Whenever the Borrower desires that a Letter of Credit be issued or amended, the

BorrowershallgivetheAdministrativeAgentandtheLetterofCreditIssueraLetterofCreditRequestby

no later than 1:00 p.m. (New York City time) at least ten Business Days (or such other period as may be

agreed upon by the Borrower, the Administrative Agent and the Letter of Credit Issuer) prior to the

proposed date of issuance or amendment.Each Letter of Credit Request shall be executed by the

Borrower.Such Letter of Credit Request may be sent by facsimile, by United States mail, by overnight

courier, by electronic transmission using the system provided by the Letter of Credit Issuer, by personal

delivery or by any other means acceptable to the Letter of Credit Issuer.Each Letter of Credit request

shallbemadetotheapplicableLetterofCreditIssuer(withacopytotheAdministrativeAgent)toissuea

Letter of Credit in principal amount equal to its then applicable ratable portion of Revolving Credit

Commitments.

(b)In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit

Request shall specify in form and detail reasonably satisfactory to the Letter of Credit Issuer: (A) the

proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B)the Stated

Amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the

documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any

certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the identity of the

applicant; and (H) such other matters as the Letter of Credit Issuer may reasonably require.In the case of

a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Request shall

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specify in form and detail reasonably satisfactory to the Letter of Credit Issuer (I) the Letter of Credit to

be amended; (II) the proposed date of amendment thereof (which shall be a Business Day); (III) the

nature of the proposed amendment; and (IV) such other matters as the Letter of Credit Issuer may

reasonably require.Additionally, the Borrower shall furnish to the Letter of Credit Issuer and the

Administrative Agent such other documents and information pertaining to such requested Letter of Credit

issuance or amendment, including any Issuer Documents, as the Letter of Credit Issuer or the

Administrative Agent may reasonably require.

(c)Unless the Letter of Credit Issuer has received written notice from any Revolving Credit

Lender, the Administrative Agent or any Credit Party, at least one Business Day prior to the requested

dateofissuanceoramendmentoftheLetterofCredit,thatoneormoreapplicableconditionscontainedin

Section6(solelywithrespecttoanyLetterofCreditissuedontheClosingDate)orSection7shallnot

then be satisfied to the extent required thereby, then, subject to the terms and conditions hereof, the Letter

of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or,

so long as the Borrower are the primary obligors, for the account of the Borrower or a Restricted

Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with

each such Letter of Credit Issuer’s usual and customary business practices.

(d)If the Borrower so requests in any Letter of Credit Request, the Letter of Credit Issuer

shall agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension

Letter of Credit”); providedthat any such Auto-Extension Letter of Credit must permit the Letter of

Credit Issuer to prevent any such extension at least once in each twelve-month period (commencing with

the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof and the

Borrower not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to

be agreed upon at the time such Letter of Credit is issued.Unless otherwise directed by the Letter of

Credit Issuer, the Borrower shall not be required to make a specific request to the Letter of Credit Issuer

for any such extension.Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be

deemed to have authorized (but may not require) the Letter of Credit Issuer to permit the extension of

such Letter of Credit at any time to an expiry date not later than the L/C Facility Maturity Date, unless

otherwise agreed upon by the Administrative Agent and the Letter of Credit Issuer; provided, however,

that the Letter of Credit Issuer shall not permit any such extension if (A) the Letter of Credit Issuer has

reasonably determined that it would not be permitted, or would have no obligation, at such time to issue

such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions

of Section 3.1(b)or otherwise), or (B) it has received written notice on or before the day that is seven

Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the

BorrowerthatoneormoreoftheapplicableconditionsspecifiedinSection7arenotthensatisfied,andin

each such case directing the Letter of Credit Issuer not to permit such extension.

(e)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit

to an advising bank with respect thereto or to the beneficiary thereof, the Letter of Credit Issuer will also

delivertotheBorrowerandtheAdministrativeAgentatrueandcompletecopyofsuchLetterofCreditor

amendment.On the first Business Day of each month, the Letter of Credit Issuer shall provide the

Administrative Agent a list of all Letters of Credit issued by it that are outstanding at such time.

(f)The making of each Letter of Credit Request shall be deemed to be a representation and

warranty by the Borrower that the Letter of Credit may be issued in accordance with, and will not violate

the requirements of, Section 3.1(b).

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3.3LetterofCreditParticipations.

(a)ImmediatelyupontheissuancebytheLetterofCreditIssuerofanyLetterofCredit,(i)in

the case of a Letter of Credit that is not issued by a Support Agreement Bank, the Letter of Credit Issuer

shall be deemed to have sold and transferred to each Revolving Credit Lender and (ii) in the case of a

LetterofCreditthatisissuedbyaSupportAgreementBank,theAdministrativeAgentshallbedeemedto

have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender referred

to in the foregoing clauses (i) and (ii), in its capacity under this Section 3.3, an “L/C Participant”), and

each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and

received from the Letter of Credit Issuer or the Administrative Agent, as applicable, without recourse or

warranty,anundividedinterestandparticipation(eachan“L/C Participation”),totheextentofsuchL/C

Participant’s Revolving Credit Commitment Percentage in each Letter of Credit, each substitute therefor,

each drawing made thereunder and the obligations of the Borrower under this Agreement with respect

thereto,andanysecuritytherefororguarantypertainingthereto;providedthattheLetterofCreditFees

will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as

provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any

Fronting Fees.

(b)In determining whether to pay under any Letter of Credit, the relevant Letter of Credit

Issuer shall have no obligation relative to the L/C Participants other than to confirm that any documents

required to be delivered under such Letter of Credit have been delivered and that they appear to comply

on their face with the requirements of such Letter of Credit.Any action taken or omitted to be taken by

the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken

or omitted in the absence of gross negligence or willful misconduct as determined in the final non-

appealable judgment of a court of competent jurisdiction, shall not create for the Letter of Credit Issuer

any resulting liability.In furtherance of the foregoing and without limiting the generality thereof, the

parties agree that, with respect to documents presented that appear on their face to be in substantial

compliance with the terms of a Letter of Credit, a Letter of Credit Issuer may, in its sole discretion, either

accept and make payment upon such documents without responsibility for further investigation,

regardless of any notice or information to the contrary, or refuse to accept and make payment upon such

documents if such documents are not in strict compliance with the terms of such Letter of Credit, and any

such acceptance or refusal shall be deemed not to constitute gross negligence or willful misconduct.

(c)In the event that the Letter of Credit Issuer makes any payment under any Letter of Credit

issued by it and the Borrower shall not have repaid such amount in full to the respective Letter of Credit

Issuer through the Administrative Agent pursuant to Section 3.4(a), the Administrative Agent shall

promptly notify each L/C Participant of such failure, and each L/C Participant shall promptly and

unconditionally pay to the Administrative Agent for the account of the Letter of Credit Issuer, the amount

of such L/C Participant’s Revolving Credit Commitment Percentage of such unreimbursed payment in

Dollars and in immediately available funds.If and to the extent such L/C Participant shall not have so

made its Revolving Credit Commitment Percentage of the amount of such payment available to the

Administrative Agent for the account of the Letter of Credit Issuer, such L/C Participant agrees to pay to

theAdministrativeAgentfortheaccountoftheLetterofCreditIssuer,forthwithondemand,such

amount, together with interest thereon for each day from such date until the date such amount is paid to

the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the

Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees that

are reasonably and customarily charged by the Letter of Credit Issuer in connection with the foregoing.

The failure of any L/C Participant to make available to the Administrative Agent for the account of the

Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of

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Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the

Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment

Percentage of any payment under such Letter of Credit on the date required, as specified above, but noL/

C Participant shall be responsible for the failure of any other L/C Participant to make available to the

Administrative Agent such other L/C Participant’s Revolving Credit Commitment Percentage of any such

payment.

(d)Whenever the Administrative Agent receives a payment in respect of an unpaid

reimbursement obligation as to which the Administrative Agent has received for the account of the Letter

of Credit Issuer any payments from the L/C Participants pursuant to clause (c)above, the Administrative

Agent shall promptly pay to each L/C Participant that has paid its Revolving Credit Commitment

Percentage of such reimbursement obligation, in Dollars and in immediately available funds, an amount

equal to such L/C Participant’s share (based upon the proportionate aggregate amount originally funded

by such L/C Participant to the aggregate amount funded by all L/C Participants) of the amount so paid in

respectofsuchreimbursementobligationandinterestthereonaccruingafterthepurchaseofthe

respectiveL/CParticipationsattheOvernightRate.

(e)TheobligationsoftheL/CParticipantstomakepaymentstotheAdministrativeAgentfor

the account of the Letter of Credit Issuer with respect to Letters of Credit shall be irrevocable and not

subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and

shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

(f)If any payment received by the Administrative Agent for the account of the Letter of

Credit Issuer pursuant to Section3.3(c)is required to be returned, each Lender shall pay to the

Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment

Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such

demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable

Overnight Rate from time to time in effect.The obligations of the Lenders under this clause shall survive

the payment in full of the Obligations and the termination of this Agreement.

3.4AgreementtoRepayLetterofCreditDrawings.

(a)The Borrower hereby agrees to reimburse (i) the Letter of Credit Issuer, by making

payment with respect to any drawing under any Letter of Credit in the same currency in which such

drawing was made unless the Letter of Credit Issuer (at its option) shall have specified in the notice of

drawing that it will require reimbursement in Dollars and (ii) the Administrative Agent (or its Affiliate)

for any payment pursuant to an LC Support Agreement to any Support Agreement Bank (a “Support

Agreement Payment”), by making payment with respect to any such payment in the same currency in

which such payment was made under the LC Support Agreement unless the Administrative Agent (at its

option) shall have specified in the notice of drawing that it will require reimbursement in Dollars.Any

such reimbursement shall be made by the Borrower to the Administrative Agent in immediately available

funds for any LC Support Agreement Payment or any payment or disbursement made by the Letter of

Credit Issuer under any Letter of Credit (each such amount so paid until reimbursed, an “Unpaid

Drawing”) no later than the date that is one Business Day after the date on which the Borrower receives

written notice of such payment or disbursement (the “Reimbursement Date”), with interest on the LC

Support Agreement Payment or the amount so paid or disbursed by the Letter of Credit Issuer, to the

extent not reimbursed prior to 5:00 p.m. (New York City time) on the Reimbursement Date, from the

Reimbursement Date to thedate the LC Support Agreement Payment is reimbursed or the Letter of Credit

Issuer is reimbursed, as applicable, therefor at a rate per annum that shall at all times be the Applicable

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Margin for ABR Loans that are Revolving Credit Loans plus the ABR as in effect from time to time,

provided that, notwithstanding anything contained in this Agreement to the contrary, (i) unless the

BorrowerhasnotifiedtheAdministrativeAgentandtherelevantLetterofCreditIssuerpriorto11:00

a.m. (New York City time) on the Reimbursement Date that the Borrower intends to reimburse the

relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of

Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to

Letters of Credit, the Revolving Credit Lenders make Revolving Credit Loans (which shall be

denominated in Dollars andwhich shall be ABR Loans) on the ReimbursementDate in the amount of

such drawing and (ii) the Administrative Agent shall promptly notify each L/C Participant of such

drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each L/C

Participant shall be irrevocably obligatedtomakeaRevolvingCreditLoantotheBorrowerinDollarsin

themannerdeemedtohavebeen requested in the amount of its Revolving Credit Commitment Percentage

of the applicable Unpaid Drawing by 2:00 p.m. (New York City time) on such Reimbursement Date by

making the amountof such Revolving Credit Loan available to the Administrative Agent.Such

Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount.The

Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of

reimbursing the Letter of Credit Issuer forthe related Unpaid Drawing or reimbursing the Administrative

Agent (or its Affiliate) for the LC Support Agreement Payment, as applicable.In the event that the

Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the L/C Facility Maturity

Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be

deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of

Credit Issuer or the Administrative Agent, as applicable, shall hold the proceeds received from the L/C

Participants as contemplated above as cash collateralforsuchLetterofCredittoreimburseanyUnpaid

DrawingundersuchLetterofCreditandshall use such proceeds first, to reimburse itself for any Unpaid

Drawings made in respect of such Letter of Credit following the L/C Facility Maturity Date, second, to

the extent such Letter of Credit expires or is returned undrawn while any such cash collateral remains, to

the repayment of obligations in respect ofany Revolving Credit Loans that have not been paid at such

time and third, to the Borrower or as otherwise directed by a court of competent jurisdiction.Nothing in

this Section 3.4(a) shall affect the Borrower’s obligation to repay all outstanding Revolving Credit Loans

when due in accordance with the terms of this Agreement.

(b)The obligation of the Borrower to reimburse the Letter of Credit Issuer for each drawing

under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and

irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all

circumstances, including the following:

(i)anylackofvalidityorenforceabilityofthisAgreementoranyoftheotherCredit

Documents;

(ii)the existence of any claim, set-off, defense or other right that the Borrower may

have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit

(or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of

Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of

Credit, the transactions contemplated herein or any unrelated transactions (including any underlying

transaction between the Borrower and the beneficiary named in any such Letter of Credit);

(iii)any draft, demand, certificate or other document presented under such Letter of

Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein

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being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any

document required in order to make a drawing under such Letter of Credit;

(iv)waiver by the Letter of Credit Issuer of any requirement that exists for the Letter

ofCreditIssuer’sprotectionandnottheprotectionoftheBorrower(orotherRestrictedSubsidiary)orany

waiver by the Letter of Credit Issuer which does not in fact materially prejudice the Borrower (or the

Borrower or other Restricted Subsidiary);

(v)any payment made by the Letter of Credit Issuer in respect of an otherwise

complying item presented after the date specified as the expiration date of, or the date by which

documents must be received under, such Letter of Credit if presentation after such date is authorized by

the Uniform Commercial Code, the ISP or the UCP, as applicable;

(vi)any payment by the Letter of Credit Issuer under such Letter of Credit against

presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit;

or any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting

to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator,

receiverorotherrepresentativeoforsuccessortoanybeneficiaryoranytransfereeofsuchLetterof

Credit,includinganyarisinginconnectionwithanyproceedingundertheBankruptcyCode;

(vii)honor of a demand for payment presented electronically even if such Letter of

Credit requires that demand be in the form of a draft;

(viii)any adverse change in any relevant exchange rates or in the relevant currency

markets generally; or

(ix)any other circumstance or happening whatsoever, whether or not similar to any

of the foregoing, including any other circumstance that might otherwise constitute a defense available to,

or a discharge of, the Borrower (or other Restricted Subsidiary) (other than the defense of payment or

performance).

(c)The Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any

wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of

acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit

Issuer as determined in the final non-appealable judgment of a court of competent jurisdiction.

3.5Increased Costs.If, after the Closing Date, any Change in Law shall (x) impose, modify

or make applicable any reserve, deposit, capital adequacy, liquidity or similar requirement against letters

of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein or (y)

impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its

obligationsunderthisAgreementinrespectofLettersofCreditorL/CParticipationsthereinoranyLetter

of Credit or such L/C Participant’s L/C Participation therein (other than (1) Indemnified Taxes or (2)

Excluded Taxes) on its loans, loan principal, letters of credits, commitments or other obligations, or its

deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is

to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or

participating in any Letter of Credit or to reduce the actual amount of any sum received or receivable by

the Letter of Credit Issuer or such L/C Participant hereunder in respect of Letters of Credit or L/C

Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of

Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the

Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of

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Credit issued on account of the Borrower (or other Restricted Subsidiary))), the Borrower shall pay to the

Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will

compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it

being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be

entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or

directive to comply with, any law, rule or regulation as in effect on the Closing Date.A certificate

submittedtotheBorrowerbytherelevantLetterofCreditIssueroranL/CParticipant,asthecase may be

(a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the

Administrative Agent) setting forth in reasonable detail the basis for the determination of such actual

additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant

as aforesaid, shall be conclusive and binding on the Borrower absent clearly demonstrable error. The

obligations ofthe Borrower under this Section 3.5shall survive thepayment in full of the Obligations and

the termination of this Agreement.

3.6NeworSuccessorLetterofCreditIssuer.

(a)The Letter of Credit Issuer may resign as the Letter of Credit Issuer upon 60 days’ prior

writtennoticetotheAdministrativeAgent,theLendersandtheBorrower.TheBorrowermayreplace

anyLetterofCreditIssuerforanyreasonuponwrittennoticetotheAdministrativeAgentandsuchLetter

of Credit Issuer.The Borrower may add Letter of Credit Issuers at any time upon notice to the

Administrative Agent.If the Letter of Credit Issuer shall resign or be replaced, or if the Borrower shall

decide to add a new Letter of Credit Issuer under this Agreement, then the Borrower may appoint from

amongtheLendersasuccessorissuerofLettersofCreditoranewLetterofCreditIssuer,asthecasemay

be, or, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or

delayed), another successor or new issuer of Letters of Credit, whereupon such successor issuer accepting

such appointment shall succeed to the rights, powers and duties of the replaced or resigning Letter of

Credit Issuer under this Agreement and the other Credit Documents, or such new issuer of Letters of

Credit accepting such appointment shall be granted the rights, powers and duties of the Letter of Credit

Issuer hereunder, and the term Letter of Credit Issuer shall mean such successor or such new issuer of

Letters of Credit effective upon such appointment.At the time such resignation or replacement shall

become effective, the Borrower shall pay to the resigning or replaced Letter of Credit Issuer all accrued

and unpaid fees applicable to the Letters of Credit pursuant to Sections 4.1(b)and4.1(d).The acceptance

of any appointment as the Letter of Credit Issuer hereunder whether as a successor issuer or new issuer of

Letters of Credit in accordance with this Agreement, shall be evidenced by an agreement entered into by

such new or successor issuer of Letters of Credit, in a form reasonably satisfactory to the Borrower and

the Administrative Agent and, from and after the effective date of such agreement, such new or successor

issuer of Letters of Credit shall become the Letter of Credit Issuer hereunder.After the resignation or

replacement oftheLetterofCreditIssuerhereunder,theresigningorreplacedLetterofCreditIssuershall

remainapartyheretoandshallcontinuetohavealltherightsandobligationsoftheLetterofCreditIssuer

under this Agreement and the other Credit Documents with respect to Letters of Credit issued by it prior

to such resignation or replacement but shall not be required to issue additional Letters of Credit.In

connection with any resignation or replacement pursuant to this clause (a)(but, in case of any such

resignation, only to the extent that a successor issuer of Letters of Credit shall have been appointed),

either(i)theBorrower,theresigningorreplacedLetterofCreditIssuerandthesuccessorissuerofLetters

ofCreditshallarrangetohaveanyoutstandingLettersofCreditissued bytheresigningorreplacedLetter

ofCreditIssuerreplacedwithLettersofCreditissuedbythesuccessorissuerofLettersofCreditor

(ii)the Borrower shall cause the successor issuer of Letters of Credit, if such successor issuer is

reasonably satisfactory to the replaced or resigning Letter of Credit Issuer, to issue “back-stop” Letters of

Credit naming the resigning or replaced Letter of Credit Issuer as beneficiary for each outstanding Letter

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of Credit issued by the resigning or replaced Letter of Credit Issuer, which new Letters of Credit shall be

denominated in the same currency as, and shall have a face amount equal to, the Letters of Credit being

back-stopped and the sole requirement for drawing on such new Letters of Credit shall be a drawing on

the corresponding back-stopped Letters of Credit.After any resigning or replaced Letter of Credit

Issuer’s resignation or replacement as Letter of Credit Issuer, the provisions of this Agreement relating to

the Letter of Credit Issuer shall inure to its benefit as to any actions taken or omitted to be taken by it (A)

while it was the Letter of Credit Issuer under this Agreement or (B) at any time with respect to Letters of

Credit issued by such Letter of Credit Issuer.

(b)Totheextentthereare,atthetimeofanyresignationorreplacementassetforthinclause

(a)above, any outstanding Letters of Credit, nothing herein shall be deemed to impact or impair any

rights and obligations of any of the parties hereto with respect to such outstanding Letters of Credit

(including, without limitation, any obligations related to the payment of Fees or the reimbursement or

fundingofamountsdrawn),exceptthattheBorrower,theresigningorreplacedLetterofCreditIssuerand

the successor issuer of Letters of Credit shall have the obligations regarding outstanding Letters of Credit

described in clause (a)above.

3.7Role of Letter of Credit Issuer.Each Lender and the Borrower agree that, in paying any

drawingunderaLetterofCredit,theLetterofCreditIssuershallnothaveanyresponsibilitytoobtainany

document (other than any sight draft, certificates and documents expressly required by the Letter of

Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of

the Person executing or delivering any such document.None of the Letter of Credit Issuer, the

Administrative Agent, any of their respective Affiliates nor any correspondent, participant or assignee of

the Letter of Credit Issuer shall be liable to any Lender for (i) any action taken or omitted in the absence

of gross negligence or willful misconduct as determined in the final non-appealable judgment of a court

of competent jurisdiction or (ii) the due execution, effectiveness, validity or enforceability of any

document or instrument related to any Letter of Credit or Issuer Document.The Borrower hereby

assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any

Letter of Credit; providedthat this assumption is not intended to, and shall not, preclude the Borrower’s

pursuit of such rights and remedies as it may have against the beneficiary or transferee at law or under

any other agreement.None of the Letter of Credit Issuer, the Administrative Agent, any of their

respective Affiliates nor any correspondent, participant or assignee of the Letter of Credit Issuer shall be

liable or responsible for any of the matters described in Section 3.3(b); providedthat anything in such

Section to the contrary notwithstanding, the Borrower may have a claim against a Letter of Credit Issuer,

and a Letter of Credit Issuer may be liable to the Borrower, to the extent, but only to the extent, of any

direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower

proves were caused by such Letter of Credit Issuer’s willful misconduct or gross negligence or such

Letter of Credit Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the

beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter

of Credit in each case as determined in the final non-appealable judgment of a court of competent

jurisdiction.In furtherance and not in limitation of the foregoing, the Letter of Credit Issuer may accept

documents that appear on their face to be in order, without responsibility for further investigation,

regardless of any notice or information to the contrary, and the Letter of Credit Issuer shall not be

responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to

transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in

part, which may prove to be invalid or ineffective for any reason.

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The Letter of Credit Issuer may send a Letter of Credit or conduct any communication to or from

the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) message

or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

3.8CashCollateral.

(a)Certain Credit Support Events.Upon the written request of the Administrative Agent or

the Letter of Credit Issuer, if (i) as of the L/C Facility Maturity Date, any L/C Obligation for any reason

remainsoutstanding,(ii)theBorrowershallberequiredtoprovideCashCollateralpursuantto

Section11.13or (iii)theprovisionsof Section 2.16(a)(v)are in effect, the Borrower shall immediately (in

the case of clause(ii)above) or within one Business Day (in all other cases), following any written

request by the Administrative Agent or the Letter of Credit Issuer, provide Cash Collateral in an amount

not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral

provided pursuant to clause(iii)above, after giving effect to Section2.16(a)(iv)and any Cash Collateral

provided by the Defaulting Lender).

(b)Grant of Security Interest.The Borrower, and to the extent provided by any Defaulting

Lender, such Defaulting Lender, hereby grant to (and subject to the control of) the Administrative Agent,

for the benefit of the Administrative Agent, the Letter of Credit Issuer and the Revolving Credit Lenders,

and agree to maintain, a first priority security interest in all such cash, deposit accounts and all balances

therein as described in Section 3.8(a), and all other property so provided as collateral pursuant hereto, and

inallproceedsoftheforegoing,allassecurityfortheobligationstowhichsuchCashCollateralmaybe

applied pursuant to Section3.8(c).If at any time the Administrative Agent determines that Cash

Collateral is subject to any right or claim of any Person other than the Administrative Agent or the Letter

of Credit Issuer as herein provided, other than Permitted Liens, or that the total amount of such Cash

Collateral is less than the Minimum Collateral Amount (including, without limitation, as a result of

exchange rate fluctuations), the Borrower will, promptly upon written demand by the Administrative

Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to

eliminate such deficiency.Cash Collateral shall be maintained in blocked, interest-bearing deposit

accounts with the Administrative Agent.The Borrower shall pay on demand therefor from time to time

all customary account opening, activity and other administrative fees and charges in connection with the

maintenance and disbursement of Cash Collateral.

(c)Application.Notwithstanding anything to the contrary contained in this Agreement,

Cash Collateral provided under any of this Section3.8or Sections2.16, 5.2or 11.13in respect of Letters

of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund

participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest

accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to

any other application of such property as may otherwise be provided for herein.

(d)CashCollateral(ortheappropriateportionthereof)providedtoreduceFrontingExposure

or to secure other obligations shall be released promptly following (i)the elimination of the applicable

Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting

LenderstatusoftheapplicableLender(or,asappropriate,its assigneefollowingcompliancewith

Section13.6(b)(ii)) or there is no longer existing an Event of Default) or (ii)the determination by the

Administrative Agent and the Letter of Credit Issuer that there exists excess Cash Collateral.

3.9Applicability of ISP and UCP.Unless otherwise expressly agreed by the Letter of Credit

Issuer and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each

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standby Letter of Credit and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,

asmostrecentlypublishedbytheInternationalChamberofCommerceatthetimeofissuance,shallapply

to each commercial Letter of Credit.Notwithstanding the foregoing, the Letter of Credit Issuer shall not

be responsible to the Borrower for, and the Letter of Credit Issuer’s rights and remedies against the

Borrower shall not be impaired by, any action or inaction of the Letter of Credit Issuer required or

permitted under any law, order or practice that is required or permitted to be applied to any Letter of

Credit or this Agreement, including the applicable law or any order of a jurisdiction where the Letter of

Credit Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the

decisions, opinions, practice statements or official commentary of the ICC Banking Commission, the

Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA),

or the Institute of International Banking Law & Practice, whether or not any Letter of Credit Issuer

chooses such law or practice.

3.10Conflict with Issuer Documents.In the event of any conflict between the terms hereof

and the terms of any Issuer Document, the terms hereof shall control and any grant of security interest in

any Issuer Documents shall be void.

3.11Letters of Credit Issued for Restricted Subsidiaries.Notwithstanding that a Letter of

Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, the

Borrower or a Restricted Subsidiary, the Borrower shall be obligated to reimburse the Letter of Credit

Issuer hereunder for any and all drawings under such Letter of Credit.The Borrower hereby

acknowledges that the issuance of Letters of Credit for the account of the Borrower or any other

RestrictedSubsidiariesinurestothebenefitoftheBorrowerandthattheBorrower’sbusinessderives

substantialbenefitsfromthebusinessesoftheBorrowerandtheotherRestrictedSubsidiaries.

3.12Provisions Related to Extended Revolving Credit Commitments.If the Letter of Credit

Expiration Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiry

dateofanyLetterofCredit,then(i)ifconsentedtobytheLetterofCreditIssuerwhichissuedsuchLetter

of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter

of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which

consent has been obtained shall automatically be deemed to have been issued (including for purposes of

the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving

Credit Loans and payments in respect thereof pursuant to Sections3.3and 3.4) under (and ratably

participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-

terminating tranches up to an aggregate amount not to exceed the aggregate amount of the unutilized

Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount

of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to

immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in

accordance with Section3.8.Upon the maturity date of any tranche of Revolving Credit Commitments,

the sublimit for Letters of Credit may be reduced as agreed between the Letter of Credit Issuer and the

Borrower, without the consent of any other Person.

Section4.Fees

4.1Fees.

(a)Without duplication, the Borrower agrees to pay to the Administrative Agent in Dollars,

for the account of each Revolving Credit Lender (in each case pro rata according to the respective

Revolving Credit Commitments of all such Lenders), a commitment fee (the “Commitment Fee”) for

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each day from the Closing Date to the Revolving Credit Termination Date.Each Commitment Fee shall

be payable (x)quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower (for the

quarterlyperiod(orportionthereof)endedonsuchdayforwhichnopaymenthasbeenreceived)and

(y)on the Revolving Credit Termination Date (for the period ended on such date for which no payment

has been received pursuantto clause(x)above), and shall be computed for each day during such period at

a rate per annum equal to the Commitment Fee Rate in effect on such day on the Available Commitment

in effect on such day.

(b)Without duplication, the Borrower agrees to pay to the Administrative Agent in Dollars

for the account of the Revolving Credit Lenders pro rata on the basis of their respective Letter of Credit

Exposure, a fee in respect of each Letter of Credit issued on the Borrower’s or any of the other Restricted

Subsidiaries’ behalf (the “Letter of Credit Fee”), for the period from the date of issuance of such Letter

of Credit to the termination date of such Letter of Credit computed at the per annum rate for each day

equal to the Applicable Margin for Benchmark Rate Revolving Credit Loans.Except as provided below,

such Letter of Credit Fees shall be due and payable (x)quarterly in arrears on the last Business Day of

each fiscal quarter of the Borrower and (y)on the date upon which the Total Revolving Credit

Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero.

(c)Without duplication, the Borrower agrees to pay to the Administrative Agent in Dollars,

for its own account, administrative agent fees as have been previously agreed in writing or as may be

agreed in writing from time to time.

(d)Without duplication, the Borrower agrees to pay to the Letter of Credit Issuer a fronting

feeinDollarsinrespectofeachLetterofCreditissuedbyittotheBorrower(the“FrontingFee”)(i)

with respect to each commercial Letter of credit, equal to 0.125% of the amount of such Letter of Credit

orsuchotheramounttobeagreedinwritingbetweentheBorrowerandsuchLetterofCreditIssuerand

(ii) with respect to each standby Letter of Credit, forthe period from the date of issuance of such Letter of

Credit to the termination date of such Letter of Credit, computed at the rate for each day equal to 0.125%

on the average daily Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in

writing between the Borrower and the Letter of Credit Issuer).Such Fronting Fees shall be due and

payable (x)quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower and (y)on

the date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit

Outstanding shall have been reduced to zero.

(e)Without duplication, the Borrower shall pay to each Letter of Credit Issuer, as

appropriate, on demand, such Letter of Credit Issuer’s other customary fees at then prevailing rates,

without duplication of fees otherwise payable hereunder (including all per annum fees), charges and

expenses of such Letter of Credit Issuer in respect of the application for, and the issuance, negotiation,

acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to

the application and related documentation under which such Letter of Credit is issued.

(f)During the period commencing on the Closing Date and ending on, and including, the

Delayed Draw Term Loan Commitment Termination Date, the Borrower agrees to pay to the

Administrative Agent, for the account of each Delayed Draw Term Loan Lender with an outstanding

Delayed Draw Term Loan Commitment, a ticking fee equal to 1.00% per annum of the average daily

unused amount of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitments in

effect during such period. Ticking fees that have accrued pursuant to this Section 4.1(f)to the last day of

March, June, September, and December of each year (and, with respect to the payment to be made on the

Delayed Draw Term Loan Commitment Termination Date, ticking fees that have accrued to such date)

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shall be payable in arrears on the last day of March, June, September, and December of each year and on

the Delayed Draw Term Loan Commitment Termination Date, with such first payment being due on

March 31, 2025; providedthat no such ticking fee shall accrue on the Delayed Draw Term Loan

Commitment of a Defaulting Lender so long as such Lender shall be a DefaultingLender. All ticking fees

shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the

actual number of days elapsed (including the first day but excluding the last day).

(g)Notwithstandingtheforegoing,theBorrowershallnotbeobligatedtopayanyamountsto

any Defaulting Lender pursuant to this Section 4.1, except to the extent provided in Section 2.16(a)(iii).

4.2Voluntary Reduction of Revolving Credit Commitments and Delayed Draw Term Loan

Commitments.Upon at least two Business Days’ prior written notice to the Administrative Agent at the

Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of

the Lenders), the Borrower has the right, without premium or penalty, on any day, permanently to

terminate or reduce the Delayed Draw Term Loan Commitments and/or the Revolving Credit

Commitments, as applicable, in whole or in part; providedthat (a)any such reduction shall apply

proportionately and permanently to reduce the Delayed Draw Term Loan Commitments and/or the

RevolvingCreditCommitment,asapplicable,ofeachoftheLendersofanyapplicableClass,exceptthat

(x) notwithstanding the foregoing, in connection with the establishment on any date of any Extended

Revolving Credit Commitments pursuant to Section2.14(g), the Revolving Credit Commitments of any

one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be

reduced in an amount equal to the amount of Revolving Credit Commitments so extended on such date

(providedthat (x)after giving effect to any such reduction and to the repayment of any Revolving Credit

Loans made on such date, the Revolving Credit Exposure of any such Lender does not exceed the

RevolvingCreditCommitmentthereofand(y)fortheavoidanceofdoubt,anysuchrepaymentof

Revolving Credit Loans contemplated by the preceding clauseshall be made in compliance with the

requirements of Section5.3(a)with respect to the ratable allocation of payments hereunder, with such

allocation being determined after giving effect to any conversion pursuant to Section2.14(g)of

Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit

Commitments and Extended Revolving Credit Loans pursuant to Section2.14(g)prior to any reduction

being made to the Revolving Credit Commitment of any other Lender) and (ii)the Borrower may at its

election permanently reduce the Revolving Credit Commitment of a Defaulting Lender to $0 without

affecting the Revolving Credit Commitments of any other Lender, (b)any partial reduction pursuant to

this Section4.2shall be in the amount of at least $5,000,000, and (c)after giving effect to such

termination or reduction and to any prepayments of the Loans made on the date thereof in accordance

with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposures shall not exceed

the Total Revolving Credit Commitment and the aggregate amount of the Lenders’ Revolving Credit

Exposures in respect of any Class shall not exceed the aggregate Revolving Credit Commitment of such

Class.

4.3MandatoryTerminationofCommitments.

(a)The Initial Term Loan Commitments shall terminate on the Closing Date upon the

Borrowing of the Initial Term Loans.

(b)Unless previously terminated or extended, the Delayed Draw Term Loan Commitments

shall terminate on the Delayed Draw Term Loan Commitment Termination Date and the Delayed Draw

Term Loan Commitments of each Lender shall be reduced by the aggregate principal amount of Delayed

Draw Term Loans funded by such Lender.

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(c)[Reserved].

(d)The Revolving Credit Commitment shall terminate at 5:00p.m. (New York City time) on

the Revolving Credit Maturity Date.

(e)The Swingline Commitment shall terminate at 5:00 p.m. (New York City time) one

Business Day prior to the Swingline Maturity Date.

(f)The New Loan Commitment for any Series shall, unless otherwise provided in the

applicable Joinder Agreement, terminate at 5:00 p.m. (New York City time) on the Increased Amount

Date for such Series.

Section5.Payments

5.1VoluntaryPrepayments.

(a)The Borrower has the right to prepay Loans, including Term Loans and Revolving Credit

Loans,asapplicable,ineachcase,otherthanassetforthinSection5.1(b),withoutpremiumorpenalty,in

whole or in part from time to time on the following terms and conditions: (1)the Borrower shall give the

Administrative Agent at the Administrative Agent’s Office written notice of its intent to make such

prepayment, the amount of such prepayment and (in the case of Benchmark Rate Loans) the specific

Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 12:00

noon (New York City time) (i)in the case of Benchmark Rate Loans, three Business Days prior to, (ii)in

the case of ABR Loans (other than Swingline Loans), one Business Day prior to the date of such

prepaymentandshallpromptlybetransmittedbytheAdministrativeAgenttoeachoftheLendersand

(iii) in the case of Swingline Loans, on the date of such prepayment and shall be transmitted by the

Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (2)each partial

prepayment of (i)any Borrowing of Benchmark Rate Loans shall be in a minimum amount of $1,000,000

and in multiples of $1,000,000 in excess thereof, (ii)any ABR Loans (other than Swingline Loans) shall

be in a minimum amount of $1,000,000 and in multiples of $1,000,000 in excess thereof and (iii)

Swingline Loans shall be in a minimum of $500,000 and in multiples of $100,000 in excess thereof,

providedthat no partial prepayment of Benchmark Rate Loans made pursuant to a single Borrowing shall

reduce the outstanding Benchmark Rate Loans made pursuant to such Borrowing to an amount less than

the applicable Minimum Borrowing Amount for such Benchmark Rate Loans, and (3)in the case of any

prepayment of Benchmark Rate Loans pursuant to this Section5.1on any day other than the last day of

anInterestPeriodapplicablethereto,theBorrowershall,promptlyafterreceiptofawrittenrequestbyany

applicableLender(whichrequestshallsetforthinreasonabledetailthebasisforrequestingsuchamount),

paytotheAdministrativeAgentfortheaccountofsuchLenderanyamountsrequiredpursuantto

Section2.11.  EachprepaymentinrespectofanyTermLoanspursuanttothisSection5.1shallbe

(a)applied to the Class or Classes of Term Loans as the Borrower may specify and (b)applied to reduce

TermLoanRepaymentAmounts,anyNewTermLoanRepaymentAmounts,and,subjectto

Section2.14(g), Extended Term Loan Repayment Amounts, as the case may be, in each case, in such

order as the Borrower may specify; providedthat, if the Borrower does not specify the application of

prepaymentsinrespectofanyTermLoans,suchprepaymentsshallbeappliedratablytoreducetheInitial

Term Loans, Delayed Draw Term Loans and New Term Loans in direct order of maturity.

(b)In the event that, prior to the first anniversary of the Closing Date, the Borrower makes

any prepayment of Initial Term Loans or Delayed Draw Term Loans pursuant to Section 5.1(a), Section

5.2(a)(i), Section 13.7 or the Loans are accelerated pursuant to Section11, the Borrower shall pay to the

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Administrative Agent, for the ratable account of each of the applicable Lenders, a prepayment premium

of (i) 1.00% of the principal amount of the Initial Term Loans or Delayed Draw Term Loans, as

applicable,beingsoprepaidoraccelerated,and(ii)thereafter,0.00%;providedthatanyprepaymentmade

in connection with a Change of Control, IPO or Transformative Transaction shall not be subject to this

clause (b) and not require any prepayment premium.

5.2MandatoryPrepayments.

(a)TermLoanPrepayments.

(i)On each occasion that a Prepayment Event occurs, the Borrower shall, within

three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other

than one covered by clause(iii)below) and within ten Business Days after the occurrence of any other

Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within ten Business Days after the

Deferred Net Cash Proceeds Payment Date), prepay, in accordance with clause(c)below, Term Loans

with an equivalent principal amount equal to 100% of the Net Cash Proceeds from such Prepayment

Event; providedthat, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event or

Casualty Event, in each case solely to the extent with respect to any Collateral, the Borrower may use a

portion of such Net Cash Proceeds to prepay or repurchase Permitted Other Indebtedness (and with such

prepaid or repurchased Permitted Other Indebtedness permanently extinguished) with a Lien on the

Collateral ranking equal with the Liens securing the Obligations to the extent any applicable Permitted

OtherIndebtednessDocumentrequirestheissuerofsuchPermittedOtherIndebtednesstoprepayormake

an offer to purchase such Permitted Other Indebtedness with the proceeds of such Prepayment Event, in

each case in an amount not to exceed the product of (x)the amount of such Net Cash Proceeds multiplied

by (y)a fraction, the numerator of which is the outstanding principal amount of the Permitted Other

IndebtednesswithaLienontheCollateralrankingequalwiththeLienssecuringtheObligationsandwith

respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of

which is the sum of the outstanding principal amount of such Permitted Other Indebtedness and the

outstanding principal amount of Term Loans.

(ii)Not later than ten Business Days after the date on which financial statements are

required to be delivered pursuant to Section9.1(a)for any fiscal year (commencing with the fiscal year

ending December 31, 2025), the Borrower shall prepay (or cause to be prepaid), in accordance with

clause(c)below, Term Loans with a principal amount equal to (x)50% of Excess Cash Flow for such

fiscal year; providedthat (A)the percentage in this Section5.2(a)(ii)shall be reduced to 25% if the

Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio on the date of prepayment (prior to

giving effect thereto but at the election of the Borrower, giving effect to any prepayment described in

clause(y)below and as certified by an Authorized Officer of the Borrower) for the most recent Test

Periodendedpriortosuchprepaymentdateislessthanorequalto4.50to1.00butgreaterthan4.00to

1.00 and (B)no payment of any Term Loans shall be required under this Section5.2(a)(ii)if the

Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio on the date of prepayment (prior to

giving effect thereto but, at the election of the Borrower, giving effect to any prepayment described in

clause(y)below and as certified by an Authorized Officer of the Borrower) for the most recent Test

Period ended prior to such prepayment date is less than or equal to 4.00 to 1.00, minus, at the election of

the Borrower (y)(i)the principal amount of Term Loans voluntarily prepaid pursuant to Section5.1or

Section13.6or,voluntaryprepayments ofPermittedOtherIndebtednessorotherIndebtednesssecuredby

a Lien on the Collateral ranking equal with the Liens securing the Obligations (in each case, including

purchases of such Indebtedness by Intermediate Holdings and itsSubsidiaries at, equal to or below par, in

which case the amount of voluntary prepayments shall be deemed equal to the face amount of such

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Indebtedness being retired) during such fiscal year subject to the immediately succeeding proviso or after

such fiscal year and prior to the date of the required Excess Cash Flow payment (providedthat, at the

election of the Borrower, any such voluntary prepayments in respect of the Term Loans that have not

been applied to reduce the payments which may be due from time to time pursuant to this Section

5.2(a)(ii)shall be carried over to the immediately succeeding periods, and may reduce the payments due

from time to time pursuant to this Section 5.2(a)(ii)during such subsequent periods, until such time as

such voluntary prepayments reduce such payments which may be due from time to time) and (ii) to the

extent accompanied by permanent optional reductions of Revolving Credit Commitments, Extended

Revolving Credit Commitmentsor Incremental Revolving CreditCommitments, as applicable, Revolving

Credit Loans, Swingline Loans, Extended Revolving Credit Loans, Incremental Revolving Credit Loans,

in each case, other than to the extent any such prepayment is funded with the proceeds of Funded Debt

(otherthanRevolvingCreditLoans)orfromanyCureAmount;providedthat,priortothemakingofsuch

Excess Cash Flow prepayment, any such prepayment amount shall, in each case without duplication of

any such reduction from the definition of “Excess Cash Flow” by such amounts, be reduced on a dollar-

for-dollar basis for such fiscal year by the aggregate amount of clauses (ii)(b), (f), (g), (h)and (j)of the

definition of “Excess Cash Flow” for such fiscal year); provided, further, that prepayments under this

Section5.2(a)(ii)shallonlyberequirediftherequiredprepaymentisinexcessofthegreaterof

(x)$4,000,000 and (y) 10% of Consolidated EBITDA (calculated on a Pro Forma Basis), in the aggregate

and solely to the amount of such required prepayment in excess thereof.

(iii)On each occasion that Permitted Other Indebtedness is issued or incurred

pursuant to Section10.1(u), the Borrower shall within three Business Days of receipt of the Net Cash

Proceeds of such Permitted Other Indebtedness prepay, in accordance with clause(c)below, Term Loans

with a principal amount equal to 100% of the Net Cash Proceeds from such issuance or incurrence of

Permitted Other Indebtedness.

(iv)NotwithstandinganyotherprovisionsofthisSection5.2,(A)totheextentthat

any or all of the Net Cash Proceeds of any Prepayment Event by a Foreign Subsidiary giving rise to a

prepayment pursuant to clause(i)above (a “Foreign Subsidiary Prepayment Event”) or Excess Cash

Flow are prohibited or delayed by any Requirements of Law from being repatriated to the Credit Parties,

an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be

required to be applied to repay Loans at the times provided in clauses(i)and (ii)above, as the case may

be, but only so long as the applicable Requirements of Law will not permit repatriation to the Credit

Parties (the Credit Parties hereby agreeing to cause the applicable Subsidiary to promptly take all

commercially reasonable actions available under the applicable Requirements of Law to permit

repatriation and/or minimize any such delays in order to make the relevant prepayment), and once a

repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the

applicable Requirements of Law, an amount equal to such Net Cash Proceeds or Excess Cash Flow will

be promptly (and in any event not later than ten Business Days after such repatriation is permitted)

applied (net of any taxes that would be payable or reserved against if such amounts were actually

repatriatedwhetherornottheyarerepatriated)totherepaymentoftheLoanspursuanttoclauses(i)and

(y) above, as applicable, and (B)to the extent that the Borrower has determined in good faith that

repatriationofanyoforalltheNetCash ProceedsofanyForeignSubsidiaryPrepaymentEventorExcess

Cash Flow would have a material adverse tax consequence with respect to such Net Cash Proceeds or

Excess Cash Flow, an amount equal to the Net Cash Proceeds or Excess Cash Flow so affected may be

retained by the applicable Subsidiary; providedthat in the case of this clause(B), on or before the date on

which any Net Cash Proceeds from any Foreign Subsidiary Prepayment Event so retained would

otherwise have been required to be applied to reinvestments or prepayments pursuant to clause(i)above

or, in the case of Excess Cash Flow, a date on or before the date that is eighteen months after the date an

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amount equal to such Excess Cash Flow would have so required to be applied to prepayments pursuant to

clause(ii)above unless previously actually repatriated in which case such repatriated, Excess Cash Flow

shallhavebeenpromptlyappliedtotherepaymentoftheTermLoanspursuanttoclause(ii)above,

(x)the Borrower shall apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such

reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by

the Credit Parties rather than such Subsidiary, less the amount of any taxes that would have been payable

or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the

NetCashProceedsorExcessCashFlowthatwouldbecalculatedifreceivedbysuchSubsidiary)or

(z) such Net Cash Proceeds or Excess Cash Flow shall be applied to the repayment of Indebtedness of a

Subsidiary that is not a Credit Party.For the avoidance of doubt, nothing in this Agreement, including

Section 5shall be construed to require any Subsidiary to repatriate cash.

(b)Repayment of Revolving Credit Loans.If on any date the aggregate amount of the

Lenders’ Revolving Credit Exposures in respect of any Class of Revolving Loans for any reason exceeds

100% of the Revolving Credit Commitment of such Class then in effect, the Borrower shall forthwith

repay on such date Revolving Loans of such Class in an amount equal to such excess.If after giving

effect to the prepayment of all outstanding Revolving Loans of such Class, the Revolving Credit

Exposures of such Class exceed the Revolving Credit Commitment of such Class then in effect, the

Borrower shall Cash Collateralize the Letters of Credit Outstanding in relation to such Class to the extent

of such excess.

(c)Application to Repayment Amounts.Subject to Section5.2(f), each prepayment of Term

Loans required by Section5.2(a)(i)or (ii)shall be allocated pro rata among the Initial Term Loans, the

Delayed Draw Term Loans, the New Term Loans and the Extended Term Loans based on the applicable

remaining Repayment Amounts due thereunder and shall be applied within each Class of Term Loans in

respect of such Term Loans in direct order of maturity thereof; providedthat the Borrower may allocate a

lesser proportion of such prepayment in its sole discretion to any later maturing Class or tranche of Term

Loans(includingNewTermLoansand/orExtendedTermLoans,butexcludingtheInitialTermLoans

and the Delayed Draw Term Loans) than to any Class or tranche of Term Loans maturing on any earlier

date. Subject to Section5.2(f), with respect to each such prepayment, the Borrower will, not later thanthe

date specified in Section5.2(a)for making such prepayment, give the Administrative Agent written notice

which shall include a calculation of the amount of such prepayment to be applied to each Class of Term

Loans requesting that the Administrative Agent provide notice of such prepayment to each Initial Term

Loan Lender, Delayed Draw Term Loan Lender, New Term Loan Lender or Lender of Extended Term

Loans, as applicable.

(d)Application to Term Loans.With respect to each prepayment of Term Loans required by

Section5.2(a), the Borrower may, if applicable, designate the Types of Loans that are to be prepaid and

the specific Borrowing(s) pursuant to which made; provided, that if any Lender has provided a Rejection

Notice in compliance with Section5.2(f), such prepayment shall be applied with respect to the Term

Loans to be prepaid on a pro rata basis across all outstanding Types of such Term Loans in proportion to

the percentage of such outstanding Term Loans to be prepaid represented by each such Class.In the

absence of a Rejection Notice or a designation by the Borrower as described in the preceding sentence,

the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion

with a view, but no obligation, to minimize breakage costs owing under Section 2.11.

(e)Application to Revolving Credit Loans. With respect to each prepayment of Revolving

Credit Loans, the Borrower may designate (i) the Types of Loans that are to be prepaid and the specific

Borrowing(s) pursuant to which made and (ii) the Revolving Loans to be prepaid; provided that (y) each

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prepaymentof any Loansmade pursuant toa Borrowing shallbeapplied pro rataamong such Loans;and

(z) notwithstanding the provisions of the preceding clause (y), no prepayment of Revolving Loans shall

be applied to the Revolving Credit Loans of any Defaulting Lender unless otherwise agreed in writing by

theBorrower.IntheabsenceofadesignationbytheBorrowerasdescribedintheprecedingsentence,the

Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with

a view, but no obligation, to minimize breakage costs owing under Section 2.11.

(f)Rejection Right.The Borrower shall notify the Administrative Agent in writing of any

mandatory prepayment of Term Loans required to be made pursuant to Section5.2(a)at least three

Business Days prior to the date of such prepayment.Each such notice shall specify the date of such

prepayment and provide a reasonably detailed calculation of the amount of such prepayment.The

Administrative Agent will promptly notify each Lender holding Term Loans of the contents of such

prepayment notice and of such Lender’s pro rata share of the prepayment.Each Term Loan Lender may

reject all (but not less than all) of its pro rata share of any mandatory prepayment other than any such

mandatory prepayment with respect to a Debt Incurrence Prepayment Event under Section 5.2(a)(i)or

PermittedOtherIndebtednessunderSection5.2(a)(iii)(suchdeclinedamounts,the“Declined Proceeds”)

of Term Loans required to be made pursuant to Section5.2(a)by providing written notice (each, a

“Rejection Notice”) to the Administrative Agent no later than 5:00 p.m. (New York City time) two

Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding

such prepayment.If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the

time frame specified above, any such failure will be deemed an acceptance of the total amount of such

mandatory prepayment of Term Loans.Any Declined Proceeds remaining shall thereafter be retained by

the Borrower.

5.3MethodandPlaceofPayment.

(a)Except as otherwise specifically provided herein, all payments under this Agreement

shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the

AdministrativeAgentfortheratableaccountoftheLendersentitledthereto(or,inthecaseofthe

Swingline Loans to the Swingline Lender) or the Letter of Credit Issuer entitled thereto, as the case may

be,notlaterthan12:00noon(New YorkCitytime), ineachcase, onthedatewhendueandshallbemade

in immediately available funds at the Administrative Agent’s Office or at such other office as the

Administrative Agent shall specify for such purpose by notice to the Borrower (or in the case of the

Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the

Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative

Agent to make a payment from the funds in the Borrower’s account(s) at the Administrative Agent’s

Office shall constitute the making of such payment to the extent of such funds held in such account.All

repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be

made in the currency in which such Loans are denominated and all other payments under each Credit

Document shall, unless otherwise specified in such Credit Document, be made in Dollars.The

Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually

received by the Administrative Agent prior to 12:00 noon (New York City time) or, otherwise, on the

next Business Day in the Administrative Agent’s sole discretion) like funds relating to the payment of

principal or interest or Fees ratably to the Lenders entitled thereto.

(b)AnypaymentsunderthisAgreementthataremadelaterthan12:00noon(NewYorkCity

time) may be deemed to have been made on the next succeeding Business Day in the Administrative

Agent’ssolediscretionforpurposesofcalculatinginterestthereon(or,inthecaseoftheSwinglineLoans,

at the Swingline Lender’s sole discretion).Except as otherwise provided herein, whenever any payment

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to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof

shall be extended to thenext succeeding Business Day and, with respect to payments ofprincipal, interest

shallbepayableduringsuchextensionattheapplicablerateineffectimmediatelypriortosuchextension.

5.4NetPayments.

(a)PaymentsFreeofTaxes;ObligationtoWithhold;PaymentsonAccountofTaxes.

(i)Any and all payments by or on account of any obligation of any Credit Parties

hereunder or under any other Credit Document shall, except as required by applicable laws, be made free

and clear of and without reduction or withholding for any Taxes.

(ii)If any Withholding Agent shall be required by applicable law (as determined in

the good faith discretion of such Withholding Agent) to withhold or deduct any Taxes from any payment,

then (A)such Withholding Agent shall be entitled to withhold or make such deductions as are reasonably

determined by such Withholding Agent to be required by applicable law, (B)such Withholding Agent

shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C)to

theextentthatthewithholdingordeductionismadeonaccountofIndemnifiedTaxes,thesumpayableby

the applicable Credit Party shall be increased as necessary so that after any required withholding or

deductions have been made (including withholding or deductions applicable to additional sums payable

under this Section5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own

account, the Administrative Agent) receives an amount equal to the sum it would have received had no

such withholding or deductions been made.

(b)Payment of Other Taxes by the Credit Parties.Without limiting or duplicating the

provisions of subsection (a)above, the Credit Parties shall timely pay any Other Taxes to the relevant

Governmental Authority in accordance with applicable law or timely reimburse the Administrative Agent

or any Lender for the payment of any Other Taxes.

(c)IndemnificationbytheCreditParties.Withoutlimitingorduplicatingtheprovisionsof

subsection (a)or (b)above, the Credit Parties shall indemnify the Administrative Agent and each Lender,

and shall make payment in respect thereof within 15 days after demand therefor, for the full amount of

Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts

payable under this Section5.4) payable or paid by the Administrative Agent or such Lender, or required

to be withheld or deducted from a payment to the Administrative Agent or such Lender, as the case may

be, and any reasonable expenses arising therefrom or with respect thereto whether or not such

Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.

A certificate as to the amount of any such payment or liability (along with a written statement setting

forth in reasonable detail the basis and calculation of such amounts) delivered to the Borrower by a

Lender (with a copy to the Administrative Agent), orby the Administrative Agent onits ownbehalf or on

behalf of a Lender, shall be conclusive absent manifest error.If the Borrower reasonably believes that

any such Indemnified Taxes were not correctly or legally asserted, the Administrative Agent and/or each

affected Lender will use reasonable efforts to cooperate with the Borrower in pursuing a refund of such

Indemnified Taxes so long as such efforts would not, in the sole determination of the Administrative

Agent or affected Lender, result in any additional costs, expenses or risks or be otherwise

disadvantageous to it.

(d)Evidence of Payments.As soon as practicable after any payment of Taxes by any Credit

Party or the Administrative Agent to a Governmental Authority as provided in this Section5.4, such

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Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued

by such Governmental Authority evidencing such payment, a copy of any return required by laws to

report such payment or other evidence of such payment reasonably satisfactory to the Administrative

Agent.

(e)StatusofLendersandTaxDocumentation.

(i)Each Lender shall deliver to the Borrower and to the Administrative Agent, at

such time or times reasonably requested by the Borrower or the Administrative Agent, such properly

completed and executed documentation prescribed by applicable laws or by the taxing authorities of any

jurisdiction and such other reasonably requested information as will permit the Borrower or the

Administrative Agent, as the case may be, to determine (A)whether or not any payments made hereunder

or under any other Credit Document are subject to backup withholding or information reporting

requirements, (B)if applicable, the required rate of withholding or deduction and (C)such Lender’s

entitlementtoanyavailableexemptionfrom,orreductionof,applicableTaxesinrespectofanypayments

to be made to such Lender by any Credit Party pursuant to any Credit Document or otherwise to establish

such Lender’s status for withholding tax purposes in the applicable jurisdiction.Notwithstanding

anything to the contrary in the preceding sentence, the completion, execution and submission of such

documentation (other than such documentation set forth in Sections 5.4(e)(ii)(A), (B)(1), (B)(2), (B)(3),

(B)(4), and (C)below) shall not be required if in such Lender’s or the Administrative Agent’s reasonable

judgment such completion, execution or submission would subject such Lender or the Administrative

Agent to any material unreimbursed cost or expense or would materially prejudice the legal or

commercial position of such Lender or the Administrative Agent.Any documentation and information

requiredtobedeliveredbyaLenderpursuanttothisSection5.4(e)(includinganyspecificdocumentation

set forth in subsection (ii)below) shall be delivered by such Lender (i)on or prior to the Closing Date (or

on or prior to the date it becomes a party to this Agreement), (ii)on or before any date on which such

documentation expires or becomes obsolete or invalid, (iii)after the occurrence of any change in the

Lender’s circumstances requiring a change in the most recent documentation previously delivered by it to

the Borrower and the Administrative Agent, and (iv)from time to time thereafter if reasonably requested

by the Borrower or the Administrative Agent, and each such Lender shall promptly notify in writing the

BorrowerandtheAdministrativeAgentifsuchLenderisnolongerlegallyeligibletoprovideany

documentationpreviouslyprovided.

(ii)Withoutlimitingthegeneralityoftheforegoing:

(A)any Lender that is a “United States person” within the meaning of

Section7701(a)(30) of the Code (a “U.S. Lender”) shall deliver to the Borrower and the Administrative

AgentexecutedoriginalsorcopiesofInternalRevenueServiceFormW-9(oranysuccessorformthereto)

or such other documentation or information prescribed by applicable laws or reasonably requested by the

Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the

case may be, to determine whether or not such Lender is subject to backup withholding or information

reporting requirements;

(B)each Non-U.S. Lender that is entitled under the Code or any applicable

treaty to an exemption from or reduction of U.S. federal withholding tax with respect to any payments

hereunder or under any other Credit Document shall deliver to the Borrower and the Administrative

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Agent (in such number of copies as shall be requested by the recipient) whichever of the following is

applicable:

(1)executed originals or copies of Internal Revenue Service Form

W-8BEN or Form W-8BEN-E (or any applicable successor form) claiming eligibility for benefits of an

income tax treaty to which the United States is a party;

(2)executed originals or copies of Internal Revenue Service Form

W-8ECI (or any successor form thereto);

(3)in the case of a Non-U.S. Lender claiming the benefits of the

exemption for portfolio interest under Section881(c) of the Code, (x)a certificate, substantially in the

form of ExhibitI-1(a “Non-Bank Tax Certificate”), to the effect that such Non-U.S. Lender is not (A)a

“bank” within the meaning of Section881(c)(3)(A) of the Code, (B)a “10-percent shareholder” of the

Borrower within the meaning of Section881(c)(3)(B) of the Code, or (C)a “controlled foreign

corporation” related to the Borrower described in Section881(c)(3)(C) of the Code, and that no payments

under any Credit Document are effectively connected with such Non-U.S. Lender’s conduct of a United

States trade or business and (y)executed originals or copies of Internal Revenue Service Form W-8BEN

or Form W-8BEN-E (or any applicable successor form);

(4)where such Lender is a partnership (for U.S. federal income tax

purposes) or otherwise not a beneficial owner (e.g., where such Lender has sold a participation), Internal

Revenue Service Form W-8IMY (or any successor form thereto), and to the extent necessary,

accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN,

Internal Revenue Service Form W 8BEN-E, a Non-Bank Tax Certificate (substantially in the form of

Exhibit I-2 or Exhibit I-3, as applicable), Internal Revenue Service Form W-9, and/or other certification

documents from each beneficial owner, as applicable (providedthat, if the Non-U.S. Lender is a

partnership, not a participating Lender and one or more beneficial direct or indirect partners of such

Lenderareclaimingtheportfoliointerestexemption,theNon-BankTaxCertificate(s)(substantiallyinthe

form of ExhibitI-4) may be provided by the Non-U.S. Lender on behalf of the direct or indirect

partner(s)); or

(5)executed originals or copies of any other form prescribed by

applicablelawsasabasisforclaimingexemptionfromorareductioninU.S.federalwithholdingtax

together with such supplementary documentation as may be prescribed by applicable laws to permit the

Borrower or the Administrative Agent to determine the withholding or deduction required to be made;

(C)each Lender and the Administrative Agent shall deliver to the Borrower

and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably

requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law

(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation

reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower

and the Administrative Agent to comply with their obligations under FATCA, to determine whether such

Lender or Administrative Agent has complied with such Lender or Administrative Agent’s obligations

under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for

purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of

this Agreement; and

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(D)if the Administrative Agent is a “United States person” (as defined in

Section 7701(a)(30) of the Code), it shall provide the Borrower on or prior to the date that it becomes a

party to this Agreement (or from time to time thereafter upon the reasonable request of the Borrower)

with two duly completed copies of Internal Revenue Service Form W-9 with respect to fees received on

its own behalf, certifying that it is exempt from federal backup withholding.If the Administrative Agent

is not a “United States person” (as defined in Section 7701(a)(30) of the Code), it shall provide, on or

prior to the date that it becomes a party to this Agreement (and from time to time thereafter upon the

reasonable request for the Borrower), (1) executed originals or copies of Internal Revenue Service Form

W-8ECI, with respect to any amounts payable to the Administrative Agent for its own account and any

other documentation prescribed by applicable law that would allow the Borrower to make such payments

without deduction or withholding of any U.S. federal withholding Taxes, and (2) executed originals or

copies of United States Internal Revenue Service Form W-8IMY certifying on Part I and Part VI of such

FormW-8IMYthatitiseither(a)a“qualifiedintermediary”assumingprimarywithholdingresponsibility

under Chapters 3 and 4 of the Code and primary Form 1099 reporting and backup withholding

responsibility for payments it receives for the accounts of others, or (b) a U.S. branch that has agreed to

be treated as a U.S. person for United States federal withholding tax purposes with respect to payments

received by it from the Borrower and that the payments it receives for the account of others are not

effectively connected with the conduct of a trade or business in the United States, and that it is using such

form as evidence of its agreement with the Borrower to be treated as a U.S. person with respect to such

payments(andtheBorrowerandtheAdministrativeAgentagreetosotreattheAdministrativeAgentasa

U.S. person with respect to such payments as contemplated by Treasury Regulations Section

1.1441-1(b)(2)(iv)(A)).The Administrative Agent shall promptly notify the Borrower at any time it

determines that it is no longer in a position to provide the certification described in the prior sentence.

EachLender agreesthatif anyformorcertificationitpreviouslydeliveredexpiresorbecomes obsoleteor

inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and

the Administrative Agent in writing of its legal inability to do so.

(f)Treatment of Certain Refunds.If the Administrative Agent or any Lender determines, in

its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to

which it has been indemnified by any Credit Party or with respect to which any Credit Party has paid

additional amounts pursuant to this Section5.4, the Administrative Agent or such Lender (as applicable)

shall promptly pay to the Borrower an amount equal to such refund (but only to the extent of indemnity

payments made, or additional amounts paid, by the Credit Parties under this Section5.4with respect to

theIndemnifiedTaxesgivingrisetosuchrefund),netofallout-of-pocketexpenses(includinganyTaxes)

incurredbytheAdministrativeAgentorsuchLender, asthecase maybe,and withoutinterest (otherthan

any interest paid by the relevant Governmental Authority with respect to such refund); providedthat the

Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid

over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental

Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such

Lender is required to repay such refund to such Governmental Authority.In such event, the

Administrative Agent or such Lender, as the case may be, shall, at the Borrower’s request, provide the

Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such

refundreceivedfromtherelevanttaxingauthority(providedthattheAdministrativeAgentorsuchLender

may delete any information therein that it deems confidential).Notwithstanding anything to the contrary

in this paragraph (f), in no event will the Administrative Agent or any Lender be required to pay any

amount to an indemnifying party pursuant to this paragraph (f)the payment of which would place the

Administrative Agent or any Lender in a less favorable net after-Tax position than the Administrative

Agent or any Lender would have been in if the Tax subject to indemnification and giving rise to such

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refund had not been deducted, withheld or otherwise imposed and the indemnification payments or

additional amounts with respect to such Tax had never been paid.This subsection shall not be construed

to require the Administrative Agent or any Lender to make available its Tax returns (or any other

information relating to its Taxes that it deems confidential) to any Credit Party or any other Person.

(g)For the avoidance of doubt, for purposes of this Section5.4, the term “Lender” includes

any Letter of Credit Issuer and the term “applicable law” includes FATCA.

(h)Each party’s obligations under this Section5.4shall survive the resignation or

replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender,

the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under

the Credit Documents.

5.5ComputationsofInterestandFees.

(a)Except as provided in the next succeeding sentence, interest on Benchmark Rate Loans

shall be calculated on the basis of a 360-day year for the actual days elapsed.Interest on ABR Loans

shallbecalculatedonthebasisofa365-(or366-,asthecasemaybe)dayyearfortheactualdays

elapsed.

(b)Fees and the average daily Stated Amount of Letters of Credit shall be calculated on the

basis of a 360-day year for the actual days elapsed.

5.6LimitonRateofInterest.

(a)No Payment Shall Exceed Lawful Rate.Notwithstanding any other term of this

Agreement, the Borrower shall not be obliged topayany interest or other amounts under or in connection

with this Agreement or otherwise in respect of the Obligations in excess of the amount or rate permitted

under or consistent with any applicable law, rule or regulation.

(b)Payment at Highest Lawful Rate.If the Borrower is not obliged to make a payment that

it would otherwise be required to make, as a result of Section5.6(a), the Borrower shall make such

payment to the maximum extent permitted by or consistent with applicable laws, rules and regulations.

(c)Adjustment if Any Payment Exceeds Lawful Rate.If any provision of this Agreement or

any of the other Credit Documents would obligate the Borrower to make any payment of interest or other

amount payable to any Lender in an amount or calculated at a rate that would be prohibited by any

applicablelaw,ruleorregulation,thennotwithstandingsuchprovision,suchamountorrateshallbe

deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the

case may be,as would notbe so prohibited by law, suchadjustment to be effected, to theextent

necessary, by reducing the amount or rate of interest required to be paid by the Borrower to the affected

Lenderunder Section 2.8; providedthat to the extent lawful, the interest or other amounts that would

have been payable but were not payable as a result of the operation of this Section 5.6shall be cumulated

and the interest payable to such Lender in respect of other Loans or periods shall be increased (but not

above such maximum amount or rate of interest therefor) until such cumulated amount, together with

interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by

such Lender.

Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if

any Lender shall have received from the Borrower an amount in excess of the maximum permitted by any

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applicable law, rule or regulation, then the Borrower shall be entitled, by notice in writing to the

Administrative Agent, to obtain reimbursement from that Lender in an amount equal to such excess, and

pendingsuchreimbursement,suchamountshallbedeemedtobeanamountpayablebythatLendertothe

Borrower.

Section6.ConditionsPrecedenttoInitialBorrowing

TheinitialBorrowingunderthisAgreementissubjecttothesatisfactionofthefollowing

conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:

6.1CreditDocuments.

(a)TheAdministrativeAgent(oritscounsel)shallhavereceived:

(i)thisAgreement,executedanddeliveredbyadulyAuthorizedOfficerofthe

Parent Guarantors and the Borrower;

(ii)the Guarantee, executed and delivered by a duly Authorized Officer of Holdings

and each other Guarantor;

(iii)the Pledge Agreement, executed and delivered by a duly Authorized Officer of

Holdings and each other Credit Party; and

(iv)the Security Agreement, executed and delivered by a duly Authorized Officer of

Holdings and each other Credit Party.

(b)All outstanding Equity Interests, regardless of the form of the Equity Interests, in

Intermediate Holdings and all other Restricted Subsidiaries, in each case required to be pledged as of the

Closing Date pursuant to the Pledge Agreement shall have been pledged pursuant thereto.

(c)The Collateral Agent shall have received the certificates representing the Equity Interests

in and of Intermediate Holdings and all other Restricted Subsidiaries, in each case to the extent required

tobedeliveredundertheSecurityDocumentsandpledgedundertheSecurityDocuments,ineachcase,as

of the Closing Date to the extent certificated, accompanied by instruments of transfer and undated stock

powers or allonges endorsed in blank.

(d)All Uniform Commercial Code financing statements required to be filed, registered or

recorded to create the Liens intended to be created by any Security Document and perfect such Liens to

theextentrequiredbysuchSecurityDocumentshallhavebeendeliveredtotheCollateralAgent,and

shallbeinproperform,forfiling,registrationorrecording.

6.2Legal Opinions.The Administrative Agent (or its counsel) shall have received the

executed legal opinions, in customary form, of (i) Kirkland & Ellis LLP, special New York counsel to the

Credit Parties and (ii) Taft Stettinius & Hollister LLP, Ohio counsel to the Credit Parties.The Borrower

hereby instructs such counsel to deliver such legal opinion.

6.3Closing Certificates.The Administrative Agent (or its counsel) shall have received a

certificate of each of the Parent Guarantors, the Borrower and the other Guarantors, dated as of the

Closing Date, substantially in the form of ExhibitE, with appropriate insertions, executed by any

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Authorized Officers of the Borrower and each Guarantor, as applicable, and attaching the documents

referred to in Section 6.4.

6.4AuthorizationofProceedingsoftheBorrower andtheGuarantors;CorporateDocuments.

The Administrative Agent (or its counsel) shall have received (i)a copy of the resolutions of the board of

directors (or a duly authorized committee thereof) or managing member, as applicable, of the Parent

Guarantors, the Borrower and each other Guarantor authorizing (a)the execution, delivery and

performanceoftheCreditDocuments(andanyagreementsrelatingthereto)towhichitisapartyand

(b)in the case of the Borrower, the extensions of credit contemplated hereunder, (ii) the Certificate of

Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable

organizational documents, as applicable, of the Parent Guarantors, the Borrower and each other

Guarantor,and(iii)signatureandincumbencycertificates(orothercomparabledocumentsevidencingthe

same) of the Authorized Officers of the Parent Guarantors, the Borrower and each other Guarantor

executing the Credit Documents to which it is a party.

6.5Fees.The Agents and Lenders shall have received, substantially simultaneously with the

fundingoftheInitialTermLoans,feesrequiredtobepaidundertheFeeLetterand,totheextentinvoiced

at least three Business Days prior to the Closing Date (except as otherwise reasonably agreed by the

Borrower) expenses in the amounts previously agreed in writing to be paid on the Closing Date (which

amounts may, at the Borrower’s option, be offset against the proceeds of the Initial Term Loans).

6.6Solvency Certificate.On the Closing Date, the Administrative Agent (or its counsel)

shall have received a certificate from the Chief Executive Officer, the President, the Chief Financial

Officer, the Treasurer, the Vice President-Finance or any other senior financial officer of Intermediate

Holdings to the effect that after giving effect to the consummation of the Transactions, Intermediate

Holdings and the Restricted Subsidiaries on a consolidated basis are Solvent.

6.7Notice of Borrowing.The Administrative Agent (or its counsel) shall have received a

Notice of Borrowing meeting the requirements of Section2.3with respect to the Initial Term Loans or

any Revolving Loans to be borrowed on the Closing Date.

6.8Transactions. Substantially concurrently with the Borrowing of the Initial Term Loans,

the Acquisition shall have been consummated in all material respects in accordance with the terms of the

Acquisition Agreement.

6.9[Reserved].

6.10Representations and Warranties.The Specified Acquisition Agreement Representations

and the Specified Representations shall be true and correct in all material respects; provided, that to the

extentanySpecifiedRepresentationisqualifiedbyorsubjecttoa“materialadverseeffect”,“material

adverse change” or similar term or qualification, the definition thereof shall be the definition of

“Company Group Material Adverse Effect” (as defined in the Acquisition Agreement) for purposes of the

making or deemed making of such Specified Representation on or as of the Closing Date (or any date

prior thereto).

6.11Patriot Act.The Administrative Agent shall have received at least three Business Days

prior to the Closing Date such documentation and information as is reasonably requested in writing at

least ten Business Days prior to the Closing Date by the Administrative Agent about the Credit Parties to

the extent required by U.S.regulatory authorities under applicable “know your customer” and anti-money

laundering rules and regulations, including, without limitation, the Patriot Act.No later than three

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Business Days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the

Beneficial Ownership Regulation, then the Borrower shall have delivered to the Administrative Agent a

Beneficial Ownership Certification in relation to the Borrower to the extent requested in writing at least

10 Business Days prior to the Closing Date.

6.12No Material Adverse Effect. Since November 8, 2024, there shall not have been any

Company Group Material Adverse Effect (as defined in the Acquisition Agreement).

6.13Refinancing. Substantially simultaneously with the Borrowing of the Initial Term Loans,

the Existing Debt Facilities Refinancing shall be consummated.

6.14Equity Investment. Substantially simultaneously with the Borrowing of the Initial Term

Loans, the Equity Investment shall have been consummated.

For purposes of determining compliance with the conditions specified in this Section6on the Closing

Date, each Lender that has signed this Agreement shall be deemed to have consented to, approved or

accepted or to be satisfied with, each document or other matter required thereunder to be consented to or

approved by, or acceptable or satisfactory to, a Lender unless the Administrative Agent shall have

received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Notwithstanding anything to the contrary contained herein, neither (a) the making or accuracy of any

representation under Section 8, the making or accuracy of any such representation or any supplement

thereto (other than the Specified Representations and/or the Specified Acquisition Agreement

Representations) nor (b) the absence of any breach of any covenant hereunder or the absence of any

occurrence of any Default or Event of Default hereunder, shall constitute a condition precedent to the

availability and/or initial Borrowings on the Closing Date, and the only conditions (express or implied) to

the availability of the Credit Facilities on the Closing Date are those expressly set forth in this Section 6,

and such conditions shall be subject in all respects to the provisions of this Section 6 (it being understood

that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on

the Closing Date (other than the perfection of the security interests in the certificated equity interests of

Intermediate Holdings and each of its direct, wholly-owned, domestic Restricted Subsidiaries (provided

that, to the extent that Intermediate Holdings has used commercially reasonable efforts to procure the

deliveryofsuchcertificatedequityinterests),togetherwithundatedpowersexecutedinblank,priortothe

Closing Date, certificated equity interests of the Company and the subsidiaries of the Company will only

be required to be delivered on the Closing Date pursuant to the terms set forth above if such certificated

equity interests, together with undated powers executed in blank, are received from the Company prior to

the Closing Date) and any assets pursuant to which a lien may be perfected by the filing of a financing

statement under the Uniform Commercial Code) after Intermediate Holdings’ use of commercially

reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a

securityinterestinsuchCollateralshallnotfundingand/oravailabilityoftheCreditFacilitiesonthe

Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to

arrangements and timing to be mutually agreed by the Administrative Agent and Intermediate Holdings,

in each case, acting reasonably (but, in any event, not earlier than 90 days after the Closing Date (or, in

the case of stock certificates, 10 Business Days)).

For avoidance of doubt, nothing under this Agreement or the Security Documents shall be construed as a

requirement to enter into any source code escrow arrangement, an obligation to register or apply for the

registration of or obtain any issuance of Intellectual Property in any jurisdiction, or an obligation to make

any filings or take any actions to record or to perfect the Agents’ lien on or security interest in (I) any

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Intellectual Property other than UCC filings and the filing of documents effecting the recordation of

securityinterestsin theUnited StatesCopyrightOffice andUnited StatesPatent andTrademarkOfficeor

(II)anyIntellectualPropertysubsistingoutsideoftheUnitedStates.

Section7.ConditionsPrecedenttoAllCreditEventsaftertheClosingDate.

After the Closing Date, subject to, in the case of Section 7.1and Section 7.3below, the terms of

Section 1.12(c), to the extent the proceeds of any Loan are being used to finance a Limited Condition

Transaction, the agreement of each Lender to make any Loan requested to be made by it (excluding

Revolving Credit Loans required to be made by the Revolving Credit Lenders in respect of Unpaid

Drawings pursuant to Sections3.3and 3.4) and the obligation of the Letter of Credit Issuer to issue

Letters of Credit on any date is subject to the satisfaction (or waiver) of the following conditions

precedent:

7.1No Default; Representations and Warranties.At the time of each Credit Event and also

aftergivingeffectthereto(otherthananyCreditEventontheClosingDateormadepursuantto

Section2.14or 2.15(which shall be subject to the applicable terms of Section 6, 2.14or 2.15, as

applicable)) (a)no Default or Event of Default shall have occurred and be continuing and (b)all

representations and warranties made by any Credit Party contained herein or in the other Credit

Documents shall be true and correct in all material respects (providedthat any such representations and

warranties which are qualified by materiality, material adverse effect or similar language shall be true and

correct in all respects) with the same effect as though such representations and warranties had been made

on and as of the date of such Credit Event (except where such representations and warranties expressly

relatetoanearlierdate,inwhichcasesuchrepresentationsandwarrantiesshallhavebeentrueandcorrect

in all material respects (providedthat any such representations and warranties which are qualified by

materiality, material adverse effect or similar language shall be true and correct in all respects) as of such

earlier date).

7.2NoticeofBorrowing.

(a)Prior to the making of each Term Loan after the Closing Date, the Administrative Agent

shall have received a Notice of Borrowing meeting the requirements of Section 2.3.

(b)Prior to the making of each Revolving Credit Loan (other than any Revolving Credit

Loan made pursuant to Section3.4(a)) and each Swingline Loan, the Administrative Agent shall have

received a Notice of Borrowing meeting the requirements of Section 2.3.

(c)Prior to the issuance of each Letter of Credit the Administrative Agent and the Letter of

Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(a).

7.3Leverage. Solely in the case of any Borrowing of Delayed Draw Term Loans, the

Consolidated Total Debt to Consolidated EBITDA Ratio, after giving effect to the incurrence of such

Delayed Draw Term Loans and the use of proceeds thereof (and all related acquisitions, Investments and

other transactions consummated or to be consummated in connection therewith and all other appropriate

pro forma adjustments), on a Pro Forma Basis, as of the last day of the then most recently ended Test

Period, shall not exceed 5.00:1.00 (calculated without netting the cash proceeds of such funding of

Delayed Draw Term Loans); provided that, in the case of any Delayed Draw Term Loan that is being

used to finance a Limited Condition Transaction, such condition may, subject to the terms of Section

1.12(c), be tested as of the LCT Test Date with respect to such Limited Condition Transaction.

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The acceptance of the benefits of each Credit Event (other than any Credit Event in connection with a

New Loan Commitment, which shall be subject to the terms of Section 2.14) shall constitute a

representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions

specified in clauses (a)and (b)of Section7.1and, solely with respect to a Borrowing of Delayed Draw

Term Loans, Section 7.3above have been satisfied as of that time.

Section8.RepresentationsandWarranties

In order to induce the Lenders to enter into this Agreement and to make the Loans and issue or

participate in Letters of Credit as provided for herein, Intermediate Holdings makes the following

representations and warranties to the Lenders, all of which shall survive the execution and delivery of this

Agreement, the making of the Loans and the issuance of the Letters of Credit:

8.1Corporate Status.Each of the Credit Parties and each of their respective Restricted

Subsidiaries (a)is a duly organized and/or incorporated and validly existing corporation, limited liability

company or other entity in good standing (if applicable) under the laws of the jurisdiction of its

organization and/or incorporation and has the corporate, limited liability company or other organizational

power and authority to own its property and assets and to transact the business in which it is engaged and

(b)has duly qualified and is authorized to do business and is in good standing (if applicable) in all

jurisdictions where it is required to be so qualified, except where the failure to be so qualified would not

reasonably be expected to result in a Material Adverse Effect; providedthat it is understood and agreed

that in no event shall any representation or warranty made in respect of this Section 8.1 be untrue or

incorrect to the extent made on or prior to the date that is thirty days after the Closing Date (or such

longer period as the Administrative Agent may agree in its reasonable discretion) as a result of the failure

of the Restricted Subsidiaries set forth on Schedule 8.1to fail to be in good standing.

8.2Corporate Power and Authority.Each of the Credit Parties and each of their respective

Restricted Subsidiaries has the corporate or other organizational power and authority to execute, deliver

and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all

necessarycorporateorotherorganizationalactiontoauthorizetheexecution,deliveryandperformanceof

the Credit Documents to which it is a party.Each of the Credit Parties has duly executed and delivered

each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid

and binding obligation of such Credit Party, enforceable in accordance with its terms, except as the

enforceability thereof may be limited by bankruptcy, insolvency, liquidation, winding-up, dissolution,

strike-off or similar laws affecting creditors’ rights generally and subject to general principles of equity.

8.3No Violation.Neither the execution, delivery or performance by any Credit Party of the

Credit Documents to which it is a party nor compliance with the terms and provisions thereof and the

other transactions contemplated hereby will (a)contravene any applicable provision of any law, statute,

rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, other than

anysuchcontraventionthatwouldnotreasonablybeexpectedtoresultinaMaterialAdverseEffect,

(b)result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default

under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any

of the property or assets of such Credit Party or any of the Restricted Subsidiaries (other than Liens

created under the Credit Documents or Permitted Liens) pursuant to the terms of any indenture, loan

agreement, lease agreement, mortgage, deed of trust, agreement or other instrument to which such Credit

Party or any of the Restricted Subsidiaries is a party or by which it or any of its property or assets is

bound (any such term, covenant, condition or provision, a “Contractual Requirement”) other than any

such breach, default or Lien that would not reasonably be expected to result in a Material Adverse Effect

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or (c)violate any provision of the certificate of incorporation, by-laws, memorandum and articles of

association or other organizational documents of such Credit Party or any of the Restricted Subsidiaries.

8.4Litigation.There are no actions, suits, investigations or proceedings pending or, to the

knowledge of Intermediate Holdings, threatened in writing against Holdings, Intermediate Holdings or

any of the Restricted Subsidiaries that would reasonably be expected to be determined adversely and, if

so, to result in a Material Adverse Effect.

8.5Margin Regulations.Neither the making of any Loan hereunder nor the use of the

proceeds thereof will violate the provisions of Regulation T, Regulation U or Regulation X of the Board.

8.6Governmental Approvals.The execution, delivery and performance of each Credit

Document does not require any consent or approval of, registration or filing with, or other action by, any

Governmental Authority, except for (i)such as have been obtained or made and are in full force and

effect, (ii)filings, consents, approvals, registrations and recordings in respect of the Liens created

pursuant to the Security Documents (and to release existing Liens), and (iii)such licenses, approvals,

authorizations, registrations, filings or consents the failure of which to obtain or make would not

reasonably be expected to result in a Material Adverse Effect.

8.7Investment Company Act.None of Holdings, Intermediate Holdings or any other

Restricted Subsidiary is an “investment company” within the meaning of the Investment Company Act of

1940, as amended.

8.8TrueandCompleteDisclosure.

(a)None of the written factual information and written data (taken as a whole) heretofore or

contemporaneously furnished by or on behalf of Intermediate Holdings, any of the other Restricted

Subsidiaries or any of their respective authorized representatives to the Administrative Agent, any Joint

Lead Arranger and Bookrunner and/or any Lender on or before the Closing Date (including all such

written information and data contained in the Credit Documents) for purposes of or in connection with

this Agreement or any transaction contemplated herein contained any untrue statement of any material

fact or omitted to state any material fact necessary to make such information and data (taken as a whole)

not materially misleading at such time in light of the circumstances under which such information or data

was furnished (after giving effect to all supplements and updates), it being understood and agreed that for

the purposes of this Section8.8(a), such factual information and data shall not include (i) pro forma

financialinformation,projections,estimates(includingfinancialestimates,forecastsandother

forward-looking information) or other forward-looking information, (ii) information of a general

economic or general industry nature and (iii) third-party memos or reports.

8.9FinancialCondition;FinancialStatements.

(a)The Historical Financial Statements, in each case, present fairly in all material respects

the consolidated financial position of the Company at the respective dates of said information, statements

and results of operations for the respective periods covered thereby.The Historical Financial Statements

were prepared in accordance with GAAP, except as may be disclosed in the notes to such Historical

Financial Statements or, in the case of the Historical Interim Financial Statements, for normal recurring

year-end adjustment (none of which would reasonably be expected to be material individually or in the

aggregate) and the absence of notes or other information not required by GAAP to be included in interim

financial statements (none of which, if presented, would reasonably be expected to materially differ from

those in the Historical Audited Financial Statements).

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(b)TherehasbeennoMaterialAdverseEffectsincetheClosingDate.

Each Lender and the Administrative Agent hereby acknowledges and agrees that Intermediate Holdings

and its Subsidiaries may be required to restate historical financial statements as the result of the

implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such

restatements will not result in a Default or an Event of Default under the Credit Documents.

8.10CompliancewithLaws.

(a)Each Credit Party is in compliance with all Requirements of Law applicable to it or its

property, except to the extent any failure to comply would reasonably be expected to result in a Material

Adverse Effect.

(b)Each Credit Party and its Subsidiaries and each of the respective directors and officers

and, with respect to clauses (a)and (b)of this Section 8.10, to the knowledge of such Credit Parties,

employees, agents and representatives of each Credit Party or any of its Subsidiaries (in each case in their

capacity as such), (a) is in compliance with (i) applicable Sanctions and (ii) the United States Foreign

Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, (the

“FCPA”) and other applicable anti-corruption laws (collectively with the FCPA, the “Anti-Corruption

Laws”),inallmaterialrespects,(b)isnotlocated,organizedorresidentinaDesignatedJurisdictionand

(c)isincompliancewiththeAnti-MoneyLaunderingLawsinallmaterialrespects.

8.11Tax Matters.Except as would not reasonably be expected to have a Material Adverse

Effect, (a) each of Holdings, Intermediate Holdings and the Restricted Subsidiaries has filed all Tax

returns required to be filed by it and has timely paid all Taxes payable by it (whether or not shown on a

Tax return and including in its capacity as withholding agent) that have become due and payable, other

than those being contested in good faith and by proper proceedings if it has maintained adequate reserves

(in the good faith judgment of management of Holdings, Intermediate Holdings or such Restricted

Subsidiary, as applicable) with respect thereto in accordance with GAAP and it can lawfully withhold

such payment and (b) each of Holdings, Intermediate Holdings and the Restricted Subsidiaries has

provided adequate reserves (in the good faith judgement of management of Holdings, Intermediate

Holdings or such Restricted Subsidiary, as applicable) in accordance with GAAP for the payment of all

Taxesnotyetdueandpayable.ThereisnocurrentorproposedTaxassessment,deficiencyorotherclaim

against Holdings, Intermediate Holdings or any Restricted Subsidiary that would reasonably be expected

to result in a Material Adverse Effect.

8.12Compliance with ERISA. Except as would not reasonably be expected to have a Material

AdverseEffect,(i)eachPlanisincompliancewith thetermsofsuchPlanandtheapplicableprovisions

ofERISA,theCodeandtheregulationsthereunder,and(ii)noERISAEventhasoccurredoris

reasonably expected to occur.

8.13Subsidiaries.Schedule8.13lists each Subsidiary of Holdings and Intermediate Holdings

(and the direct and indirect ownership interest, of Holdings and Intermediate Holdings therein), in each

case existing on the Closing Date after giving effect to the Acquisition.

8.14Intellectual Property.Each of Intermediate Holdings and the other Restricted

SubsidiariesownorhavetherighttouseallIntellectualPropertythatisusedinorotherwisenecessaryfor

the operation of their respective businesses as currently conducted, except where the failure to own or

have a right to use such Intellectual Property would not reasonably be expected to have a Material

Adverse Effect.To the knowledge of Intermediate Holdings, the operation of their respective businesses

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by each of Intermediate Holdings and the other Restricted Subsidiaries does not infringe upon,

misappropriate, violate or otherwise conflict with the Intellectual Property of any third party, except as

would not reasonably be expected to have a Material Adverse Effect.

8.15EnvironmentalLaws.

(a)Except as set forth on Schedule8.15, or as would not reasonably be expected to have a

Material Adverse Effect: (i)each of Intermediate Holdings and the other Restricted Subsidiaries and their

respectiveoperationsandpropertiesisincompliancewithallapplicableEnvironmentalLaws;(ii)noneof

Intermediate Holdings or any Restricted Subsidiary is subject to any pending, or, to the knowledge of

Intermediate Holdings, threatened Environmental Claim; and (iii)none of Intermediate Holdings or any

Restricted Subsidiary is conducting any investigation, removal, remedial or other corrective action

pursuant to any Environmental Law at any location.

(b)Except as set forth on Schedule8.15, none of Intermediate Holdings or any of the

Restricted Subsidiaries has treated, stored, transported, Released or arranged for disposal or transport for

disposal or treatment of Hazardous Materials at, on, under or from any property currently or formerly

owned or operated by Intermediate Holdings or any of the Restricted Subsidiaries nor, to the knowledge

of Intermediate Holdings, has there been any other Release of Hazardous Materials at, on, under or from

any such properties, in each case, as would reasonably be expected to have a Material Adverse Effect.

8.16Properties.

(a)(i)Each of Intermediate Holdings and the other Restricted Subsidiaries has good and

valid record title to, valid leasehold interests in, or rights to use, all properties that are necessary for the

operation of their respective businesses as currently conducted and as proposed to be conducted, free and

clear of all Liens (other than any Liens permitted by this Agreement) and except where the failure to have

such good title or interest, or rights to use, would not reasonably be expected, individually or in the

aggregate, to have a Material Adverse Effect and (ii)no Mortgage encumbers improved Real Estate that

is located in an area that has been identified by the Secretary of Housing and Urban Development as an

area having special flood hazards within the meaning of the Flood Insurance Laws unless flood insurance

available under such Flood Insurance Laws has been obtained in accordance with Section 9.3(b).

(b)SetforthonSchedule8.16isalistofeachparcelofrealestateandtheimprovements

theretoownedinfeebyaCreditPartyasoftheClosingDatehavingaFairMarketValueinexcessof

$5,000,000.

8.17Solvency.On the Closing Date (after giving effect to the Transactions) immediately

following the making of the Loans and after giving effect to the application of the proceeds of such

Loans, Intermediate Holdings and the Restricted Subsidiaries on a consolidated basis will be Solvent.

8.18Use of Proceeds.The Borrower will not use the proceeds of the Loans and/or Letters of

Credit to violate applicable Sanctions or, in any material respect, any Anti-Money Laundering Laws, or

Anti-Corruption Laws.

8.19No Other Liabilities. None of Intermediate Holdingsand the Restricted Subsidiaries have

any material contingent liability required under GAAP to be reflected or disclosed and not reflected or

disclosed in the most recent financial statements delivered by Intermediate Holdings pursuant to Section

9.1(or, prior to the first delivery of such financial statements, the Historical Financial Statements), other

than liabilities (including any liabilities in connection with any litigation and investigations) and

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contingent liabilities permitted to be incurred under this Agreement that would not reasonably be

expected to have a Material Adverse Effect.

8.20LaborMatters.Exceptascouldnotreasonablybeexpectedtohave,individuallyorinthe

aggregate, a Material Adverse Effect, there are no strikes or similar union labor disputes against any of

Intermediate Holdings or the Restricted Subsidiaries pending or, to the knowledge of Intermediate

Holdings or the Restricted Subsidiaries, overtly threatened in writing.

8.21Foreign Assets Control Regulations and Anti-Money Laundering.No Credit Party and

no Subsidiary of a Credit Party (i) is a Person designated by the U.S. government on the list of the

Specially Designated Nationals and Blocked Persons (the “SDN List”) or on any other similar Sanctions-

related list of designated Persons, (ii) is a Person who is otherwise the subject of Sanctions, (iii) is

domiciled or resident in a Designated Jurisdiction or (iv) is directly or indirectly owned or controlled (as

such terms are defined by Sanctions) by (including without limitation by virtue of such person being a

director or owning voting shares or interests), or acts for or on behalf of, any person or entity on the SDN

List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry

into,orperformanceunder,thisAgreementoranyotherCreditDocumentwouldbeprohibitedunderU.S.

law.As of the Closing Date, the information included in the Beneficial Ownership Certification, if

applicable, is true and correct in all material respects.

Section9.AffirmativeCovenants.

Intermediate Holdings, each of Intermediate Holdings’ Restricted Subsidiaries and, as

applicable, Holdings, hereby covenant and agree that on the Closing Date and thereafter, until the

Commitments, the Swingline Commitment and each Letter of Credit have terminated or been Cash

Collateralized in accordance with the terms of this Agreement and the Loans and Unpaid Drawings,

together with interest, Fees and all other Obligations incurred hereunder (other than contingent indemnity

obligations as to which no valid demand has been made, Secured Hedge Obligations, Secured Cash

Management Obligations and Letters of Credit Cash Collateralized in accordance with the terms of this

Agreement), are paid in full:

9.1Information Covenants. Intermediate Holdings will furnish to the Administrative Agent

(which shall promptly make such information available to the Lenders in accordance with its customary

practice):

(a)Annual Financial Statements.As soon as available and in any event within 120 days

aftertheendofeachfiscalyearofIntermediateHoldings(commencingwiththefiscalyearending

December 31, 2024 (and, within 150 days of the end of the each of the fiscal years ended December 31,

2024 and December 31, 2025) (in each case, which deadlines may be extended by the Administrative

Agent in its sole discretion by an additional 30 days), the consolidated balance sheet of Intermediate

Holdings and the Restricted Subsidiaries as at the end of each fiscal year and the related consolidated

statements of income or operations, shareholders’ equity and cash flows for such fiscal year, and,

commencing with the financial statements for the fiscal year ended December 31, 2026, setting forth

comparative consolidated figures for the preceding fiscal year, all in reasonable detail and prepared in

accordance with GAAP, and, in each case, certified by an independent certified public accountant of

recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the

status of Intermediate Holdings or any of the Restricted Subsidiaries as a going concern (other than any

qualification, that is expressly solely with respect to, or expressly resulting solely from, (i)an upcoming

maturity date under any Indebtedness, (ii)any actual or potential inability to satisfy a financial

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maintenance covenant at such time or on a future date or in a future period or (iii)the activities,

operations, financial results, assets or liabilities of any Unrestricted Subsidiary).

(b)Quarterly Financial Statements.As soon as available and in any event on or before the

date that is 60 days after the end of each fiscal quarter of each fiscal year of Intermediate Holdings (and

within 90 days for the fiscal quarters ended March 31, 2025, June 30, 2025 and September 30, 2025) (in

each case, which deadlines may be extended by the Administrative Agent in its sole discretion by an

additional 30 days), the consolidated balance sheets of Intermediate Holdings and the Restricted

Subsidiariesasattheendofsuchfiscalquarterandtherelatedconsolidatedstatementsofincomeforsuch

fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter,

and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with

the last day of such fiscal quarter, and, commencing with the financial statements for the fiscal quarter

ended March 31, 2026, setting forth comparative consolidated figures for the related periods in the prior

fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the

prior fiscal year, which shall be accompanied by customary management discussion and analysis of

operating results, all of which shall be certified by an Authorized Officer of Intermediate Holdings as

fairly presenting in all material respects the financial condition, results of operations and cash flows of

Intermediate Holdings and its Restricted Subsidiaries in accordance with a modified cash-basis

accounting method (except as noted therein), subject to changes resulting from normal year-end

adjustments and the absence of footnotes.

(c)Budgets.Prior to an IPO, within 120 days after the commencement of each fiscal year of

Intermediate Holdings (and, for the fiscal year ending December 31, 2025, within 150 days after the

commencement of such fiscal year), a consolidated budget of Intermediate Holdings in reasonable detail

on an annual basis for such fiscal year as customarily prepared by management of Intermediate Holdings

for its internal use consistent in scope with the financial statements provided pursuant to Section 9.1(a),

setting forth the principal assumptions upon which such budget is based (collectively, the “Projections”)

and, commencing with the consolidated budget of Intermediate Holdings for the fiscal year ending

December 31, 2026, setting forth comparative figures for the prior fiscal year, which Projections shall in

each case be accompanied by a certificate of an Authorized Officer of Intermediate Holdings stating that

such Projections have been prepared in good faith on the basis of the assumptions stated therein, which

assumptions were believed to be reasonable at the time of preparation of such Projections, it being

understood and agreed that such Projections and assumptions as to future events are not to be viewed as

facts or a guarantee of performance, are subject to significant uncertainties and contingencies, many of

which are beyond the control of Intermediate Holdings and its Subsidiaries and that actual results during

the period or periods covered by any such Projections may differ from the projected results and such

differences may be material.

(d)Compliance Certificates.Not later than five days after the delivery of the financial

statements provided for inSections9.1(a)and (b)(inthe case of the first three fiscal quarters of any fiscal

year only), a Compliance Certificate signed by an Authorized Officer of Intermediate Holdings to the

effect that no Default or Event of Default exists or, if any Default or Event of Default does exist,

specifying the nature and extent thereof, as the case may be, which certificate shall set forth (i)a

specification of any change in the identity of the Restricted Subsidiaries and Unrestricted Subsidiaries as

at the end of such fiscal year or period, as the case may be, from the Restricted Subsidiaries and

Unrestricted Subsidiaries, respectively, provided to the Lenders on the Closing Date or the most recent

fiscal year or period, as the case may be, (ii) commencing with the fiscal quarter ending June 30, 2025,

the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio and the Consolidated Total

Debt to Consolidated EBITDA Ratio and underlying calculations in connection therewith and (iii)

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together with any financial statements provided for in Section 9.1(a) for any fiscal year, a reconciliation

of the financial statements prepared and delivered for the four fiscal quarter period ending on December

31 of the applicable year prepared using a modified cash-basis accounting method to the financial

statements for such fiscal year prepared in accordance with GAAP.At the time of the delivery of the

financial statements provided for in Section9.1(a), a certificate of an Authorized Officer of Intermediate

Holdings setting forth changes to the legal name, jurisdiction of formation, type of entity and

organizational number (or equivalent) to the Person organized in a jurisdiction where an organizational

identification number is required to be included in a Uniform Commercial Code financing statement, in

each case for each Credit Party or confirming that there has been no change in such information since the

Closing Date or the date of the most recent certificate delivered pursuant to this clause(d), as the case

may be.

(e)Bonding Reports. As soon as available and in any event on or before the date that is 60

days after the end of each fiscal quarter of each fiscal year of Intermediate Holdings (and within 90 days

for the fiscal quarters ended March 31, 2025, June 30, 2025, and September 30, 2025) a report regarding

outstanding Bonding Obligations substantially in the form agreed in writing by the parties hereto prior to

the Closing Date.

(f)Notice of Default or LitigationPromptly after an Authorized Officer of Intermediate

Holdings or any of the Restricted Subsidiaries obtains knowledge thereof, notice of (i)the occurrence of

any event that constitutes a Default or Event of Default, which notice shall specify the nature thereof, the

period of existence thereof and what action Intermediate Holdings proposes to take with respect thereto

and (ii)any litigation or governmental proceeding pending against Intermediate Holdings or any of the

Restricted Subsidiaries that would reasonably be expected to be determined adversely and, if so

determined, to result in a Material Adverse Effect.

(g)Environmental Matters.Promptly after an Authorized Officer of Intermediate Holdings

or any of the Restricted Subsidiaries obtains actual knowledge of any one or more of the following

environmental matters, unless such environmental matters wouldnot reasonably be expected to result in a

Material Adverse Effect, notice of:

(i)anypendingorthreatenedEnvironmentalClaimagainstanyCreditPartyorany

RealEstate;and

(ii)the conduct of any investigation, or any removal, remedial or other corrective

action in response to the actual or alleged presence, Release or threatened Release of any Hazardous

Material on, at, under or from any Real Estate.

All such notices shall describe in reasonable detail the nature of the claim, investigation or

removal, remedial or other corrective action in response thereto.The term “Real Estate” shall mean

land, buildings, facilities and improvements currently owned or leased by any Credit Party.

(h)Other Information.Promptly upon filing thereof, copies of any filings (including on

Form 10-K, 10-Q or 8-K) or registration statements (other than drafts of pre-effective versions of

registration statements) with, and reports to, the SEC or any analogous Governmental Authority in any

relevant jurisdiction by Intermediate Holdings or any of the Restricted Subsidiaries (other than

amendments to any registration statement (to the extent such registration statement, in the form it

becomes effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if

applicable, any registration statements on Form S-8) and copies of all financial statements, proxy

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statements, notices, and reports that Intermediate Holdings or any of the Restricted Subsidiaries shall send

to the holders of any publicly issued debt of Intermediate Holdings and/or any of the Restricted

Subsidiaries, in their capacity as such holders, lenders or agents (in each case to the extent not theretofore

delivered to the Administrative Agent pursuant to this Agreement) and, with reasonable promptness, such

other information (financial or otherwise, including information required under applicable “know your

customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial

Ownership Regulation) as the Administrative Agent on its own behalf or on behalf of any Lender (acting

through the Administrative Agent) may reasonably request in writing from time to time; providedthat

neither Intermediate Holdings nor any other Restricted Subsidiary will be required to disclose or permit

the inspection or discussion of any document, information or other matter (i) that constitutes non-financial

trade secrets or non-financial proprietary information, (ii)in respect of which disclosure to the

Administrative Agent or any Lender (or their respective contractors) is prohibited by law, or any binding

agreementor(iii)thatissubjecttoattorneyclientorsimilarprivilegeorconstitutesattorneyworkproduct.

Notwithstanding the foregoing, the obligations in clauses (a)and (b)of this Section 9.1may be

satisfied with respect to financial information of Intermediate Holdings and its Restricted Subsidiaries by

furnishing(A)theapplicablefinancialstatementsofanydirectorindirectparentofIntermediateHoldings

or(B)IntermediateHoldings’(oranydirectorindirectparentthereof),asapplicable,Form10-Kor10-Q,

as applicable, filed with the SEC; provided that, with respect to each of subclauses (A)and (B)of this

paragraph, to the extent such information relates to a parent of Intermediate Holdings, such information is

accompanied by consolidating or other information that explains in reasonable detail the differences

between the information relating to such parent, on the one hand, and the information relating to

Intermediate Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand.

Documents required to be delivered pursuant to clauses(a), (b), and (g)of this Section9.1(to the

extent any such documents are included in materials otherwise filed with the SEC) may be delivered

electronicallyand,ifsodelivered,shallbedeemedtohavebeendeliveredontheearliestdateonwhich

(i)Intermediate Holdings posts such documents, or provides a link thereto on Intermediate Holdings’

website on the Internet; (ii)such documents are posted on Intermediate Holdings’ behalf on IntraLinks/

IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access

(whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii)

such financial statements and/or other documents are posted on the SEC’s website on the internet at

www.sec.gov; providedthat (A)Intermediate Holdings shall, at the request of the Administrative Agent,

continue to deliver copies (which delivery may be by electronic transmission) of such documents to the

Administrative Agent and (B)Intermediate Holdings shall notify (which notification may be by facsimile

or electronic transmission) the Administrative Agent of the posting of any such documents on any website

described in this paragraph. Each Lender shall be solely responsible for timely accessing posted

documents or requesting delivery of paper copies of such documents from the Administrative Agent and

maintaining its copies of such documents.

EachCreditPartyherebyacknowledgesandagreesthat,unlessIntermediateHoldingsnotifiesthe

AdministrativeAgentinadvance,allfinancialstatementsandcertificatesfurnishedpursuantto

Sections9.1(a), (b)and (d)above are hereby deemed to be suitable for distribution, and to be made

available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not

containing any material nonpublic information; providedthat any failure by Intermediate Holdings to so

notify the Administrative Agent shall not constitute a Default or Event of Default.

9.2Books, Records, and Inspections.Intermediate Holdings will, and will cause each

RestrictedSubsidiaryto,permitofficersanddesignatedrepresentativesoftheAdministrativeAgentorthe

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Required Lenders to visit and inspect any of the properties or assets of Intermediate Holdings and any

such Restricted Subsidiary in whomsoever’s possession to the extent that it is within such party’s control

to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be

permitted to the extent that it is not within such party’s control to permit such inspection), and to examine

the books and records of Intermediate Holdings and any such Restricted Subsidiary and discuss the

affairs, finances and accounts of Holdings, Intermediate Holdings and of any such Restricted Subsidiary

with, and be advised as to the same by, its and their officers and independent accountants, all at such

reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required

Lenders may desire (and subject, in the case of any such meetings or advice from such independent

accountants, to such accountants’ customary policies and procedures); providedthat, excluding any such

visits and inspections during the continuation of an Event of Default, (a)only the Administrative Agent

on behalf ofthe Required Lenders may exercise rights of the Administrative Agent and the Lenders under

this Section9.2, (b)the Administrative Agent shall not exercise such rights more than one time in any

calendar year, which such visit will be at the Intermediate Holdings’ expense, and (c)notwithstanding

anything to the contrary in this Section9.2, none of Intermediate Holdings or any of the Restricted

Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts

of, or discussion of, any document, information or other matter that (i)constitutes non-financial trade

secrets or non-financial proprietary information, (ii)in respect of which disclosure to the Administrative

Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any

agreement binding on a third party or (iii)is subject to attorney-client or similar privilege or constitutes

attorney work product; provided, further, that when an Event of Default exists, the Administrative Agent

(or any of its respective representatives or independent contractors) or any representative of the Required

Lenders may do any of the foregoing at the expense of Intermediate Holdings at any time during normal

business hours and upon reasonable advance notice.The Administrative Agentand theRequired Lenders

shall give Intermediate Holdings the opportunity to participate in any discussions with Intermediate

Holdings’ independent public accountants.

9.3Maintenance ofInsurance.(a)IntermediateHoldingswill,andwillcauseeachRestricted

Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or

with insurance companies that Intermediate Holdings believes (in the good faith judgment of the

management of Intermediate Holdings) are financially sound and responsible at the time the relevant

coverageisplacedorrenewed,insuranceinatleastsuchamounts(aftergivingeffecttoany

self-insurance which Intermediate Holdings believes (in the good faith judgment of management of

Intermediate Holdings) is reasonable and prudent in light of the size and nature of its business and the

availability of insurance on a cost-effective basis) and against at least such risks (and with such risk

retentions) as Intermediate Holdings believes (in the good faith judgment of management of Intermediate

Holdings) is reasonable and prudent in light of the size and nature of its business and the availability of

insurance on a cost-effective basis; and will furnish to the Administrative Agent, promptly following

written request from the Administrative Agent, information presented in reasonable detail as to the

insurance so carried and (b)with respect to any improved Mortgaged Property located in a special flood

hazardarea,IntermediateHoldingswillobtainfloodinsuranceinsuchtotalamountasrequiredbythe

Flood Insurance Laws and shall otherwise comply with the Flood Insurance Laws.Each such policy of

insurance shall (i)name the Collateral Agent, on behalf of the Secured Parties as an additional insured

thereunder as its interests may appear and (ii)in the case of each casualty insurance policy, contain a loss

payable clauseor endorsement that names the Collateral Agent, on behalf of the Secured Parties, as the

loss payee thereunder.

9.4Payment of Taxes.Each of Holdings and Intermediate Holdings will pay and discharge

or cause to be paid and discharged, and will cause each of the Restricted Subsidiaries to pay and

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discharge,allmaterialTaxesimposeduponit(includinginitscapacityasawithholdingagent)oruponits

income or profits, or upon any properties belonging to it, prior to the date on which penalties attach

thereto, and all lawful material claims in respect of any Taxes imposed, assessed or levied that, if unpaid,

would reasonably be expected to become a material Lien (other than a Permitted Lien) upon any

properties ofHoldings,Intermediate Holdingsor anyof theRestricted Subsidiaries; providedthat none of

Holdings, Intermediate Holdings nor any of the Restricted Subsidiaries shall be required to pay any such

Tax that (i) is being contested in good faith and by proper proceedings if it has maintained adequate

reserves (in the good faith judgment of management of Holdings, Intermediate Holdings or such

Restricted Subsidiaries) with respect thereto in accordance with GAAP and it can lawfully withhold such

payment or (ii) the failure to pay would not reasonably be expected to result in a Material Adverse Effect.

9.5Preservation of Existence.Intermediate Holdings will, and will cause each Restricted

Subsidiary to, take all actions necessary (a)to preserve and keep in full force and effect its existence,

organizationalrightsandauthorityand(b)tomaintainitsrights,privileges(includingitsgoodstanding(if

applicable)), permits, licenses and franchises necessary in the normal conduct of its business, in each

case, except to the extent that the failure to do so would not reasonably be expected to have a Material

Adverse Effect; provided, however, that Intermediate Holdings and its respective Subsidiaries may

consummate any transaction that is a Permitted Investment and under Section 10.2, 10.3, 10.4or 10.5.

9.6Compliance with Statutes, Regulations, Etc.Intermediate Holdings will, and will cause

each Restricted Subsidiary to, (a)comply with all applicable laws, rules, regulations, and orders

applicable to it or its property and all governmental approvals or authorizations required to conduct its

business,andtomaintainallsuchgovernmentalapprovalsorauthorizationsinfullforceandeffect,

(b)comply with, and use commercially reasonable efforts to ensure compliance by its tenants and

subtenants, if any, with, all Environmental Laws and obtain and comply with and maintain, and use

commercially reasonable efforts to ensure that its tenants and subtenants obtain and comply with and

maintain,anyandalllicenses,approvals,notifications,registrationsorpermitsrequiredbyEnvironmental

Laws and (c)conduct and complete all investigations, studies, sampling and testing, and all remedial,

removal and other actions, in each case, to the extent required under Environmental Laws and promptly

comply with all orders and directives having the force and effect of law of all Governmental Authorities

regarding Environmental Laws, other than such orders and directives which are being timely contested in

good faith by proper proceedings, except in each case of (a), (b)and (c)of this Section9.6, where the

failure to do so would not reasonably be expected to result in a Material Adverse Effect.

9.7ERISA.Where applicable, (a) Intermediate Holdings will furnish to the Administrative

Agent promptly following the receipt thereof, copies of any documents described in Sections101(k) or

101(l) of ERISA that any Credit Party or any of its Subsidiaries may request with respect to any

Multiemployer Plan to which a Credit Party or any of its Subsidiaries is obligated to contribute; provided

that if the Credit Parties or any of their Subsidiaries have not requested such documents or notices from

the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the

Administrative Agent, the Credit Parties or their Subsidiaries shall promptly make a request for such

documentsornoticesfromsuchadministratororsponsorandIntermediateHoldingsshallprovidecopies

of such documents and notices to the Administrative Agent promptly after receipt thereof; provided,

further, that the rights granted to the Administrative Agent in this Section 9.7shall be exercised not more

than once during a 12-month period, and (b) Intermediate Holdings will notify the Administrative Agent

promptly following the occurrence of an ERISA Event that, alone or together with any other ERISA

Events that have occurred, would reasonably be expected to result in liability of any Credit Party that

would reasonably be expected to have a Material Adverse Effect.

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9.8Maintenance of Properties.Intermediate Holdings will, and will cause each of the

Restricted Subsidiaries to, keep and maintain all tangible property material to the conduct of its business

ingoodworkingorderandcondition,ordinarywearandtear,casualtyandcondemnationexcepted,except

to the extent that the failure to doso would not reasonably be expected to have aMaterial Adverse Effect.

9.9[Reserved].

9.10Additional Guarantors and Grantors.Subject to any applicable limitations set forth in the

Security Documents, Intermediate Holdings will cause each direct or indirect Restricted Subsidiary (other

than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date

(including pursuant to a Permitted Acquisition), and each other Restricted Subsidiary that ceases to

constitute an Excluded Subsidiary, within 60 days from the date of such formation, acquisition or

cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable

discretion), and Intermediate Holdings may at its option cause any other Restricted Subsidiary, to execute

a supplement to each of the Guarantee, the Pledge Agreement, the Security Agreement and any other

Security Document, as applicable, in order to become a Guarantor under the Guarantee and a grantor

under such Security Documents and take all other action reasonably requested by the Collateral Agent to

grant a perfected security interest in its assets to substantially the same extent as created and perfected by

the Credit Parties on the Closing Date and pursuant to Section9.13(d)in the case of such Credit Parties.

For the avoidance of doubt, notwithstanding anything to the contrary in any Credit Document, neither

Intermediate Holdings nor any Restricted Subsidiary shall be required to take any action outside the

United States to perfect any security interest in the Collateral (including the execution of any agreement,

document or other instrument governed by the law of any jurisdiction other than the United States or any

state or political subdivision thereof or the District of Columbia); providedthat, for the avoidance of

doubt, Intermediate Holdings, in its sole discretion, may designate Restricted Subsidiaries as

Discretionary Foreign Guarantors in accordance with this Agreement and, in connection with any such

designation, Intermediate Holdings and Administrative Agent shall enter into such additional Credit

Documents and take such additional actions outside the United States as shall be reasonably agreed by

Intermediate Holdings and the Administrative Agent.

9.11Pledge of Additional Stock and Evidence of Indebtedness.Subject to any applicable

limitationssetforthintheSecurityDocumentsandotherthan(x)wheninthereasonabledeterminationof

the Administrative Agent and Intermediate Holdings (as agreed to in writing), the cost or other

consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders

therefrom or (y)to the extent doing so would result in material adverse tax consequences as reasonably

determined by Intermediate Holdings in consultation with the Administrative Agent, Holdings and

Intermediate Holdings will cause (i)all certificates representing Capital Stock and Stock Equivalents of

any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by

Holdings,IntermediateHoldingsoranyotherCreditParty,(ii)allevidencesofIndebtednessinexcessof

$5,000,000 and (iii)any promissory notes executed after the Closing Date evidencing Indebtedness in

excess of $5,000,000 of Holdings, Intermediate Holdings or any Subsidiary that is owing to Holdings,

Intermediate Holdings or any other Credit Party, in each case, to be delivered to the Collateral Agent as

securityfortheObligations,accompaniedbyundatedinstrumentsoftransferexecutedinblankpursuant

to the terms of the Security Documents.Notwithstanding the foregoing, any promissory note among

Holdings, Intermediate Holdings and/or its Restricted Subsidiaries need not be delivered to the Collateral

Agent, so long as (i)a global intercompany note superseding such promissory note has been delivered to

the Collateral Agent, (ii)such promissory note is not delivered to any other party other than Holdings or

any other Credit Party, in each case, owed money thereunder, and (iii)such promissory note indicates on

its face that it is subject to the security interest of the Collateral Agent.

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9.12UseofProceeds.

(a)The Borrower will use the proceeds of the Initial Term Loans, the Revolving Loans (if

any), the Equity Investment and, at its option, cash on hand, on the date the Acquisition is consummated

to effect the Transactions and to pay Transaction Expenses.

(b)The Borrower will use Letters of Credit, Swingline Loans and Revolving Loans for

working capital and for other general corporate purposes, including permitted Investments, acquisitions,

Restricted Payments, capital expenditures and any other transaction not prohibited by the Credit

Documents.

(c)The proceeds of the Delayed Draw Term Loans will be used, directly or indirectly, (i) for

Permitted Acquisitions and similar Investments (including the payment of any fees, costs and expenses,

earn-outsandotherdeferredorcontingentacquisitionconsideration(including,fortheavoidanceof

doubt, any seller note) and holdbacks related thereto), (ii) to replenish balance sheet cash or repay

Revolving Loans used to fund any such Permitted Acquisition or other similar Investment pursuant to

clause (i) above, so long as, in each case, such Delayed Draw Term Loans are incurred for the purposes

describedin this clause (ii) within one hundred and twenty (120) days after the consummation of such

Permitted Acquisition or other similar Investment, (iii) for capital expenditures and (iv) for payment of

any fees, costs and expenses in connection with the clauses (i) through (iii).

9.13FurtherAssurances.

(a)Subject to the terms of Sections9.10and 9.11, this Section9.13and the Security

Documents, Intermediate Holdings will, and will cause each other Credit Party to, execute any and all

further documents, financing statements, intellectual property security agreements, agreements, and

instruments, and take all such further actions (including the filing and recording of financing statements,

intellectual property security agreements, fixture filings, mortgages, deeds of trust, and other documents)

that may be required under any applicable law, or that the Collateral Agent or the Required Lenders may

reasonably request, in order to grant, preserve, protect, and perfect the validity and priority of the security

interests created or intended to be created by the applicable Security Documents, all at the expense of

Intermediate Holdings and the Restricted Subsidiaries. For avoidance of doubt, nothing under this

Agreement or the Security Documents shall be construed as a requirement to enter into any source code

escrow arrangement, an obligation to register or apply for the registration of or obtain any issuance of

Intellectual Property in any jurisdiction, or an obligation to make any filings or take any actions to record

or to perfect the Agents’ lien on or security interest in (I) any Intellectual Property other than UCC filings

and the filing of documents effecting the recordation of security interests in the United States Copyright

Office and United States Patent and Trademark Office or (II) any Intellectual Property subsisting outside

of the United States.

(b)SubjecttoanyapplicablelimitationssetforthintheSecurityDocumentsandotherthan

(x) wheninthereasonabledeterminationoftheAdministrativeAgentandIntermediateHoldings(as

agreedtoinwriting),thecostorotherconsequencesofdoingsowouldbeexcessiveinviewofthe

benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material

adverse tax consequences as reasonably determined by Intermediate Holdings in consultation with the

Administrative Agent, if any assets (other than Excluded Property) (including any real estate or

improvements thereto or any interest therein but excluding Capital Stock and Stock Equivalents of any

Subsidiary) are acquired by Intermediate Holdings or any other Credit Party after the Closing Date (other

than assets constituting Collateral under a Security Document that become subject to the Lien of the

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applicable Security Document upon acquisition thereof) that are of a nature secured by a Security

Document or that constitute a fee interest in real property in the United States having a Fair Market Value

in excess of $5,000,000, Intermediate Holdings will notify the Collateral Agent, and, if requested by the

Collateral Agent, Intermediate Holdings will cause such assets to be subjected to a Lien securing the

Obligations (provided, however, that in the event any Mortgage delivered pursuant to this clause(b)shall

incur any mortgage recording tax or similar charges in connection with the recording thereof, such

Mortgage shall not secure an amount in excess of the Fair Market Value of the applicable Mortgaged

Property) and will take, and cause the other applicable Credit Parties to take, such actions as shall be

necessary or reasonably requested by the Collateral Agent, as soon as commercially reasonable but in no

event later than 90 days after such acquisition, unless waived or extended by the Administrative Agent in

its sole discretion, to grant and perfect such Liens consistent with the applicable requirements of the

Security Documents, including actions described in clause (a)of this Section 9.13.

(c)Any Mortgage delivered to the Administrative Agent in accordance with the preceding

clause(b)shall, if requested by the Collateral Agent, be received as soon as commercially reasonable but

in no event later than 90 days (except as set forth in the preceding clause(b)), unless waived or extended

by the Administrative Agent acting reasonably and accompanied by (x)a policy or policies (or an

unconditional binding commitment therefor to be replaced by a final title policy) of title insurance issued

by a nationally recognized title insurance company (each such policy, a “Title Policy”), in such amounts

as reasonably acceptable to the Administrative Agent not to exceed the Fair Market Value of the

applicableMortgagedProperty,insuringtheLienofeachMortgageasa validfirstLienontheMortgaged

Property described therein, free of any other Liens except as expressly permitted by Section10.2or as

otherwise permitted by the Administrative Agent and otherwise in form and substance reasonably

acceptable to the Administrative Agent and Intermediate Holdings, together with such endorsements, co-

insuranceandreinsuranceastheAdministrativeAgentmayreasonablyrequestbutonlytotheextentsuch

endorsements are (i)available in the relevant jurisdiction (providedin no event shall the Administrative

Agent request a creditors’ rights endorsement) and (ii)available at commercially reasonable rates, (y)an

opinion of local counsel to the applicable Credit Party in form and substance reasonably acceptable to the

AdministrativeAgent,(z)acompleted“Life-of-Loan”FederalEmergencyManagementAgencyStandard

Flood Hazard Determination, and if any improvements on such Mortgaged Property are located in a

special flood hazard area, (i)a notice about special flood hazard area status and flood disaster assistance

duly executed by the applicable Credit Parties and (ii)certificates of insurance evidencing the insurance

required by Section9.3in form and substance reasonably satisfactory to the Administrative Agent, and

(aa) an ALTA survey in a form and substance reasonably acceptable to the Collateral Agent or such

existing survey together with a no-change affidavit sufficient for the title company to remove all standard

survey exceptions from the Title Policy related to such Mortgaged Property and issue the endorsements

required in (x)above.

(d)Post-Closing Covenant.Each of Holdings and Intermediate Holdings agrees that it will,

orwillcauseitsrelevantRestrictedSubsidiariesto,completeeachoftheactionsdescribedon

Schedule9.13assoonascommerciallyreasonableandbynolaterthanthedatesetforthonSchedule9.13

with respect to such action or such later date as the Administrative Agent may reasonably agree.

9.14[Reserved].

9.15Anti-Corruption, Etc.Within 90 days of commencing material business operations

outside of the United States, Intermediate Holdings shall adopt and maintain in effect policies and

procedures reasonably designed to promote and achieve compliance by Intermediate Holdings, its

Subsidiariesandtheirrespectivedirectors,officers,employeesandagentswithAnti-CorruptionLawsand

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applicable Sanctions, and Intermediate Holdings, its Subsidiaries and their respective officers and

directors and, to the knowledge of Intermediate Holdings, employees and agents, shall comply with Anti-

Corruption Laws in all material respects and with applicable Sanctions.Holdings, Intermediate Holdings

and its Subsidiaries shall not use any Loan or Letter of Credit or the proceeds thereof in violation of any

Anti-Corruption Law or applicable Sanctions or in any other manner that would constitute or give rise to

a violation of Sanctions by any Lender.

Section10.NegativeCovenants.

Intermediate Holdings and its Restricted Subsidiaries (and solely with respect to Section 10.10,

Holdings) hereby covenants and agrees that on the Closing Date and thereafter, until the Commitments,

the Swingline Commitment and each Letter of Credit have terminated or been Cash Collateralized in

accordance with the terms of this Agreement and the Loans and Unpaid Drawings, together with interest,

Fees and all other Obligations incurred hereunder (other than contingent indemnity obligations as to

which no valid demand has been made, Secured Hedge Obligations, Secured Cash Management

Obligations and Letters of Credit Cash Collateralized in accordance with the terms of this Agreement),

are paid in full:

10.1Limitation on Indebtedness.Intermediate Holdings will not, and will not permit any of

its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable,

contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any

Indebtedness (including Acquired Indebtedness), except that the foregoing limitations will not apply to:

(a)IndebtednessarisingundertheCreditDocuments;

(b)[reserved];

(c)Indebtedness outstanding on the Closing Date (including any unused commitment, any

Capitalized Lease Obligations, intercompany Indebtedness, letter of credit obligations and Indebtedness

permittedtobeoutstandingontheClosingDateundertheAcquisitionAgreement)listedonSchedule

10.1(togetherwithanyRefinancingIndebtednessinrespectthereof);

(d)(i) Indebtedness (including Capitalized Lease Obligations and purchase money

Indebtedness) to finance the purchase, lease, construction, installation, maintenance, replacement or

improvement of property (real or personal) or equipment that is used or useful in a Similar Business,

whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and

Indebtedness arising from the conversion of the obligations of Intermediate Holdings or any Restricted

Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of

Intermediate Holdings or such Restricted Subsidiary, in an aggregate principal amount not to exceed the

greater of (x) $14,000,000 and (y)35% of Consolidated EBITDA for the most recently ended Test Period

(calculated on a Pro Forma Basis) at the time of incurrence (together with any Refinancing Indebtedness

in respect thereof and all accrued interest, fees and expenses), (ii) Capitalized Lease Obligations assumed

inconnectionPermittedAcquisitionsthatarenotincurredincontemplationofsuchPermittedAcquisition

(together with any Refinancing Indebtedness in respect thereof and all accrued interest, fees and

expenses) and (iii) Indebtedness arising out of Permitted Sale Leasebacks;

(e)Indebtedness (including letter of credit obligations consistent with past practice

constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of

business), in respect of workers’ compensation claims, deferred compensation, performance or surety

bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-

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insurance or other Indebtedness with respect to reimbursement or indemnification type obligations

regarding workers’ compensation claims, performance or surety bonds, health, disability or other

employee benefits or property, casualty or liability insurance or self-insurance;

(f)Indebtedness arising from agreements of Intermediate Holdings or a Restricted

Subsidiary providing forindemnification, adjustment of purchase price, earn-out or similar obligations, in

each case, incurred or assumed in connection with theacquisition or disposition of any business, assets or

a Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all

or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(g)Indebtedness of Intermediate Holdings or a Restricted Subsidiary owing to Intermediate

Holdings or another Restricted Subsidiary; providedthat, if Intermediate Holdings or a Guarantor incurs

such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is

subordinated in right of payment to the Guarantee of such Guarantor as the case may be on terms

reasonablysatisfactorytotheAdministrativeAgent(itbeingunderstoodthatanysuchIndebtednessunder

this paragraph (g) shall be permitted to the extent permitted as an Investment pursuant to Section 10.6);

provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which

results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent

transferofanysuchIndebtedness(excepttoIntermediateHoldingsoranotherRestrictedSubsidiary)shall

be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause;

(h)shares of preferred stock of a Restricted Subsidiary issued to Intermediate Holdings or

another Restricted Subsidiary; providedthat any subsequent issuance or transfer of any Capital Stock or

any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or

any other subsequent transfer of any such shares of preferred stock (except to Intermediate Holdings or

another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred

stock not permitted by this clause;

(i)Hedging Obligations entered into in the ordinary course of business (excluding Hedging

Obligations entered into for speculative purposes);

(j)(i) obligations in respect of self-insurance and similar obligations provided by

Intermediate Holdings or any Restricted Subsidiary in the ordinary course of business or consistent with

past practice, (ii) Bonding Obligations of Intermediate Holdings or any Restricted Subsidiary incurred in

the ordinary course of business or consistent withpast practice or industry norm or (iii) obligations in

respect of letters of credit, bank guarantees or similar instruments related thereto in the ordinary course of

business or consistent with past practice; providedthat the face amount of such Bonding Obligations

under clause (ii) hereof shall not exceed $100,000,000 in the aggregate.

(k)Indebtedness not otherwise permitted hereunder in an aggregate principal amount not to

exceed(togetherwithanyRefinancingIndebtednessinrespectthereof)thegreaterof(x)$20,000,000and

(y) 50%ofConsolidatedEBITDAforthemostrecentlyendedTestPeriod(calculatedonaProForma

Basis) at the time of incurrence;

(l)Indebtedness incurredorissuedtorefinance any Indebtedness incurred under clause (c)

or(d)or(k)above,thisclause(l),andclauses(m),(q),(v)(subjecttothetermssetforthinclause(v)),(x),

(y),and (dd)below or anyIndebtedness incurred or issued to so refinance, replace, refund, extend, renew,

defease, restructure, amend, restate or otherwise modify (collectively, “refinance”) such Indebtedness

(the “Refinancing Indebtedness”) prior to its respective maturity; providedthat such Refinancing

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Indebtedness (1) has a weighted average life to maturity at the time such Refinancing Indebtedness is

incurred which is not less than the remaining weighted average life to maturity of the Indebtedness being

refinanced, (2) to the extent such Refinancing Indebtedness refinances (i) Indebtedness that is unsecured

or secured by a Lien ranking junior to the Liens securing the Obligations, such Refinancing Indebtedness

is unsecured or secured by a Lien ranking junior to the Liens securing the Obligations and (ii)

Indebtedness subordinated to the Obligations, such Refinancing Indebtedness is subordinated to the

Obligations at least to the same extent as the Indebtedness being refinanced, (3) shall not include

Indebtedness of a Subsidiary of Intermediate Holdings that is not a Guarantor that refinances

Indebtedness of Intermediate Holdings or a Guarantor, (4) shall not be in a principal amount that exceeds

the amount of loans and commitments so refinanced (unless such additional amount constitutes a

utilization of a then available basket), plus fees, expenses, commissions, underwriting discounts and

premiums payable in connection therewith and (5) shall be subject to an Acceptable Intercreditor

Agreement or other customary intercreditor agreements, as applicable, that are entered into in form and

substance reasonably satisfactory to Intermediate Holdings and the Administrative Agent;

(m)Indebtedness of Persons that are acquired by Intermediate Holdings or any Restricted

Subsidiary or merged into or consolidated with Intermediate Holdings or a Restricted Subsidiary in

accordance with the terms hereof (including in connection with a Permitted Acquisition or through

designating an Unrestricted Subsidiary a Restricted Subsidiary); providedthat (x) such Indebtedness

existed at the time of such acquisition, merger, consolidation or designation and was not incurred in

contemplation of such acquisition, merger, consolidation or designation, after giving effect to any such

acquisition, merger, consolidation or designation, (y) such Indebtedness is not (A) secured by any

property or assets other than the property or assets acquired or (B) guaranteed by any Credit Party (other

than a person acquired in a Permitted Acquisition or other investment or any person who merges with or

acquirestheassetsofsuchPersoninconnectionwithsuchPermittedAcquisitionorotherinvestment)and

(z) at the time such Indebtedness is incurred, Intermediate Holdings is in Pro Forma Compliance with the

financial covenant set forth in Section 10.9;

(n)Indebtednessarisingfromthehonoringbyabankorotherfinancialinstitutionofacheck,

draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(o)(i) Indebtedness supported by a letter of credit, in a principal amount not in excess of the

stated amount of such letter of credit so long as such letter of credit is otherwise permitted to be incurred

pursuant to this Section 10.1, (ii) obligations in respect of letters of support, guarantees or similar

obligations issued, made or incurred for the benefit of any Subsidiary of Intermediate Holdings to the

extent required by law or in connection with any statutory filing or the delivery of audit opinions

performed in jurisdictions other than within the United States or (iii) Indebtedness in respect of letters of

credit obtained other than pursuant to this Agreement, so long as the aggregate undrawn face amount

thereof does not exceed $750,000 at any time outstanding;

(p)(1) any guarantee by Intermediate Holdings or a Restricted Subsidiary of Indebtedness or

other obligations of any Restricted Subsidiary so long as in the case of a guarantee of Indebtedness by a

Restricted Subsidiary that is not a Guarantor, such Indebtedness could have been incurred directly by the

Restricted Subsidiary providing such guarantee or (2) any guarantee by a Restricted Subsidiary of

Indebtedness of Intermediate Holdings;

(q)IndebtednessofRestrictedSubsidiariesthatarenotGuarantorsintheaggregatenotto

exceed(togetherwithanyRefinancingIndebtednessinrespectthereof)thegreaterof(x)$16,000,000and

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(y)40%ofConsolidatedEBITDAforthemostrecentlyendedTestPeriod(calculatedonaProForma

Basis) at the time of incurrence;

(r)Indebtednessof Intermediate Holdingsor any ofthe Restricted Subsidiariesconsisting of

(i)thefinancingofinsurancepremiumsor(ii)takeorpayobligationscontainedinsupplyarrangementsin

each case, incurred in the ordinary course of business or consistent with past practice;

(s)(i) Indebtedness of Intermediate Holdings or any of the Restricted Subsidiaries

undertaken in connection with cash management and related activities with respect to any Subsidiary or

jointventureintheordinarycourseofbusiness,includingwithrespecttofinancialaccommodationsofthe

type described in the definition of “Cash Management Services” and (ii) Indebtedness owed on a short

term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary

course of business of Intermediate Holdings and its Restricted Subsidiaries with such banks or financial

institutions that arises in connection with ordinary banking arrangements to manage cash balances of

Intermediate Holdings and its Restricted Subsidiaries;

(t)Indebtedness consisting of Indebtedness issued by Intermediate Holdings or any of the

Restricted Subsidiaries to future, current or former officers, directors, managers and employees thereof,

their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of

Equity Interests of Intermediate Holdings or any direct or indirect parent company of Intermediate

Holdings to the extent permitted by Sections 10.5 and 10.6;

(u)Indebtedness in respect of (i) Permitted Other Indebtedness to the extent that the Net

Cash Proceeds therefrom are applied to the prepayment of Term Loans in the manner set forth in Section

5.2(a)(iii)and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in

subclause (i)above; providedthat (x) the principal amount of any such Indebtedness is not increased

above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal

or extension (except for any original issue discount thereon and the amount of fees, expenses, and

premium and accrued and unpaid interest in connection with such refinancing) and (y)such Indebtedness

otherwise complies with the definition of Permitted Other Indebtedness;

(v)so long as no Event of Default has occurred or is continuing at the time of incurrence of

such Indebtedness (or, if such Indebtedness is incurred in connection with a Limited Condition

Transaction, so long as no Event of Default shall exist at the time of execution of the definitive

documentation governing such Limited Condition Transaction and so long as no Event of Default under

Section11.1orSection11.5existsonthedatesuchIndebtednessisincurred),Indebtednessinrespectof

(i) Permitted Other Indebtedness; providedthat the aggregate principal amount of all such Permitted

Other Indebtedness issued or incurred pursuant to this subclause (i)(together with any Refinancing

Indebtedness in respect thereof) shall not exceed the Maximum Incremental Facilities Amount, (ii) any

refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i)above to the

extent permitted pursuant to clause (l)above; providedfurtherthat, in each case under this clause (v), (x)

such Indebtedness otherwise complies with the definition of Permitted Other Indebtedness and (y) any

such Indebtedness that meets the MFN Parameters shall be subject to the MFN Protection and ((A) (x)

rank pari passu or subordinate in right of payment with the Obligations;

(w)(i) Indebtedness in respect of Permitted Debt Exchange Notes incurred pursuant to a

Permitted Debt Exchange in accordance with Section 2.15(and which does not generate any additional

proceeds) and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in

subclause(i)above;providedthat(x)theprincipalamountofanysuchIndebtednessisnotincreased

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above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal

or extension (except for any original issue discount thereon and the amount of fees, expenses, and

premium and accrued and unpaid interest in connection with such refinancing) and (y) such Indebtedness

otherwise complies with the definition of Permitted Other Indebtedness;

(x)Indebtedness (including Indebtedness incurred to consummate a Permitted Acquisition or

other Investment and Acquired Indebtedness incurred in connection with or in contemplation of a

Permitted Acquisition or other Investment), subject to an Acceptable Intercreditor Agreement or other

applicable intercreditor arrangements (if any) applicable to the priority of Indebtedness contemplated

thereby, in an unlimited amount so long as (i) in the case of Indebtedness secured by Liens on the

Collateral on a pari passu basis with Liens on the Collateral securing the Obligations, the Consolidated

First Lien Secured Debt to Consolidated EBITDA Ratio (calculated on a Pro Forma Basis) shall be less

than or equal to 5.00:1.00; provided, however, that any Indebtedness that meets the MFN Parameters

incurred pursuant to this clause (i)(and any Refinancing Indebtedness in respect thereof) shall be subject

to the MFN Protection, (ii) in the case of Indebtedness secured by Liens on the Collateral on a junior lien

basis with the Liens on the Collateral securing the Obligations, the Consolidated Senior Secured Debt to

Consolidated EBITDA Ratio (calculated on a Pro Forma Basis) shall be less than or equal to 5.50:1.00

and (iii)in the case of Indebtedness that is unsecured or secured by assets other than Collateral, the

Consolidated Total Debt to Consolidated EBITDA Ratio (calculated on a Pro Forma Basis) shall be less

than or equal to 6.00:1.00;providedthat the amount of Indebtedness that may be incurred pursuant to this

clause (x)by Restricted Subsidiaries that are not Guarantors (together with Refinancing Indebtedness in

respect thereof) shall not exceed the greater of (x) $16,000,000 and (y)40% of Consolidated EBITDA for

themostrecentlyendedTestPeriod(calculatedonaProFormaBasis)atthetimeofincurrence;provided,

further, that any such Indebtedness otherwise complies with the definition of Permitted Other

Indebtedness;

(y)unsecured Indebtedness, Disqualified Stock and preferred stock of Intermediate Holdings

or any Restricted Subsidiary in an aggregate principal amount (together with any Refinancing

Indebtedness in respect thereof) up to 100% of the net cash proceeds received by Intermediate Holdings

since immediately after the Closing Date from the issue or sale of Equity Interests of Intermediate

Holdings or cash contributed to the capital of Intermediate Holding (in each case, other than proceeds of

Cure Amounts, Disqualified Stock or sales of Equity Interests to Intermediate Holdings or any of its

Subsidiaries) as determined in accordance with clauses (c)and (d) of the definition of “Available

Amount” to the extent such net cash proceeds or cash have not been applied pursuant to such clausesto

make Restricted Payments, Investments or prepayments of Junior Debt pursuant to Section10.5, 10.6or

10.7;

(z)unsecured Indebtedness that represents accrued (or deferred) and unpaid management

fees to the Sponsor or its Affiliates; provided, that the payment of such management fees in respect of

such Indebtedness is not otherwise prohibited under Section 10.5;

(aa)Accounts payable (for the deferred purchase price of property or services) from time to

time incurred in the ordinary course of business;

(bb)Indebtedness arising in connection with endorsement of instruments for deposit in the

ordinary course of business;

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(cc)Indebtedness representing deferred compensation to employees of Intermediate Holdings

or the Restricted Subsidiaries or similar arrangements (including, without limitation, Indebtedness issued

in connection with Restricted Payments permitted under Section 10.5(d));

(dd)Indebtedness consisting of local lines of credit, asset based facilities or other ordinary

courseworkingcapitalfacilitiesofForeignSubsidiariesthatarenon-recoursetoIntermediateHoldingsor

any Guarantor in an aggregate amount not to exceed (together with any Refinancing Indebtedness in

respect thereof) the greater of $10,000,000 and 25% of Consolidated EBITDA for the most recently

ended Test Period (calculated on a Pro Forma Basis); and

(ee)IndebtednessofanySubsidiaryincurredpursuanttoaPermittedReceivablesFinancing.

Accrual of interest (including “paid-in-kind” interest) or dividends, the accretion of accreted value, the

accretionoramortizationoforiginalissuediscountandthepaymentofinterestordividendsintheformof

additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this

covenant.Any Refinancing Indebtedness and any Indebtedness incurred to refinance Indebtedness

incurredpursuanttoclauses(a)and(y)aboveshallbedeemedtoincludeadditionalIndebtednessincurred

to pay premiums (including reasonable tender premiums), defeasance costs, fees and expenses in

connection with such refinancing.

10.2Limitation on Liens.Intermediate Holdings will not, and will not permit any of its

Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of

any kind (real or personal, tangible or intangible) of Intermediate Holdings or any Restricted Subsidiary,

whether now owned or hereafter acquired, except:

(a)LienssecuringtheObligationspursuanttotheSecurityDocuments;

(b)PermittedLiens;

(c)LiensinexistenceontheClosingDateanddisclosedonSchedule10.2;

(d)Liens existing at the time such property is acquired on property acquired by Intermediate

Holdings or any of the Restricted Subsidiaries after the Closing Date or Liens existing on Property of a

PersonimmediatelypriortosuchPersonbeingconsolidatedwithormergedintoIntermediateHoldingsor

any of the Restricted Subsidiaries or such Person becoming a Restricted Subsidiary; providedthat (a) no

such Lien shall have been created or assumed in contemplation of such acquisition, consolidation or

merger or such Person’s becoming a Restricted Subsidiary, (b) each such Lien shall at all times be

confined solely to the Property so acquired and (c) the incurrence of any Indebtedness secured by such