EX-10.1 - ACCELEVATION CREDIT AGREEMENT

Exhibit 10.1

Published Deal CUSIP: 00463QAA0

Published Revolver CUSIP: 00463QAB8

Published Term Loan CUSIP: 00463QAC6

CREDIT AGREEMENT

dated as of October 9, 2026

among

ACCELEVATION HOLDINGS LLC,

as Holdings,

ACCELEVATION LLC,

as the Borrower,

the several Lenders from time to time parties hereto,

and

BANK OF AMERICA, N.A.,

as the Administrative Agent and the Collateral Agent,

JPMORGAN CHASE BANK, N.A.,

MORGAN STANLEY SENIOR FUNDING, INC.,

KEYBANK NATIONAL ASSOCIATION,

PNC CAPITAL MARKETS LLC

and

BARCLAYS BANK PLC,

as Co-Syndication Agents

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

MORGAN STANLEY SENIOR FUNDING, INC.,

KEYBANK NATIONAL ASSOCIATION

and

PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers

BOFA SECURITIES, INC.

and

JPMORGAN CHASE BANK, N.A.,

as Joint Bookrunners

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TABLE OF CONTENTS

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SCHEDULES

Schedule 1.1(a)Commitments of Lenders

Schedule 8.1Good Standing

Schedule 8.13Subsidiaries

Schedule 9.13Post-Closing Actions

Schedule 10.1Closing Date Indebtedness

Schedule 10.2(c)Closing Date Liens

Schedule 10.2(i)Closing Date Hedging Obligations and Cash Management Services

Schedule 10.4Closing Date Asset Sales

Schedule 10.6Closing Date Investments

Schedule 10.8Closing Date Burdensome Agreements

Schedule 10.14Closing Date Affiliate Transactions

Schedule 13.2Notice Addresses

EXHIBITS

Exhibit AForm of Joinder Agreement

Exhibit B[Reserved]

Exhibit C[Reserved]

Exhibit D[Reserved]

Exhibit E[Reserved]

Exhibit FForm of Assignment and Acceptance

Exhibit G-1Form of Promissory Note

Exhibit G-2[Reserved]

Exhibit H-1Form of Pari Passu Intercreditor Agreement

Exhibit H-2Form of Junior Lien Intercreditor Agreement

Exhibit I-1Form of Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Not

Partnerships for U.S. Federal Income Tax Purposes)

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Exhibit I-2Form of Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Partnerships

for U.S. Federal Income Tax Purposes)

Exhibit I-3Form of Non-Bank Tax Certificate (For Non-U.S. Participants That Are Not

Partnerships for U.S. Federal Income Tax Purposes)

Exhibit I-4Form of Non-Bank Tax Certificate (For Non-U.S. Participants That Are

Partnerships for U.S. Federal Income Tax Purposes)

Exhibit JForm of Loan Notice

Exhibit KForm of Notice of Swingline Loan Borrowing

Exhibit L-1Form of Hedge Bank Designation

Exhibit L-2Form of Cash Management Bank Designation

Exhibit MForm of Compliance Certificate

Exhibit NBorrower Joinder Agreement

Exhibit OForm of Notice of Loan Prepayment

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CREDIT AGREEMENT

Credit Agreement, dated as of October 9, 2026 (as amended, restated, supplemented or otherwise

modified from time to time, this “Agreement”), by and among ACCELEVATION HOLDINGS LLC, a

Delaware limited liability company, ACCELEVATION LLC, a Delaware limited liability company (the

“Borrower”), the several lenders from time to time parties hereto (each a “Lender” and, collectively, the

“Lenders”), the Letter of Credit Issuer, and BANK OF AMERICA, N.A., 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, 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

$250,000,000, and (B) Revolving Credit Loans to be made available to the Borrower at 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 $400,000,000 less the sum of (1) the aggregate L/C Obligations at such time

and (2) the aggregate principal amount of all Swingline Loans outstanding at such time, (ii) the Letter of

Credit Issuer issues 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 $100,000,000 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

$40,000,000;

WHEREAS, (A) the proceeds of the Initial Term Loans and the Closing Date Revolving

Borrowings, together with cash on hand, will be used on the Closing Date to, (i) to refinance certain

outstanding indebtedness of the Borrower under that certain Credit Agreement, dated as of January 2,

2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to

time, the “Existing Credit Agreement”), by and among, inter alios, Accelevation Intermediate LLC, a

Delaware limited liability company, as holdings, the Borrower, the other guarantors party thereto from

time to time and MidCap Financial Trust, as the administrative agent, together with the lenders party

thereto from time to time (such refinancing, the “Refinancing”), (ii) to pay Transaction Expenses and (iii)

for working capital and general corporate purposes and (B) the proceeds of the Revolving Credit Loans

will be used after the Closing Date for the purposes set forth herein; and

WHEREAS, the Lenders and the Letter of Credit Issuer are willing to make available to the

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

NOW, THEREFORE, in consideration of the premises and the covenants and agreements

contained herein, the parties hereto hereby agree as follows:

Section 1.Definitions.

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

this Section 1.1unless 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):

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

substantially in the form of Exhibit H-1(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 pari

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

Exhibit H-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.

“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 the Borrower 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.

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

the Borrower to become an additional borrower (and/or a co-borrower) of any Credit Facility hereunder in

accordance with Section 2.17.

“Additional Term Loans” shall have the meaning provided in Section 2.14(a).

“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.

“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 Bank of America, N.A., as the administrative agent for the

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

pursuant to Section 12.9.

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

appropriate, account as set forth on Schedule 13.2or such other address or account as the Administrative

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

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

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

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

be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or

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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,

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, the Borrower, any other Subsidiary of Holdings or any Affiliated Institutional Lender).

“Agent Parties”and “Agent Party” shall have the meanings provided in Section 13.17(b).

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

Arrangers and Joint Bookrunners.

“Agreement” shall mean this Credit Agreement.

“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.

“Anti-Corruption Laws” shall have the meaning provided in Section 8.10.

“Anti-Money Laundering Laws” shall mean (i) all applicable requirements of the Currency and

Foreign Transactions Reporting Act of 1970 (31 U.S.C. 5311 et. seq., (the Bank Secrecy Act)), as

amended by Title III of the USA Patriot Act, (ii) the Trading with the Enemy Act, (iii) Executive Order

No. 13224 on Terrorist Financing, effective September 24, 2001 (66 Fed. Reg. 49079), any other enabling

legislation, executive order or regulations issued pursuant or relating thereto and (iv) other applicable

federal or state laws relating to “know your customer” or anti-money laundering rules and regulations.

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

statements and a related Compliance Certificate for the fiscal quarter ending June 30, 2027, (1) for Term

SOFR Loans that are Initial Term Loans or Revolving Credit Loans, 2.25% per annum and (2) for Base

Rate Loans that are Initial Term Loans or Revolving Credit Loans, 1.25% per annum, and (y) thereafter,

in connection with Initial Term Loans or Revolving Credit Loans, the percentage per annum set forth in

the table below, based upon the Consolidated Total Debt to Consolidated EBITDA Ratio as set forth in

the most recent Compliance Certificate reporting such ratio received by the Administrative Agent

pursuant to Section 9.1:

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

Loans resulting from a change in the Consolidated Total Debt to Consolidated EBITDA Ratio shall

become effective as of the first Business Day immediately following the date a Compliance Certificate

reporting such ratio is delivered pursuant to Section 9.1(d).

In the event that any financial statement or Compliance Certificate delivered pursuant to Section

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

Applicable Margin for any period than the Applicable Margin applied for that period, then (i) the

Borrower 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) 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, the Borrower 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.  This paragraph shall not

limit the rights of Administrative Agent or the Lenders with respect to Section 2.8(c)and Section 11

hereof and shall survive the termination of this Agreement until the payment in full in cash of the

aggregate outstanding principal balance of the Loans.

In addition, at the option of the Required Lenders at any time during which the Borrower shall

have failed to deliver the Compliance Certificate pursuant to Section 9.1(d)by the applicable date

required under Section 9.1(d)and upon written notice to the Borrower and the Administrative Agent, then

Pricing Level shall be deemed to be Level I for the purposes of determining the Applicable Margin (but

only for so long as such failure continues, the first Business Day after which such ratio shall be

determined based on the then existing Consolidated Total 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

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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.

“Applicable Percentage” shall mean, at any time, (a) with respect to any Lender with a

Revolving Credit Commitment of any Class, the percentage (carried out to the ninth decimal place) of the

aggregate Revolving Credit Commitments of such Class outstanding at such time represented by such

Lender’s Revolving Credit Commitment with respect to such Class at such time; providedthat if the

Revolving Commitments of such Class have terminated or expired, then the Applicable Percentage shall

be determined based upon the Applicable Percentage of such Lender most recently in effect, giving effect

to any assignments of such Class of Revolving Loans, Letter of Credit Exposures and Swingline

Exposures that occur after such termination or expiration, and (b) with respect to such Lender’s portion of

any outstanding Term Loan at such time, the percentage (carried out to the ninth decimal place) of the

outstanding principal amount of such Term Loan held by such Lender at such time.  The initial

Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 1.1(a)or

in the Assignment and Acceptanceor other documentation pursuant to which such Lender becomes a

party hereto, as applicable.  The Applicable Percentages shall be subject to adjustment as provided in

Section 2.16.

“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 or manages a Lender.

“Asset Sale” shall mean:

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

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

Leaseback) (each a “disposition”) of the Borrower or any Restricted Subsidiary, or

(ii)the issuance or sale of Capital Stock of the Borrower or any Restricted Subsidiary

(other than preferred stock of Restricted Subsidiaries issued in compliance with Section 10.1),

whether in a single transaction or a series of related transactions,

in each case, other than:

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

or obsolete, negligible, worn out or surplus property or (III) 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 in its business and (y) any disposition of

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

(b)any disposition permitted pursuant to Section 10.3 other than Section 10.3(f);

(c)the incurrence of Liens that are permitted to be incurred pursuant to Section 10.2

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

(a)of Section 10.6) that is permitted to be made, and is made, pursuant to Section 10.5or Section

10.6;

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

Subsidiary to the Borrower or (2) by the Borrower or a Restricted Subsidiary to another

Restricted Subsidiary;

(e)to the extent allowable under Section 1031 of the Code, or any comparable or

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

Similar Business;

(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 the

Borrower 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 the Borrower or any Subsidiary and the settlement of any crossing

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

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

or employees of the Borrower (or any direct or indirect parent company of the Borrower) or any

Subsidiary or any of their successors or assignsor (4) the conversion of anyintercompany

Indebtedness to Capital Stock or any Capital Stock to intercompanyIndebtedness;

(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 settlement or unwinding of any Hedging Obligations or obligations in respect

of Cash Management Services;

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

transfers or dispositions to 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 the Borrower is (ii) not material to the conduct of the business of the

Borrower and the Restricted Subsidiaries, taken as a whole, (ii) no longer economically

practicable or commercially desirable to maintain, or(iii) the expiration of registered Intellectual

Property at the end of its statutory term;

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

as required by applicable law;

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(p)dispositions to the extent that (1) such asset or property is exchanged for credit

(of comparable or greater Fair Market Value as determined in good faith by the Borrower) against

the purchase price of similar replacement asset or property that is purchased within 365 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, or sublicenses (other than with respect to

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

interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole;

(r)dispositions of non-core assets acquired in connection with,or resulting from,

any Permitted Acquisition or Investment permitted hereunder (including to obtain the approval of

any applicable 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 the Borrowerin

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 the

Borrowerand its Restricted Subsidiaries, as a whole, as determined in good faith by the

Borrower;

(t)a disposition or discount of accounts receivable, notes receivable or participations

therein, including any disposition of Securitization Assets, if applicable, and related assets, in

each case, in connection with any Receivables Facility or Qualified Securitization Financing;

provided, that the aggregate maximum permitted amount for all such arrangements at any time in

effect shall not exceed the greater of (x) $47,600,000 and (y) 35% of Consolidated EBITDA for

the most recently ended Test Period (calculated on a Pro Forma Basis);

(u)other dispositions with a Fair Market Value not to exceed the greater of (x)

$17,000,000 and (y) 12.5% of Consolidated EBITDA for the most recently ended Test Period

(calculated on a Pro Forma Basis) in any fiscal year (with unused amounts in any fiscal year

being carried forward to the immediately succeeding fiscal year, but not any fiscal year

thereafter);

(v)dispositions in connection with any cash pooling arrangement in the ordinary

course of business;

(w)in connection with the Transactions and Permitted Reorganizations;

(x)samples provided to customers or prospective customers or de minimis amounts

of equipment provided to employees; and

(y)existing or contemplated on the Closing Date (i) in an aggregate amount not in

excess $2,000,000, or (ii) listed on Schedule 10.4.

“Asset Sale Prepayment Event”shall mean any Asset Sale pursuant to Section 10.4 (other than

pursuant to clause (b) thereof), or series of related Asset Sales, subject to the Reinvestment Period

allowed in Section 10.4; provided, that with respect to any Asset Sale Prepayment Event, the Borrower

shall not be obligated to make any prepayment otherwise required by Section 5.2unless the aggregate

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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) $6,800,000 and (ii) 5% of Consolidated

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

Trigger”) in any fiscal year of the Borrower (excluding any amounts below the Prepayment Trigger).

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

form of Exhibit F, or such other form as may be approved by the Administrative Agent and (ii) in the case

of any assignment of Term Loans in connection with a Permitted Debt Exchange conducted in accordance

with Section 2.15, such form of assignment (if any) as may be agreed by the Administrative Agent and

the Borrower in accordance with Section 2.15(a).

“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

the Administrative Agent) to act as an arranger in connection with any Permitted Debt Exchange pursuant

to Section 2.15or Dutch auction pursuant to Section 13.6(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”shall mean, (a) with respect to any Person, any individual holding the

position 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 having

substantially the same authority and responsibility and, solely for purposes of notices given pursuant to

Section 2, any other officer or employee of the applicable Credit Party so designated by any of the

foregoing officers in a notice to the Administrative Agent or any other officer or employee of the

applicable Credit Party designated in or pursuant to an agreement between the applicable Credit Party and

the Administrative Agent; or (b) with respect to compliance with financial covenants or delivery of

financial information, the Chief Financial Officer or the Treasurer of such Person, or any other officer

having substantially the same authority and responsibility.

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

“Available Amount” shall mean, at any time, an amount (which shall not be less than zero) equal

to:

(a)the greater of (i) $47,600,000 and (ii) 35% of Consolidated EBITDA for the most

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

(b)an amount determined on a cumulative basis equal to 50% of Consolidated Net Income

for the period (taken as one accounting period) from the first day of the first full fiscal quarter ending

after the Closing Date until the last day of the most recent Test Period (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 the Borrowersince immediately after the Closing Date from the

issue or sale of (x) Capital Stock of the Borrower(other than Disqualified Stock and other than any Cure

Amount or any Excluded Contribution Amount) or (y) Indebtedness of the Borroweror a Restricted

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Subsidiary that has been converted into or exchanged for such Capital Stock of the Borroweror any direct

or indirect parent company of the Borrower, plus

(d)100% of the aggregate amount of cash and the Fair Market Value of marketable securities

or other property contributed to the capital of the Borroweror received by the Borrowerafter 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 the Borrowerby means of (A) the sale or other disposition (other

than to the Borroweror a Restricted Subsidiary) of Investments made by the Borrower and the Restricted

Subsidiaries pursuant to Section 10.6(s)and repurchases and redemptions of such Investments from the

Borrower and the Restricted Subsidiaries and repayments of loans or advances, and releases of

guarantees, which constitute Investments made by the Borrower or the Restricted Subsidiaries pursuant to

Section 10.6(s), in each case, after the Closing Date; (B) returns, profits, distributions and similar amounts

received by the Borrower and the Restricted Subsidiaries on Investments made pursuant to Section

10.6(s)and not in excess of the amount of such original Investment; or (C) the sale (other than to the

Borrower or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution

from an Unrestricted Subsidiary or a dividend from an Unrestricted Subsidiary or a joint ventureafter the

Closing Date, plus

(f)in the caseof the redesignation of an Unrestricted Subsidiary as, or merger, consolidation

or amalgamation of an Unrestricted Subsidiary with or into, a Restricted Subsidiary after the Closing

Date, the Fair Market Value of the Investment of the Borrower and its Restricted Subsidiaries in such

Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted

Subsidiary, plus

(g)the aggregate amount of any Retained Declined Proceeds since the Closing Date, plus

(h)without duplication of any amounts above, any returns, profits, distributions and similar

amounts received on account of a Permitted Investment to the extent such Investment was made in

reliance on the Available Amount and not in excess of the amount of such original Investment; minus

(i)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”.

“Available Commitment” shall mean, at any time, an amount equal to the excess, if any, of (i)

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

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

Obligations at such time and (c) all Swingline Loans then outstanding.

“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.

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

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

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

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

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

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

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

administration or other insolvency proceedings).

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

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” shall mean for any day a fluctuating rate of interest per annum equal to the highest

of (a) the Federal Funds Rate plus0.50%, (b) the rate of interest in effect for such day as publicly

announced from time to time by Bank of America as its “prime rate,” and (c)  Term SOFR plus1.00%,

subject to the interest rate floors set forth therein; providedthat if the Base Rate shall be less than zero,

such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of

America based upon various factors including Bank of America’s costs and desired return, general

economic conditions and other factors, and is used as a reference point for pricing some loans, which may

be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of

America shall take effect at the opening of business on the day specified in the public announcement of

such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 1.14hereof,

then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without

reference to clause (c) above.

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

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

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

required by the Beneficial Ownership Regulation.

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

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

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

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

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

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

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“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.

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

“Borrowing” shall mean (i) Loans of the same Class and Type, made, converted, or continued on

the same date and, in the case of Term SOFR Loans, as to which a single Interest Period is in effect or (ii)

a Swingline Loan.

“Business Day”shall mean any day other than a Saturday, Sunday or other day on which

commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the

Administrative Agent’s Office is located.

“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 the Borrower 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 the Borrower and the Restricted Subsidiaries

(including capitalized software expenditures, website development costs, website 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), (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 and (v) all warrants, options, or other rights to acquire any of the forgegoing (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), but excluding any debt security that is convertible into, or exchangeable for,

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” shall have a meaning correlative to the immediately succeeding paragraph and

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 the Letter of Credit Issuer 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, cash or

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deposit account balances or, if the Administrative Agent and the Letter of Credit Issuer shall agree in their

sole discretion, other credit support.

“Cash Equivalents” shall mean:

(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)certificates of deposit, time deposits, eurodollar time deposits, bankers’

acceptances, in each case with average maturities of 36 months or less from the date of acquisition, and

overnight bank deposits, in each case with any commercial bank having capital and surplus of not less

than $100,000,000,

(v)repurchase obligations for underlying securities of the types described in

clauses (iii), (iv)and (ix)of this definition entered into with any commercial bank 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,

respectively, from the date of creation thereof and variable and fixed rate notes rated at least “P-2” by

Moody’s or at least “A-2” by S&P (or, if at any time neither Moody’s nor S&P shall be rating such

obligations, an equivalent rating from another comparable nationally recognized rating agency),

respectively, issued by any commercial bank meeting the qualifications specified in clause (iv)above, in

each case with average maturities of 36 months or less from the date of creation thereof,

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

least “P-2” or “A-2” from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be

rating such obligations, an equivalent rating from another comparable nationally recognized rating

agency), respectively, in each case with average maturities of 36 months or less from the date of

acquisition,

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

territory of the United States or any political subdivision or taxing authority thereof having one of the two

highest rating categories obtainable from either Moody’s or S&P (or, if at any time neither Moody’s nor

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

rating agency), in each case with average maturities of 36 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 (or, if at any time neither Moody’s nor S&P shall be rating

such obligations, an equivalent rating from another comparable nationally recognized rating agency), in

each case with average maturities of 36 months or less from the date of acquisition,

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(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 with average maturities of 36 months or less from the date of

acquisition, (b) certificates of deposit of, bankers acceptances of, or time deposits with, any commercial

bank which is organized and existing under the laws of the country in which such Foreign Subsidiary

maintains its chief executive office and principal place of business provided such country is a member of

the Organization for Economic Cooperation and Development, and whose short-term commercial paper

rating from S&P is at least “A-2” or the equivalent thereof or from Moody’s is at least “P-2” or the

equivalent thereof (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an

equivalent rating from another comparable nationally recognized rating agency) (any such bank being an

“Approved Foreign Bank”), in each case with average maturities of 36 months or less from the date of

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

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

jurisdiction outside the United States to the extent reasonably required in connection with any business

conducted by such Foreign Subsidiary organized in such jurisdiction,

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

country outside the United States, Cash Equivalents shall also include investments of the type and

maturity described in clauses (i) through (x)above of Foreign Subsidiaries, in each case with the ratings

described in such clauses,

(xii)investment funds investing 90% of their assets in securities of the types described

in clauses (i)through (x)above, and

(xiii)investments, classified in accordance with GAAP as current assets, in money

market investment programs that are registered under the Investment Company Act of 1940 or that are

administered by financial institutions meeting the qualifications specified in clause (iv)above, in each

case the portfolios of which are limited such that substantially all of such investments are of the character,

quality and maturity described in clauses (i)through (x)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

converted into any currency listed in clauses (i)and (ii)as promptly as practicable and in any event within

ten Business Days following the receipt of such amounts.

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

deemed to be Cash Equivalents for all purposes under the Credit Documents regardless of the treatment of

such items under GAAP.

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

Management Services.

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

Management Agreement with Holdings, the Borrower or any Restricted Subsidiary, is an Agent or a

Lender or an Affiliate of an Agent or a Lender or, with respect to any Cash Management Agreement in

effect on the Closing Date, any Person that is an Agent or a Lender or an Affiliate of an Agent or a

Lender on the Closing Date or (ii) any Person that is designated by the Borrower as a “Cash Management

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Bank” by written notice to the Administrative Agent substantially in the form of Exhibit L-2or such other

form reasonably acceptable to 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, employee credit card programs, electronic funds transfer services, or e-payables,

(ii) treasury management services (including controlled disbursement, overdraft automatic clearing house

fund transfer services, return items, and interstate depository network services), other demand deposit or

operating account relationships, foreign exchange facilities, merchant services, electronic fund transfer,

treasury services and cash management services, including controlled disbursement services, overdraft

facilities, foreign exchange facilities, deposit and other accounts and merchant services, or other cash

management arrangements or any automated clearing house arrangements, (iii) any other demand deposit

or operating account relationships or other cash management services, including pursuant to any Cash

Management Agreements and (iv)  other services related, ancillary or complementary to the foregoing

(including any overdraft and related liabilities arising from treasury, depository, cash pooling

arrangements and cash management services, corporate credit and purchasing cards and related programs

or any automated clearing house transfers of funds).

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

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

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

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

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

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

prepayment otherwise required by Section 5.2unless the aggregate amount of Net Cash Proceeds from

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

reinvestment rights set forth herein, exceeds the greater of (i) $6,800,000 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 the Borrower that is a “controlled foreign

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

“CFC Holding Company” shall mean any direct or indirect Subsidiary of the Borrower that has

no material direct or indirect assets other than (as determined in the good faith of the Borrower) (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 the occurrence, after the Closing Date, of any of the following:

(a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule,

regulation or treaty or in the administration, interpretation, implementation or application thereof by any

Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive

(whether or not having the force of law) by any Governmental Authority; providedthat notwithstanding

anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and

all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the

implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for

International Settlements, the Basel Committee on Banking Supervision (or any successor or similar

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

each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or

implemented.

“Change of Control” shall mean and be deemed to have occurred if  (i) any Person, entity, or

“group” (within the meaning of Section 13(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 the Permitted Holders have, at such time, the right or the ability by

voting power, contract, or otherwise to elect or designate for election at least a majority of the board of

directors or other managing authority of Holdings or (ii) Holdings shall cease to beneficially own, directly

or indirectly, 100% of the issued and outstanding Capital Stock of the Borrower. For the purpose of

clauses (i) and (ii), at any time when a majority of the outstanding Voting Stock of Holdings is directly or

indirectly owned by a Parent Entity or, if applicable, a Parent Entity acts as the manager, managing

member or general partner of 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 Capital Stock of

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

shall not be treated as being owned by such Person or “group” for purposes of determining whether clause

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

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

warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the

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

such agreement or (y) solely as a result of veto or approval rights in any joint venture agreement,

shareholder agreement, investor rights agreement or other similar agreement, (e) a Person or

“group” (other than Permitted Holders) will not be deemed to beneficially own Voting Stock of another

Person as a result of its ownership of Capital Stock or other securities of such other Person’s Parent Entity

(or related contractual rights) unless it owns more than 50.0% of the total voting power of the Voting

Stock of such Person’s Parent Entity and (f) the right to acquire Voting Stock (so long as such Person

does not have the right to direct the voting of the Voting Stock subject to such right) or any veto power in

connection with the acquisition or disposition of Voting Stock will not cause a party to be a beneficial

owner.

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

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

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

Extended Revolving Credit Loans (of the same Extension Series), Initial 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 Swingline Loans and (ii) when used in reference to any

Commitment, refers to whether such Commitment is a Revolving Credit Commitment, a New Revolving

Credit Commitment, an Extended Revolving Credit Commitment (of the same Extension Series), an

Initial Term Loan Commitment, a Replacement Facility Commitment, or a New Term Loan Commitment.

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“Closing Date” shall mean October 9, 2026.

“CME” shall mean CME Group Benchmark Administration Limited.

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

“Collateral” shall mean all property pledged or purported to be pledged pursuant to the Security

Documents, excluding in all events Excluded Property.

“Collateral Agent” shall mean Bank of America, N.A., as collateral agent under the Security

Documents, or any successor collateral agent pursuant to Section 12.9, and any Affiliate or designee of

Bank of America, N.A., may act as the Collateral Agent under any Credit Document.

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

“Commitment Fee Rate” shall mean a percentage per annum equal to (x) until delivery of

financial statements and a related Compliance Certificate for the fiscal quarter ending June30, 2027,

0.300% per annum  and (y) thereafter, the percentage per annum set forth in the table below, based upon

the Consolidated Total Debt to Consolidated EBITDA Ratio as set forth in the most recent Compliance

Certificate reporting such ratio received by the Administrative Agent pursuant to Section 9.1:

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.

Any increase or decrease in the Commitment Fee Rate resulting from a change in the

Consolidated Total Debt to Consolidated EBITDA Ratio shall become effective as of the first Business

Day immediately following the date a Compliance Certificate reporting such ratio is delivered pursuant to

Section 9.1(d).

In addition, at the option of the Required Lenders at any time during which the Borrower shall

have failed to deliver the Compliance Certificate pursuant to Section 9.1(d)by the applicable date

required under Section 9.1(d)and upon written notice to the Borrower and the Administrative Agent, then

Pricing Level shall be deemed to be Level I for the purposes of determining the Commitment Fee Rate

(but only for so long as such failure continues, the first Business Day after which such ratio shall be

determined based on the then existing Consolidated Total Debt to Consolidated EBITDA Ratio).

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

Lender’s Initial Term Loan Commitment, New Term Loan Commitment, Revolving Credit Commitment,

New Revolving Credit Commitment, Extended 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”shall mean this Agreement, any Credit Document and any document, any

amendment, approval, consent, information, notice, certificate, request, statement, disclosure or

authorization related to any Credit Document.

“Compliance Certificate” shall mean a certificate of an Authorized Officer of the Borrower

substantially in the form of Exhibit Mdelivered pursuant to Section 9.1(d)for the applicable Test Period.

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

“Conforming Changes” shall mean, with respect to the use, administration of or any conventions

associated with SOFR or any proposed Successor Rate or Term SOFR, as applicable, any conforming

changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR” and “Interest Period”, timing and

frequency of determining rates and making payments of interest and other technical, administrative or

operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S.

Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or

continuation notices and length of lookback periods) as may be appropriate, in the discretion of the

Administrative Agent, in consultation with the Borrower, decides may be appropriate to reflect the

adoption and implementation of such applicable rate(s) and to permit the administration thereof by the

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

Agent in consultation with the 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 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 any other Credit Document).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured

by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Depreciation and Amortization Expense” shall mean with respect to any Person

for any period, the total amount of depreciation, amortization and impairment 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 (without duplication) and, except in the case of clauses (i)(i), (i)(l),

(i)(o) or (i)(s), to the extent deducted (and not added back) in such period in calculating

Consolidated Net Income by:

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(a)provision for taxes based on income, profits, revenue or capital,

including federal, state, local and provincial income, franchise, excise, value added and

similar taxes based on income, profits, revenue, gross receipts or capital and foreign

withholding taxes paid or accrued during such period (including in respect of repatriated

funds) including penalties and interest related to such taxes or arising from any tax

examinations, plus

(b)Consolidated Interest Expense of such Person for such period (including

(1) net losses on Hedging Obligations or other derivative instruments entered into for the

purpose of hedging interest rate risk, (2) all commissions, discounts and other fees and

charges owed with respect to letters of credit and bankers’ acceptance financing, (3) any

payments made during such period in respect of the accretion or accrual of discounted

liabilities that were amortized or accrued in a previous period and (4) any bank and letter

of credit fees and costs of surety bonds in connection with financing activities, in each

case, to the extent included in Fixed Charges), together with items excluded from the

definition of Consolidated Interest Expense and any non-cash interest expense, plus

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

such period, plus

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

amortization expense) related to any Equity Offering, Permitted Reorganization, Change

of Control, 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 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, or charges related to the offering of the Credit

Documents and any other credit facilities or debt issuances, and (3) any amendment or

other modification of the Loans hereunder or other Indebtedness, plus

(e)any other non-cash charges, including without limitation any write offs,

write downs, expenses, losses, any effects of adjustments resulting from the application

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

and loss of profit on the acquired inventory) or other items to the extent the same were

deducted (and not added back) in computing Consolidated Net Income (providedthat if

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

future period, (1) the Borrowers may determine not to add back such non-cash charge in

the current period and (2) to the extent the Borrowers decide to add back such non-cash

charge, 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, plus

(g) the amount of financial advisory, consulting, financing, underwriting or

placement services and similar fees, expenses and indemnities paid or accrued in such

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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

though such cost savings, operating expense reductions, operating enhancements and cost

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 the Borrower in good faith 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) 18 months of the Closing Date with respect to

clause (A)above and (y) 18 months of such merger or other business combination,

acquisition, disposition or other specified transaction, restructuring, cost savings initiative

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

(j)any costs, charges or expenses incurred by the Borrower or a Restricted

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

plan or any other management or employee benefit plan or agreement or any long-term

incentive plan, any severance agreement or any equity subscription or shareholder

agreement, to the extent that such costs or expenses are (A) funded with cash proceeds

contributed to the capital of the Borrower, net cash proceeds of an issuance of Capital

Stock of the Borrower (or any direct or indirect parent company thereof) (other than

Disqualified Stock) or cash proceeds from any secondary offering by any direct or

indirect parent company of the Borrower, or (B) related to employer-side payroll and

related taxes incurred upon the exercise, vesting or settlement of equity awards, plus

(k)the amount of costs, expenses and charges relating to payments made to

option, phantom equity or profits interest holders of the Borrower 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

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(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)(b)and (c)above

relating to such joint venture corresponding to the Borrower 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

indemnification or reimbursement agreements) and (1) to the extent covered by insurance

and actually reimbursed or otherwise paid, or, (2) so long as the Borrower 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 or indemnified by an

indemnifying partyand only to the extent that such amount is (A) not denied by the

applicable indemnitor or counterparty or carrier or indemnifying partyin writing within

180 days and (B) in fact reimbursed within 365 days of the date of the determination by

the Borrower that there exists such evidence (with a deduction for any amount so added

back to the extent not so reimbursed within such 365 days) or reimbursed by a third

party, expenses with respect to liability or casualty events or business interruption, plus

(o)charges, expenses and other items included in the Financial Model, plus

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

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

of such amounts arising in prior periods, amortization of the unrecognized net obligation

(and loss or cost) existing at the date of initial application of FASB Accounting Standards

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 and transaction fees

and expenses, including, without limitation, any one time expenses relating to enhanced

accounting functions or other transaction costs, including those associated with becoming

a standalone entity or a public company; 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

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(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,Grant Thornton LLP, BDO USA, P.C., RSM US LLP,

Baker Tilly US, LLP, Crowe LLP and any of the “Big Four” accounting firms are

acceptable); plus

(t)non-recurring litigation or claim settlement charges or expenses; plus

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

Borrower) 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 the Borrower to be open for business or operation and/or

(ii) costs associated with the construction of any new facility 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

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) expansion and signing bonuses, signing

costs, retention or completion bonuses, other executive recruiting and retention costs,

transition costs, costs related to closure/consolidation of facilities or bases and

curtailments or modifications to pension and post-retirement employee benefit plans

(including any settlement of pension liabilities and charges resulting from changes in

estimates, valuations and judgments); plus

(w) [reserved]; plus

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

plus

(y)any cost, charge or expense in connection with new hires subjectto non-

compete or non-solicit agreements, new offices and new lines of business; plus

(z)[reserved]; plus

(aa) letter of credit fees; plus

(bb) any net loss from disposed, abandoned, transferred, closed or discontinued

operations (excluding held for sale discontinued operations until actuallydisposed of);

plus

(cc) the amount of board of director and similar non-salaried persons of

Borrower, Holdings or their affiliates fees and expenses (including out of pocket director

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fees and expenses) actually paid by or on behalf of, or accrued by, such Person to the

extent permitted to be paid under this Agreement; plus

(dd) Public Company Costs; plus

(ee) costs or expenses associated with, or preparationfor, the Transactions

(whether incurred before, on or after the Closing Date), including (1) any bonuses,

transaction payments, retention payments, change-in-control payments, completion

payments or similar compensatory amounts paid or payable to officers, directors,

managers, employees or consultants of the Borrower or any Restricted Subsidiary (or any

Parent Entity) in connection with the Transactions and (2) any fees, costs and expenses

related to the integration, transition or restructuring of the business of the Borrower and

the Restricted Subsidiaries following the consummation of the Transactions; plus

(ff) the amount of loss or discount on sale of (x) receivables and relatedassets to

the Receivables Subsidiary in connection with a Receivables Facility and (y)

Securitization Assets and related assets in connection with a Qualified Securitization

Financing.

provided, that the aggregate amount included in Consolidated EBITDA pursuant to clauses (i)(B),

(t), (u), (x)and (y) (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 27.5% of Consolidated EBITDA for such period (with such calculation being made after

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

Forma Effect to any Specified 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)increased or decreased by (without duplication):

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

losses related to Indebtedness, intercompany balances, and other balance sheet items, plus

or minus, as the case may be, 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.

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For the avoidance of doubt:

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

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

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

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

(ii)there shall be included (to the extent not already included) in determining

Consolidated EBITDA for any period, without duplication, (1) the Acquired EBITDA of any Person or

business, or attributable to any property, store or other asset acquired by the Borrower or any Restricted

Subsidiary during such period (but not the Acquired EBITDA of any related Person or business or any

Acquired EBITDA attributable to any assets or property, in each case to the extent not so acquired) to the

extent not subsequently sold, transferred, abandoned, or otherwise disposed by the Borrower or such

Restricted Subsidiary during such period (each such Person, business, property, or asset acquired and not

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

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

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

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

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

equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for

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

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

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

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

discontinued operations by the Borrower or any Restricted Subsidiary during such period (each such

Person, property, 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 EBITDA of

such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion

thereof occurring prior to such sale, transfer, or disposition or conversion); 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 of the Borrower under this Agreement for any Test Period that includes any of the

fiscal quarters listed below, Consolidated EBITDA of the Borrower for such fiscal quarters shall be as set

forth below, in each case as may be subject to addbacks and adjustments (without duplication) above set

forth in clause (a)(i) and sections relating to pro formaadjustments for the applicable Test Period.

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

a Lien on the Collateral that ranks senior to or 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, minus unrestrictedcash and Cash Equivalents (in each case, free and clear of all Liens

other than Permitted Liens) of the Borrower and the Restricted Subsidiaries to (b) Consolidated EBITDA

for the Test Period most recently ended on or prior to such date of determination, in each case with such

pro forma adjustments to Consolidated First Lien Secured Debt and Consolidated EBITDA as are

appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Pro

Forma Basis.

“Consolidated Fixed Charge Coverage Ratio” shall mean, as of any date of determination, the

ratio of (a) (i) Consolidated EBITDA for the Test Period most recently ended on or prior to such date of

determination, less (ii) Consolidated Maintenance Capital Expenditures for such Test Period (other than

those financed with long term indebtedness (other than revolving indebtedness)), less (iii) the aggregate

amount of federal, state, local and foreign income taxes paid in cash and Tax Distributions (including, for

the avoidance of doubt, payments made pursuant to the Tax Receivable Agreement), in each case, of or

by the Borrower and its Restricted Subsidiaries during such Test Period, less(iv) Restricted Payments

(other than (w) Tax Distributions, (x) any distributions declared, required, committed to be made, or paid

on or prior to the Closing Date, (y) any Restricted Payments made in connection with the Transactions

(including the initial public offering of Ultimate Parent and the other transactions contemplated thereby),

and (z) any distributions or dividends funded with, or made from, the proceeds of any secondary offering

of Capital Stock of Holdings (or any direct or indirect parent company thereof))) paid in cash by the

Borrower during such Test Period to (b) Fixed Charges of the Borrower and its Restricted Subsidiaries on

consolidated basis for such Test Period; provided, that, notwithstanding the foregoing, for purposes of

calculating Fixed Charges under clause (b) for the Test Period ending (i) March 31, 2027 shall be Fixed

Charges of the Borrower and the Restricted Subsidiaries for the period beginning January 1, 2027 and

ending March 31, 2027 multiplied by four, (ii) June 30, 2027 shall be Fixed Charges for the period

beginning January 1, 2027 and ending June 30, 2027 multiplied by two, and (iii) September 30, 2027 shall

be Fixed Charges for the period beginning January 1, 2027 and ending September 30, 2027 multiplied by

4/3.

“Consolidated Interest Expense” shall mean the sum of cash interest expense (including that

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

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

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

of credit and bankers’ acceptance financing and net costs under hedging agreements, 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—

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

agreements for interest rates, (d) commissions, discounts, yield, make-wholepremium and other fees and

charges (including any interest expense) incurred in connection with anyReceivables Facility, (e) any

“additional interest” owing pursuant to a registration rights agreement with respect to any securities,

(f) any payments with respect to make-whole premiums or other breakage costs of any Indebtedness,

including, without limitation, any Indebtedness issued in connection with the Transactions, (g) penalties

and interest relating to taxes, (h) accretion or accrual of discounted liabilities not constituting

Indebtedness, (i) interest expense attributable to a direct or indirect Parent Entity resulting from push-

down accounting, (j) any expense resulting from the discounting of Indebtedness in connection with the

application of recapitalization or purchase accounting, (k) any interest expense attributable to the exercise

of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential),

with respect thereto and with respect to the Transactions, any acquisition or Investment permitted

hereunder, all as calculated on a consolidated basis, (l) administrative agency or trustee fees, (m) any

expense arising from any bridge, structuring,arrangement, commitment and/or other financing fee

(including fees and expenses associated with theTransactions and annual agency fees), and (n) any lease,

rental or other expense in connection with a lease obligation that is not a Capitalized Lease Obligation.

For purposes of this definition, interest in 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 Maintenance Capital Expenditures” shall mean, for any period, all Capital

Expenditures to maintain current operations of Borrower and its Subsidiaries on a consolidated basis

(excluding, for the avoidance of doubt, excluding Capital Expenditures that increase capacity, expand

operations, or are made in connection with new facilities, new product lines, or acquisitions), as

reasonably determined in good faith by the Borrower.

“Consolidated Net Income”shall mean, with respect to any Person for any period, the aggregate

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

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

providedthat, without duplication,

(i)extraordinary, exceptional, infrequent, non-recurring or unusual gains or losses

(less all fees and expenses relating thereto) or expenses (including any unusual or non-recurring

operating expenses directly attributable to the implementation of cost savings initiatives and any

accruals or reserves in respect of any extraordinary, non-recurring or unusual items), 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,

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

attributable to asset dispositions or abandonments other than in the ordinary course of business, as

determined in good faith by the sole member or similar governing body of the Borrower, shall be

excluded,

(v)the Net Income for such period of any Person that is not, the Borrower or a

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

accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be

increased by the amount of dividends or distributions or other payments that are actually paid in

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

Restricted Subsidiary thereof in respect of such period,

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

the Borrower 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

ASC 350) (formerly Financial Accounting Standards Board Statement Nos. 141 and 142,

respectively) resulting from the application of purchase accounting, including in relation to the

Transactions 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

Financial Accounting Standards Codification Topic 360 – Impairment and Disposal of 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 Capital Stock, refinancing transaction or

amendment or modification of any debt instrument (in each case, includingany such transaction

consummated prior to the Closing Date and anysuch transaction undertaken but not completed)

and any charges or non-recurring merger costs incurred during such period as a result of any such

transaction shall be excluded,

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(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, so long as the Borrower has made a determination that there exists reasonable evidence that

such amount will in fact be reimbursed by the insurer or indemnifying party and only to the

extent that such amount is (a) not denied by the applicable carrier or indemnifying party in

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

determination by the Borrower that there exists such evidence (with a deduction for any amount

so added back to the extent not so reimbursed within 365 days) or reimbursed by a third party,

losses and expenses with respect to liability or casualty events or business interruption shall 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 orexpensesincurred 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 Scheduled Funded Debt Payments” shall mean, for any period, for the

Borrower and its Restricted Subsidiaries on a consolidated basis, the sum of all scheduled payments of

principal on Consolidated Total Debt paid in cash.  For purposes of this definition, “scheduled payments

of principal” shall be determined without giving effect to any reduction of such scheduled payments

resulting from the application of any voluntary or mandatory prepayments made during the applicable

period.

“Consolidated SeniorSecured 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,

minus unrestrictedcash and Cash Equivalents (in each case, free and clear of all Liens other than

Permitted Liens) of the Borrower and the Restricted Subsidiaries as of such date of determination to

(b) Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to such

date of determination, in each case with such pro forma adjustments to Consolidated SeniorSecured Debt

and Consolidated EBITDA as are appropriate and consistent with the pro forma adjustmentprovisions set

forth in the definition of Pro Forma Basis.

“Consolidated Total Assets”shall mean, as of any date of determination, the amount that would,

in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on the

most recent consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date.

“Consolidated Total Debt” shall mean, as of any date of determination, an amount equal to the

sum of the aggregate amount of all outstanding Indebtedness of the Borrower andthe Restricted

Subsidiaries on a consolidated basis in accordance with GAAP consisting of third party Indebtedness for

borrowed money, obligations in respect of surety, performance or similar bonds or instruments issued in

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the ordinary course of business or consistent with past practice or industry norm (such obligations,

“Bonding Obligations”), Capitalized Lease Obligations, debt obligations evidenced by promissory notes

and similar instruments and purchase money Indebtedness (and excluding, for the avoidance of doubt, (i)

any intercompany Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) Hedging Obligations,

(iii) all deferred payments, earnouts and other similar contingentobligations, (iv) Secured Cash

Management Obligations or similar services, and (v) obligations of anyUnrestricted Subsidiary,

Receivables Subsidiary or Securitization Subsidiary); provided, that (x) any unreimbursed amount under

letters of credit shall not be counted as Consolidated Total Debt until five (5) Business Days 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.

“Consolidated Total Debt to Consolidated EBITDA Ratio”shall mean, as of any date of

determination, the ratio of (i) Consolidated Total Debt as of such date of determination,minus

unrestrictedcash andCash Equivalents (in each case, free and clear of all Liens other than Permitted

Liens) of theBorrower and the Restricted Subsidiaries as of such date of determination to

(ii) Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to such

date of determination, in each case with such pro forma adjustments to Consolidated Total Debt and

Consolidated EBITDA as are appropriate and consistent with the pro forma adjustment provisions set

forth in the definition of Pro Forma Basis.

“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

purchase any such primary obligation or any property constituting direct or indirect security therefor,

(ii) to advance or supply funds (a) for the purchase or payment of any such primary obligation or (b) to

maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or

solvency of the primary obligor, or (iii) to purchase property, securities, or services primarily for the

purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make

payment of such primary obligation against loss in respect thereof.

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

“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”.

“Covered Entity” shall mean any of the following:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 252.82(b);

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(ii)a “covered bank” as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12

C.F.R. § 382.2(b).

“Covered Party” shall have the meaning provided in Section 13.25.

“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

document expressly designated by the Administrative Agent or a Lender and any Credit Party as a “Credit

Document”.

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

Loan and/or the issuance, increase or extension of a Letter of Credit.

“Credit Facilities” shall mean, collectively, each category of Commitments or Loans 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, and the Revolving Credit Commitments).

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

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

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

“Daily Simple SOFR” with respect to any applicable determination date means the SOFR

published on such date on the Federal Reserve Bank of New York’s website (or any successor source).

“Debt Incurrence Prepayment Event” shall mean any issuance or incurrence by Holdings, the

Borrower 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)).

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

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

constitute an Event of Default.

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

“Default Right” shall have the meaning 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.

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“Deferred Net Cash Proceeds”shall have the meaning provided in the definition of “Net Cash

Proceeds”.

“Deferred Net Cash Proceeds Payment Date”shall have the meaning provided in the definition

of “Net Cash Proceeds”.

“Derivative Counterparty” shall have the meaning provided in Section 13.16.

“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, the

Crimea, non-government controlled portions of Kherson and Zaporizhzhia regions 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 the Borrower or a Restricted Subsidiary in connection with an Asset Sale that is

so designated as Designated Non-Cash Consideration pursuant to a certificate of an Authorized Officer of

the Borrower, setting forth the basis of such valuation, executed by either a senior vice president or the

principal financial officer of the Borrower, less the amount of cash or Cash Equivalents received in

connection with a subsequent sale of or collection on or other disposition of such Designated Non-Cash

Consideration.  A particular item of Designated Non-Cash Consideration will no longer be considered to

be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise

disposed of in compliance with Section 10.4.

“Designated Preferred Stock” shall mean preferred stock of Holdings or any direct or indirect

parent company of Holdings (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 Holdingsor

any of its Restricted Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an

officer’s certificate executed by the Authorized 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 Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold

Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Borrower 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” shall have the meaning assigned such term in the definition

of Guarantors.

“Discretionary Guarantor” shall mean a Discretionary Domestic Guarantor or a Discretionary

Foreign Guarantor, as the context requires.

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

Sale.

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“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 writingby the Sponsor,

Holdings,or the Borrower to the Administrative Agent, Joint Lead Arrangers and Joint Bookrunners prior

to the Closing Date,(ii)competitors of the Borrower and its Subsidiaries identified in writing by the

Sponsoror the Borrowerto the Administrative Agent prior to the Closing Date 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 each Person identified after the Closing Date pursuant to

clause (ii) or (iii) above shall become a Disqualified Lender on the next Business Day following the date

on which such identification is delivered to the Administrative Agent; provided, further, that such

designations shallnot apply retroactively to disqualify any Personsthat havepreviously validly acquired

anassignment or participation interestin 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

solely for Qualified Stock), other than as a result of a change of control, asset sale, condemnation event or

similar event, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the

holder thereof (other than solely for Qualified Stock), other than as a result of a change of control, asset

sale, condemnation event or similar event, in whole or in part, in each case, prior to the date that is

91 days after the Latest Maturity Date hereunder; providedthat if such Capital Stock is issued to any plan

for the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such employees,

such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be

repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory

obligations or as a result of such employee’s termination, death, or disability.

“Distressed Person” shall have the meaning provided in the definition of the term Lender-

Related Distress Event.

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

“Domestic Subsidiary” shall mean each Subsidiary of Holdings that is organized under the laws

of the United States, any state thereof, or the District of Columbia.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established

in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any

entity established in an EEA Member Country which is a parent of an institution described in clause (a)of

this definition, or (c) any financial institution established in an EEA Member Country which is a

subsidiary of an institution described in clauses (a)or (b)of this definition and is subject to consolidated

supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland,

Liechtenstein 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.

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“Effective Yield” shall mean, as to any Indebtedness, the effective yield on such Indebtedness in

the reasonable determination of the Administrative Agent in consultation with the Borrower and

consistent with generally accepted financial practices, taking into account the applicable interest rate

margins, any interest rate floors (the effect of which floors shall be determined in a manner set forth in the

proviso below), 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);

providedthat with respect to any Indebtedness that includes a “Term SOFR floor” or “Base Rate

floor,” (a) to the extent that the Term SOFR (with an Interest Period of three months) or Base Rate

(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 Term SOFR (with an Interest Period of three months) or Base Rate (without giving effect

to any floors in such definitions), as applicable, on the date that the Effective Yield is being calculated is

greater than such floor, then the floor shall be disregarded in calculating the Effective Yield.

“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them,

respectively, by 15 USC §7006, as it may be amended from time to time.

“Eligible Assignee” shall mean any Person other than (A) any natural person (or holding

company, investment vehicle or trust for a natural person), (B) any Disqualified Lender unless consented

to in writing by the Borrower, (C) any Defaulting Lender or any Affiliate thereof, or (D) any Affiliated

Lender, except as permitted by Section 13.6(h).

“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

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 Release or threatened

Release of Hazardous Materials or arising from alleged 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, 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 in effect and in each case as amended, and

any legally binding judicial or administrative interpretation thereof, including any legally binding judicial

or administrative order, consent decree, or judgment, relating to pollution or protection of the

environment, including, without limitation, ambient 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

-33-

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 Offering” shall mean any public or private sale of common stock or preferred stock of

Holdings or any direct or indirect parent company of Holdings (excluding Disqualified Stock), other than

issuances to any Subsidiary of Holdings.

“Equityholding Vehicle” shall mean any Parent Entity and any equity holder thereof through

which former, current officers or future officers, directors, employees or managers of the Borrower or any

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.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together

with any Credit Party, is treated as a single employer under Section 414 (b) or (c) of the Code (and

Sections 414(m) and (o) of the Code 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 Section 430(j) of the Code with respect to any Pension Plan or any failure by any

Pension Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or

Section 302 of ERISA) applicable to such Pension Plan, whether or not waived; (iv) a determination that

any Pension Plan is in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of

ERISA); (v) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an

application for a waiver of the minimum funding standard with respect to any Pension Plan; (vi) the

termination of, or the appointment of a trustee to administer, any Pension Plan under Section 4042 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 Section 4007 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 Section 4041 of

ERISA or to appoint a trustee to administer any Pension Plan under Section 4042 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 Section 4063 of ERISA during a plan

year in which it was a “substantial employer” (within the meaning of Section 4001(a)(2) of ERISA), or a

cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, or the

complete or partial withdrawal (within the meaning of Section 4203 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 Section 432 of the

Code or Section 305 of ERISA), or terminated (within the meaning of Section 4041A 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.

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“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published

by the Loan Market Association (or any successor person), as in effect from time to time.

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

“Excluded Contribution Amount” shall mean, as of any date of determination, the aggregate amount of

cash or Cash Equivalents received by the Borrower after the Closing Date as contributions to its common

equity capital (excluding any Cure Amount and any such contribution made with the proceeds of

Disqualified Stock), minusthe aggregate amount of any Restricted Payments made pursuant to Section

10.5(w)made prior to such date of determination in reliance thereon, designated from time to time as

Excluded Contributions.

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

“Excluded Stock andStock Equivalents”shall mean (i) any Capital Stock or Stock Equivalents

with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower (as

agreed to in writing), the cost or other consequences of pledging such Capital Stock or Stock Equivalents

in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to

be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Capital Stock and Stock

Equivalents of any (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 VotingStock 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-assignment provisions

which are ineffective under the Uniform Commercial Code or other applicable law and other than

proceeds thereof the assignment of which is expressly deemed effective under the Uniform Commercial

Code or other applicable law notwithstanding such prohibition or restriction), (II) any Contractual

Requirement prohibits such a pledge without the consent of any other party; providedthat this clause (II)

shall not apply if (x) such other party is a Credit Party or Wholly-Owned Subsidiary or (y) consent has

been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to

obligate 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

applicable law notwithstanding such prohibition or restriction), (vi) any Capital Stock or Stock

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Equivalents of any Subsidiary to the extent that the pledge of such Capital Stock or Stock Equivalents

would result in adverse tax consequences to any Parent Guarantor, the Borrower or any Subsidiary as

reasonably determined by the Borrower in consultation with the Administrative Agent, (vii) any Capital

Stock or Stock Equivalents that are margin stock, (viii) any Receivables Subsidiary or Securitization

Subsidiary, (ix) each Subsidiary that is a registered broker dealer and (x) any Capital Stock and 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 most

recently delivered to the Administrative Agent pursuant to Sections 9.1(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 Section 9.10(for so

long as such Subsidiary remains a non-Wholly-Owned Restricted Subsidiary), (iii) any direct or indirect

Subsidiary of the Borrower 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 becomes a

Restricted Subsidiary and, in the case of a contractual obligation, not entered into in 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, the Borrower

and their respective Subsidiaries to satisfy applicable Requirements of Law, (viii) each Subsidiary with

respect to which, as reasonably determined by the Borrower in consultation with the Administrative

Agent, providing such a Guarantee would result in adverse tax consequences, (ix) any other Subsidiary

with respect to which the Administrative Agent and the Borrower 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 Permitted Acquisition hereunder that guarantees such

Indebtedness, in each case to the extent that, and for so long as, the documentation relating to such

Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the

Obligations and such prohibition was not created, and such Indebtedness was not incurred, in

contemplation of such Permitted Acquisition, (xii) each SPV, 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.  Notwithstanding the

foregoing, in no event shall the Borrower or any Restricted Subsidiary of Holdings that owns Capital

Stock of the Borrower be deemed an Excluded Subsidiary.  Notwithstanding anything herein to the

contrary, no Additional Borrower (unless such Additional Borrower has resigned as a Borrower pursuant

to Section 2.17) or Discretionary Guarantor (unless such Discretionary Guarantor has been released from

the Guarantee pursuant to Section 12.1) shall be deemed an Excluded Subsidiary.

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“Excluded Swap Obligation” shall mean, with respect to any Credit Party, (a) any Swap

Obligation if, and to the extent that, all or a portion of the Obligations of such Credit Party of, or the grant

by such Credit Party of a security interest to secure, such Swap Obligation (or any Obligations thereof) is

or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation, or order of the

Commodity Futures Trading Commission (or the application or official interpretation of any thereof) or

(b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as

specified in any agreement between the relevant Credit Parties and Hedge Bank applicable to such Swap

Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such

exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which

such Obligation or security interest is or becomes illegal or unlawful.

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a

Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or

measured net income (however denominated), branch profits Taxes and franchise Taxes in each case (a)

imposed 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, the jurisdiction imposing such Tax, or (b) that are

Other Connection Taxes, (ii) in the case of a Lender, any U.S. federal withholding Tax imposed on

amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or

Commitment pursuant to a law in effect on the date on which such Lender acquires such interest in the

Loan or Commitment (or designates a new Lending Office), other than in the case of a Lender that is an

assignee pursuant to a request by the Borrower under Section 13.7(or that designates a new Lending

Office pursuant to a request by the Borrower), except in each case to the extent that such Lender (or its

assignor, if any) was entitled, immediately prior to the designation of a new Lending Office (or

assignment), to receive additional amounts from the Credit Parties with respect to such withholding Tax

pursuant to Section 5.4, (iii) any Taxes attributable to a Recipient’s failure to comply with Section 5.4(e),

or (iv) any withholding Tax imposed under FATCA.

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

Class.

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

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

“Existing Revolving Credit Commitment” shall have the meaning provided in Section

2.14(g)(ii).

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

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

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

“Extended Revolving Credit Commitments” shall have the meaning provided in Section

2.14(g)(ii).

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

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

Extended Revolving Credit Loans matures.

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“Extended Term Loan Repayment Amount” shall have the meaning provided in

Section 2.5(d).

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

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

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

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

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

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

“Extension Series” shall mean all Extended Term Loans and Extended Revolving Credit

Commitments that are established pursuant to the same Extension Amendment (or any subsequent

Extension Amendment to the extent such Extension Amendment expressly provides that the Extended

Term Loans or Extended Revolving Credit Commitments, as applicable, provided for therein are intended

to be a part of any previously established Extension Series) and that provide for the same interest margins,

extension fees, and amortization schedule.

“Fair Market Value” shall mean with respect to any asset or group of assets on any date of

determination, the value of the consideration obtainable in a sale of such asset at such date of

determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and

arranged in an orderly manner over a reasonable period of time having regard to the nature and

characteristics of such asset, as determined in good faith by the Borrower or the applicable Restricted

Subsidiary.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement

(or any amended or successor version that is substantively comparable and not materially more onerous to

comply with), any current or future regulations or official interpretations thereof, any agreements entered

into pursuant to Section 1471(b)(1) of the Code, any fiscal or regulatory legislation, rules or practices

adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental

Authorities entered into in connection with the implementation of the foregoing.

“FCPA” shall have the meaning provided in Section 8.10.

“Federal Funds Rate” shall mean, for any day, the rate per annum calculated by the Federal

Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as

determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website

from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of

New York as the federal funds effective rate; providedthat if the Federal Funds Rate as so determined

would be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.

“Fee Letter” shall mean that certain Fee Letter, dated as of August 27, 2026, by and among the

Borrower, BofA Securities, Inc. and the other Persons party thereto.

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

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“Financial Covenants” shall mean each of the financial covenants set forth in Section 10.9.

“Financial Model”shall mean the financial model of the Borrower delivered to the

Administrative Agent prior to September 3, 2026.

“Fixed Amounts” shall have the meaning provided in Section 1.12(a).

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

(i)Consolidated Interest Expense of such Person and its Restricted Subsidiaries on a

consolidated basis for such period, and

(ii)Consolidated Scheduled Funded Debt Payments for such period.

“Floor” shall mean 0.00% per annum.

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

“Foreign Subsidiary Prepayment Event” shall have the meaning provided in Section 5.2(a)(iii).

“Forward-Looking Information” shall have the meaning provided in Section 8.8(a).

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to the

Letter of Credit Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C

Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has

been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with

respect to the Swingline Lender, such Defaulting Lender’s Applicable 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.

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

“Fund” shall mean any Person (other than a natural Person) that is engaged or advises funds or

other investment vehicles that are engaged in making, purchasing, holding, or investing in commercial

loans and similar extensions of credit in the ordinary course.

“GAAP” shall mean generally accepted accounting principles in the United States, as in effect

from time to time; provided, however, that if a change in GAAP or the application thereof has occurred

after the Closing Date that would affect the computation of any financial ratio or financial requirement, or

compliance with any covenant, set forth in any Loan Document, and the Borrower or the Required

Lenders requests an amendment to any provision hereof to eliminate the effect of such change, regardless

of whether any such notice is given before or after such change in GAAP or in the application thereof,

then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before

such change shall have become effective until such notice shall have been withdrawn or such provision

amended in accordance herewith.  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 the government of the United States or any other nation,

or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality,

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regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing,

regulatory or administrative powers or functions of or pertaining to government (including any supra-

national bodies such as the European Union or the European Central Bank).

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

“Guarantee” shall mean (i) the Guarantee made by Holdings and each other Guarantor in favor

of the Collateral Agent for the benefit of the Secured Parties and (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

of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness, or

(iv) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect thereof;

provided, however, that the term guarantee obligations shall not include endorsements of instruments for

deposit or collection in the ordinary course of business or customary and reasonable indemnity

obligations or product warranties in effect on the Closing Date or entered into in connection with any

acquisition or disposition of assets permitted under this Agreement (other than such obligations with

respect to Indebtedness).  The amount of any 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 to perform 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, (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) and (iv) the Borrower with

respect to (A) all Obligations of any Restricted Subsidiary under any Secured Cash Management

Agreement or Secured Hedge Agreement, (B) all Swap Obligations of each other Credit Party determined

after giving effect to Sections 2(a) and 2(f) of the Guarantee and (C) all Obligations of each Additional

Borrower. For the avoidance of doubt, the Borrower, in its sole discretion, may cause any Restricted

Subsidiary that is not a Guarantor to Guarantee the Obligations by causing such Restricted Subsidiary to

execute and deliver to the 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 understood and agreed that Canada, as such jurisdiction exists without

giving effect to any Change in Law which may occur after the Closing Date, shall be deemed reasonably

satisfactory to the Administrative Agent; providedfurtherthat, if the Administrative Agent reasonably

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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

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 bond price or bond index swaps or

options or forward bond or forward bond price or forward bond index transactions, interest rate options,

forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency

swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other

similar transactions or any combination of any of the foregoing (including any options to enter into any of

the foregoing), whether or not any such transaction is governed by or subject to any master agreement,

and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms

and conditions of, or governed by, any form of master agreement published by the International Swaps

and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other

master agreement (any such master agreement, together with any related schedules, a “Master

Agreement”), including any such obligations or liabilities under any Master Agreement.

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

with 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 such 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 the Borrower as a “Hedge Bank” by written notice to the

Administrative Agent substantially in the form of Exhibit L-1or such other form reasonably acceptable to

the Administrative Agent and the Borrower.

“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 Financial Statements” shall mean (i) the compiled balance sheets of Accelevation

Holding Company, LLC  as of December 31, 2024, and the related, compiled statements of income, cash

flows and changes in equity for the periods then ended, (ii) the compiled balance sheets of the Borrower

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as of December 31, 2024, and the related, compiled statements of income, cash flows and changes in

equity for the periods then ended (together with clause (i), the “Historical Audited Financial

Statements”), and (iii) the unaudited balance sheet of the Borrower as of June 30, 2026 (the “Historical

Interim Balance Sheet”), and the related statement of income for the 12-month period then ended.

“Historical Interim Financial Statements” shall have the meaning given to such term in the

definition of “Historical Financial Statements”.

“HMT” shall have the meaning provided in the definition of the term “Sanctions”.

“Holdings” shall mean (i)  Holdings (as defined in the preamble to this Agreement) or (ii) after

the Closing Date any other Person or Persons (“New Holdings”) that is a domestic Subsidiary of

Holdings or of any Parent Entity of Holdings (or the previous New Holdings, as the case may be) but not

the Borrower or any of its Subsidiaries (“Previous Holdings”); providedthat (a) such New Holdings

directly owns 100% of the Capital Stock of the Borrower, (b) New Holdings shall expressly assume all

the obligations of Previous Holdings under this Agreement and the other Credit Documents pursuant to a

supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent

and the Borrower, (c) if reasonably requested by the Administrative Agent, a customary opinion of

counsel shall be delivered by the Borrower to the Administrative Agent to the effect that, without

limitation, such substitution does not violate this Agreement or any other Credit Document and preserves

the enforceability of the Guarantee and the perfection of the Liens created under the Security Documents

and, (d) all Capital Stock of the Borrower shall be pledged to secure the Obligations, (e) (i) subject to

Section 1.12(b), no Event of Default has occurred and is continuing at the time of such substitution and

such substitution does not result in any Event of Default and (ii) such substitution will not reasonably be

expected to result in any material adverse tax consequences to any Lender (unless reimbursed hereunder)

or to the Administrative Agent (unless reimbursed hereunder) and (f) the Administrative Agent shall have

received at least three Business Days prior to the proposed date of consummation of the assumption (as

referred to in immediately preceding clause (b)) such documentation and other information about New

Holdings as shall have been reasonably requested in writing by any Administrative Agent at least ten

calendar days prior to such date and as required by U.S. regulatory authorities under applicable “know

your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot

Act; provided, further, that if each of the foregoing is satisfied, Previous Holdings shall be automatically

released of all its obligations under the Credit Documents and any reference to “Holdings” in the Credit

Documents shall be meant to refer to New Holdings.

“ICC” shall have the meaning given to such term in the definition of “UCP”.

“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.

“Increased Amount Date” shall mean, with respect to any New Loan Commitments, the date on

which such New Loan Commitments shall be effective.

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

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“Incremental Revolving Credit Commitments” shall have the meaning provided in Section

2.14(a).

“Incremental Revolving Credit Loans” shall have the meaning provided in Section 2.14(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.

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

“incur” and “incurrence” shall have the meanings provided in Section 10.1.

“Incurrence Based Amounts” shall have the meaning provided in Section 1.12(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

by bonds, notes, debentures, or similar instruments or letters of credit or bankers’ acceptances (or, without

double counting, reimbursement agreements in respect thereof), (c) representing the balance deferred and

unpaid of the purchase price of any property (including Capitalized Lease Obligations), or

(d) representing any Hedging Obligations, if and to the extent that any of the foregoing Indebtedness

(other than letters of credit and Hedging Obligations) would appear as a net liability upon a balance sheet

(excluding the footnotes thereto) of such Person prepared in accordance with GAAP; providedthat

Indebtedness of any direct or indirect parent company appearing upon the balance sheet of the Borrower

solely by reason of push down accounting under GAAP shall be excluded, (ii) to the extent not otherwise

included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on

the obligations of the type referred to in clause (i)of another Person (whether or not such items would

appear upon the balance sheet of such obligor or guarantor), including by pledging property of such

Person as security for such obligations of such other Person 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 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, Indebtedness shall be deemed not to include (1) Contingent Obligations

incurred in the ordinary course of business, (2) obligations under or in respect of Receivables Facilities

and Securitization Facilities, (3) prepaid or deferred revenue arising in the ordinary course of business,

(4) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the

purchase price of an asset to satisfy warrants or other unperformed obligations of the seller of such asset,

(5)  trade accounts and accrued expenses payable in the ordinary course of business and accruals for

payroll and other liabilities accrued in the ordinary course of business, (6) any earn-out obligation until

such obligation, within 30 days of becoming due and payable, has not been paid and such obligation is

reflected as a liability on the balance sheet of such Person in accordance with GAAP, (7) any obligations

attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual,

contingent or potential) with respect thereto, (8) accrued expenses and royalties, (9) asset retirement

obligations and obligations in respect of workers’ compensation (including pensions and retiree medical

care) that are not overdue by more than 60 days, (10) [Reserved] or (11) customary obligations under

employment agreements and deferred compensation.  The amount of Indebtedness of any Person for

purposes of clause (iii)above shall (unless such Indebtedness has been assumed by such Person) be

deemed to be equal to the lesser of (x) the aggregate unpaid amount of such Indebtedness and (y) the Fair

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Market Value of the property encumbered thereby as determined by such Person in good faith.  For all

purposes hereof, the Indebtedness of the Borrower and the Restricted Subsidiaries, shall exclude all

intercompany Indebtedness arising from cash management, tax and/or accounting operations, having a

term not exceeding 365 days (inclusive of any roll-over or extensions of terms) and made in the ordinary

course of business or otherwise incurred through substantially concurrent interim transfers, loans or

advances to facilitate a Permitted Acquisition or other Investment permitted hereunder.

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

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

“Indemnified Taxes” shall mean (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”.

“Initial Term Loan” shall have the meaning provided in Section 2.1(a).

“Initial Term Loan Commitment” shall mean, in the case of each Lender that is a Lender on the

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 $250,000,000.

“Initial Term Loan Lender”shall mean a Lender with an Initial Term Loan Commitment or an

outstanding Initial Term Loan.

“Initial Term Loan Repayment Date”shall have the meaning provided in Section 2.5(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 (or is intended 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.

“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 Payment Date” shall mean, (a) as to any Term SOFR Loan, the last day of each

Interest Period applicable to such Loan and the Maturity Date of the Credit Facility under which such

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Loan was made; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three (3)

months, the respective dates that fall every three (3) months after the beginning of such Interest Period

shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including any Swingline Loan),

the last Business Day of each March, June, September and December and the Maturity Date of the Credit

Facility under which such Loan was made.

“Interest Period”shall, as to each Term SOFR Loan, the period commencing on the date such

Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date

one (1), three (3) or six (6) months thereafter (in each case, subject to availability and subject to

Section 2.9), as selected by the Borrower in its Loan Notice; providedthat:

(a)any Interest Period that would otherwise end on a day that is not a Business Day shall be

extended to the next succeeding Business Day unless such Business Day falls in another calendar month,

in which case such Interest Period shall end on the next preceding Business Day;

(b)any Interest Period that begins on the last Business Day of a calendar month (or on a day

for which there is no numerically corresponding day in the calendar month at the end of such Interest

Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)no Interest Period shall extend beyond the Maturity Date of the Credit Facility under

which such Loan was made.

“Investment” shall mean, with respect to any Person, all investments by such Person in other

Persons (including Affiliates) in the form of loans (including guarantees), advances, or capital

contributions (excluding accounts receivable, trade credit, credit card and debit card receivables, advances

to customers, commission, travel, and similar advances to officers, directors, managers and employees, in

each case made in the ordinary course of business), purchases or other acquisitions for consideration of

Indebtedness, Capital Stock, 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 the

Borrower in the same manner as the other investments included in this definition to the extent such

transactions involve the transfer of cash or other property or the purchase or other acquisition, in one

transaction or a series of related transactions, of all or substantially all of the assets of another Person or

assets constituting a business unit, line of business or division of such Person; providedthat Investments

shall not include, in the case of the Borrower and the Restricted Subsidiaries, intercompany loans

(including guarantees), advances, or Indebtedness arising from cash management, tax and/or accounting

operations,having a term not exceeding 365 days (inclusive of any roll-over or extensions of terms) and

made in the ordinary course of business;provided, further, that, in the event that any Investment is made

by Holdings, Borrower or any Restricted Subsidiary in any Person through substantially concurrent

interim transfers of any amount through a Borrower or any Restricted Subsidiaries, then such other

substantially concurrent interim transfers shall be disregarded for purposes of Section 10.6.

For purposes of the definition of Unrestricted Subsidiary and Section 10.6,

(i)Investments shall include the portion (proportionate to the Borrower’s equity

interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the

Borrower at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that

upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed

to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if

positive) equal to (a) the Borrower’s Investment in such Subsidiary at the time of such

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redesignation less(b) the portion (proportionate to the Borrower’s equity interest in such

Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such

redesignation; and

(ii)any property transferred to or from an Unrestricted Subsidiary shall be valued at

its Fair Market Value at the time of such transfer.

The amount of any Investment outstanding at any time shall be the original cost of such

Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment, or other

amount received by the Borrower or a Restricted Subsidiary in respect of such Investment (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.

“Investment Grade Securities” shall mean:

(i)securities issued or directly and fully guaranteed or insured by the United States

government or any agency or instrumentality thereof (other than Cash Equivalents),

(ii)debt securities or debt instruments with an Investment Grade Rating, but

excluding any debt securities or instruments constituting loans or advances among the Borrower

and its Subsidiaries,

(iii)investments in any fund that invests 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.

“ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998”

as published by the Institute of International Banking Law & Practice (or such later version thereof as

may be in effect at the time of issuance).

“Issuer Documents” shall mean, with respect to any Letter of Credit, the Letter of Credit Request

and any other document, agreement, and instrument entered into by the Letter of Credit Issuer and the

Borrower (or any 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 Exhibit A, which

may include additional provisions to ensure fungibility of the Loans and to provide for mechanics for

borrowings in currencies other than Dollars.

“Joint Bookrunners” shall mean BofA Securities, Inc. and JPMorgan Chase Bank, N.A.

“Joint Lead Arrangers” shall mean BofA Securities, Inc., JPMorgan Chase Bank, N.A., Morgan

Stanley Senior Funding, Inc., Keybank National Association and PNC Capital Markets LLC.

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“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 the Borroweror any Restricted Subsidiary) that is Subordinated

Indebtedness, junior lien secured Indebtedness or unsecured Indebtedness.

“Latest Maturity Date” shall mean, at any date of determination, the latest maturity or

expiration date applicable to any Loan or Commitment hereunder at such time, including the latest

maturity or expiration date of any 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.

“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 (but not later than the Revolving Credit Maturity Date) with the consent of the Letter of Credit

Issuer.

“L/C Obligations” shall mean, as at any date of determination, the aggregate amount available to

be drawn under all outstanding Letters of Credit plusthe aggregate of all Unpaid Drawings, including all

L/C Borrowings.  For all purposes of this Agreement, if on any date of determination, a Letter of Credit

has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule

3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be

“outstanding” in the amount so remaining available to be drawn.  Unless otherwise specified herein, the

amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit

in effect at such time.

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

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

“L/C Sublimit”shall mean $100,000,000.

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

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

“Lender” or “Lenders” shall have the meanings provided in the preamble to this Agreement.

“Lender Recipient Parties” mean collectively, the Lenders, the Swingline Lender and the Letter

of Credit Issuer.

“Lender Default” shall mean (i) the refusal or failure of any Lender to make available its portion

of any incurrence of Loans, which refusal or failure is not cured within two Business Days after the date

of such refusal or failure, unless such Lender notifies the Administrative Agent in writing that such

refusal or failure is the result of such Lender’s good faith determination that one or more conditions

precedent to funding (each of which conditions precedent, together with any applicable default, shall be

specifically identified in writing) has not been satisfied, (ii) the failure of any Lender to pay over to the

Administrative Agent, any Swingline Lender, the Letter of Credit Issuer or any other Lender any other

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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 within

three Business Days after written request in a manner reasonably satisfactory to the Administrative Agent

that it will comply with its funding obligations under this Agreement; providedthat such Lender shall

cease to be a Defaulting Lender pursuant to this clause (iv) upon receipt of such written confirmation by

the Administrative Agent, the Letter of Credit Issuer (if applicable) and the Borrower, (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 Capital Stock in that

Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such

ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts

within the United States or from the enforcement of judgments or writs of attachment on its assets or

permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or

disaffirm any contracts or agreements made with such Lender.

“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

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 Capital Stock

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.

“Lending Office” means, as to the Administrative Agent, the Letter of Credit Issuer or any

Lender, the office or offices of such Person described as such in such Person’s Administrative

Questionnaire, or such other office or offices as such Person may from time to time notify the Borrower

and the Administrative Agent; which office may include any Affiliate of such Person or any domestic or

foreign branch of such Person or such Affiliate.

“Letter of Credit” shall mean each standby letter of credit issued pursuant to Section 3.1or

renewed, extended or amended hereunder.

“Letter of Credit Commitment” shall mean, with respect to the Letter of Credit Issuer, the

Letter of Credit Issuer’s pro rata share of the L/C Sublimit (calculated based on the Letter of Credit

Issuer’s pro rata share of the Revolving Credit Commitments), as may be reduced from time to time

pursuant to Section 3.1.

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“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

(or is required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a)at such

time and (ii) such Lender’s Applicable Percentage of the L/C Obligations at such time (excluding the

portion thereof consisting of Unpaid Drawings in respect of which the Lenders have made (or are required

to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a)).

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

“Letter of Credit Issuer” shall mean Bank of America, in its capacity as issuer of Letters of

Credit hereunder, and each other Revolving Credit Lender that agrees to become a Letter of Credit Issuer

hereunder and becomes a Letter of Credit issuer pursuant to Section 3.6, in its capacity as issuer of Letters

of Credit hereunder.  In the event that there is more than one Letter of Credit Issuer at any time,

references herein and in the other Credit Documents to the Letter of Credit Issuer shall be deemed to refer

to the Letter of Credit Issuer in respect of the applicable Letter of Credit or to all Letter of Credit Issuers,

as the context requires.

“Letter of Credit Request” shall mean a notice executed and delivered by the Borrower pursuant

to Section 3.2, and substantially in a form which is acceptable to the Letter of Credit Issuer in its

reasonable discretion.

“Leverage Increase Period” shall have the meaning provided in Section 10.9.

“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, other permitted

acquisition or permitted Investment (in each case, including any such transaction that is subject to a letter

of intent or purchase agreement) or other transaction whose consummation is not conditioned on the

availability of, or on obtaining, third party financing, (ii) any redemption, repurchase, defeasance,

satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such

redemption, repurchase, defeasance, satisfaction and discharge or repayment, (iii) any asset sale, (iv) any

Restricted Payment which has been irrevocably declared,and (v) any designation or re-designation of an

Unrestricted Subsidiary.

“Loan” shall mean any Revolving Loan, Swingline Loan, Term Loan or any other loan made by

any Lender pursuant to this Agreement.

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

“MarketCapitalization” shall meanan amount equal to (i) the total number of issued and

outstanding shares of Capital Stock of Holdings (or any successor entity) or any direct or indirect parent

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of Holdings 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 Capital Stock 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,

consultants and managers (and Controlled Investment Affiliates and Immediate Family Members of the

foregoing) of Holdings, any Restricted Subsidiary or any Parent Entity who are or become direct or

indirect investors in Holdings, any Parent Entity or any Equityholding Vehicle, including any such

officers, directors, employees, consultants and managers owning through an Equityholding Vehicle.

“Mandatory Borrowing” shall have the meaning provided in Section 2.1(b).

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

Agreements”.

“Material Adverse Effect” shall mean a circumstance or condition affecting the business, assets,

operations, properties, or financial condition of the Borrower and its Restricted 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 or exclusively

licensed by the Borrower or any Restricted Subsidiary that is material to the business of the Borrower and

its Restricted Subsidiaries (as determined by the Borrower in good faith), taken as a whole.

“Material Subsidiary”shall mean, at any date of determination, each Restricted Subsidiary

(i) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal

period for which Section 9.1 Financials have been delivered were equal to or greater than 5.00% of the

Consolidated Total Assets of the Borrower and the Restricted Subsidiaries at such date or (ii) whose

revenues during such Test Period were equal to or greater than 5.00% of the consolidated revenues of the

Borrower 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 the Borrower 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 the Borrower and the Restricted Subsidiaries for

such period, in each case determined in accordance with GAAP, then the Borrower shall, on the date on

which financial statements for such quarter are delivered pursuant to this Agreement, designate in writing

to the Administrative Agent one or more of such Restricted Subsidiaries as Material Subsidiaries for each

fiscal period until this proviso is no longer applicable.

“Maturity Date”shall mean the 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

sum of (a) (x) the greater of (1) $136,000,000 and (2) 100% of Consolidated EBITDA for the most

recently ended Test Period (calculated on a Pro Forma Basis) minus(y) the sum of (A) the aggregate

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principal amount of New Loan Commitments incurred pursuant to Section 2.14(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 Section 10.1(v)(i)in reliance

on clause (i)of this definition prior to such date and (C) the aggregate principal amount of Indebtedness

issued or incurred (including any unused commitment obtained) in reliance on clause (A)(i)of Section

10.1(x)plus(b) the aggregate principal amount of voluntary prepayments repurchases, redemptions or

other retirements (including loan buybacks pursuant to Dutch auctions, open market purchases and

assignments permitted under the Credit Documents) 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 the Borrower 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

pursuant to Section 13.7) of Loans shall be equal to the face amount thereof) in each case, other than from

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 as a result of a contemplated Permitted Acquisition, but excluding any concurrent incurrence of

Indebtedness pursuant to clause (i)above and assuming the Incremental Revolving Credit Commitments

at such time are fully drawn) with (I) if such Indebtedness is secured by a Lien on a pari passu basis with

the Liens on the Collateral securing the Obligations, the Consolidated First Lien Secured Debt to

Consolidated EBITDA Ratio, shall not exceed 3.00 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

Senior Secured Debt to Consolidated EBITDA Ratio, shall not exceed 3.50 to 1.00 and (III) if such

Indebtedness is unsecured, the Consolidated Total Debt to Consolidated EBITDA Ratio, shall not exceed

4.00 to 1.00 (in each case excluding for the purposes of calculating such ratios, any cash proceeds

concurrently drawn (including Revolving Loans)) (it being understood that (I) unless otherwise elected by

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 and then calculating the

incurrence under clause (i)above and (III) any Indebtedness originally designated 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)).

“Minimum Borrowing Amount”shall mean (i) with respect to a Borrowing of Term SOFR

Loans, $2,000,000 (or, if less, the entire remaining applicable Commitments at the time of such

Borrowing) and (ii) with respect to a Borrowing of Base Rate Loans, $500,000 (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

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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.

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

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

consolidation to its business.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section 4001(a)(3)of

the ERISA and subject to Title IV 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 the Borrower 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 distribution or

repatriation of such proceeds) paid or reasonably estimated to be payable by Holdings, the

Borrower or any of its Subsidiaries and any Tax Distributions (including, for the avoidance of

doubt, distributions to any parent entity in an amount equal to the amount of payments required to

be made by such parent entity pursuant to the tax receivable agreement, as and when such

payments are required to be made pursuant to the Tax Receivable Agreement) 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 or distributions with respect to taxes or the Tax

Receivable Agreement deducted pursuant to clause (a)above) (1) associated with the assets that

are the subject of such Prepayment Event or otherwise reasonably expected to be payable in

connection with such transactions and (2) retained by the Borrower 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) secured by a Lien on the assets that are the subject of such Prepayment Event to the

extent that the instrument creating or evidencing such Indebtedness requires that such

Indebtedness be repaid upon consummation of such Prepayment Event,

(d)in the case of any Asset Sale Prepayment Event or Casualty Event, the amount of

any proceeds of such Prepayment Event that the Borrower or any Restricted Subsidiary has

reinvested (or intends to reinvest within the Reinvestment Period or has entered into a binding

commitment prior to the last day of the Reinvestment Period to reinvest) in the business of the

Borrower or any of the Restricted Subsidiaries; 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 the Borrower or a Restricted Subsidiary

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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 the

Borrower or such Restricted Subsidiary has entered into such binding commitment, as applicable

(such last day or 180th day, as applicable, the “Deferred Net Cash Proceeds Payment Date”),

and (ii) be applied to the repayment of Term Loans in accordance with Section 5.2(a)(i);

(e)in the case of any Asset Sale Prepayment Event or Casualty Event by a non-

Wholly-Owned Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof

(calculated without regard to this clause (e)) attributable to non-controlling interests and not

available for distribution to or for the account of the Borrower or a Wholly-Owned Restricted

Subsidiary as a result thereof;

(f)in the case of any Asset Sale Prepayment Event, 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 the Borrower

and/or any Restricted Subsidiaries receives cash in an amount equal to the amount of such

reduction; and

(g)all fees and out-of-pocket expenses paid by the Borrower or a Restricted

Subsidiary in connection with any of the foregoing (for the avoidance of doubt, including, (i) in

the case of the issuance of Permitted Other Indebtedness, any fees, underwriting discounts,

premiums, and other costs and expenses incurred in connection with such issuance and

(ii) attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related

search and recording charges, underwriting discounts and commissions, other customary

expenses, and brokerage, consultant, accountant and other customary fees),

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

above.

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person,

determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“New Holdings” shall have the meaning provided in the definition of the term Holdings.

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

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

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

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

“New Revolving Loan Repayment Amount” shall have the meaning provided in Section 2.5(d).

“New Revolving Loan Repayment Date” shall have the meaning provided in Section 2.5(d).

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

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

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

“New Term Loan Maturity Date”shall mean the date on which a New Term Loan matures.

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

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

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

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

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

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

“Non-U.S. Lender” shall mean any Lender that is not a “United States person” as defined by

Section 7701(a)(30) of the Code.

“Notice of Intent to Cure” shall have the meaning provided in Section 11.14(c).

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall

be substantially in the form of Exhibit Oor such other form as may be approved by the Administrative

Agent (including any form on an electronic platform or electronic transmission system as shall be

approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of

the Borrower.

“Obligations”shall mean all advances to, and debts, liabilities, obligations, covenants and duties

of, any Credit Party arising under any Credit Document or otherwise with respect to any Revolving Credit

Commitment, Loan or Letter of Credit, Swingline Loan 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 the Borrower or any of the Restricted Subsidiaries, whether direct or indirect (including those

acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising

and including interest and fees that accrue after the commencement by or against any Credit Party or any

Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the

debtor in such proceeding, regardless of whether such interest and fees are allowed 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.

“OFAC” shall have the meaning provided in Section 8.10.

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

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“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 Extended Revolving Credit Commitments related thereto).

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result

of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other

than connections arising from such Recipient having executed, delivered, become a party to, performed

its obligations under, received payments under, received or perfected a security interest under, engaged in

any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any

Loan or Credit Document).

“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 Credit Document 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, except any such Taxes that are Other Connection Taxes imposed with respect to

an assignment (other than an assignment made pursuant to Section 13.7).

“Overnight Rate”shall mean, for any day, the greater of (a) the Federal Funds 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 or indirect parent company (which may be

organized as, among other things, a partnership), including any managing member, of Holdings and/or the

Borrower.

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

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

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

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

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA

and any successor entity performing similar functions.

“Pension Plan” shall mean any “employee pension benefit plan” (as defined in Section 3(2) of

ERISA, but excluding any Multiemployer Plan) that is subject to Title IV of ERISA, Section 302 of

ERISA or Section 412 of the Code, in respect of which any Credit Party or any ERISA Affiliate is (or, if

such plan were terminated, would under Section 4062 or Section 4069 of ERISA, be deemed to be) an

“employer” as defined in Section 3(5) of ERISA.

“Permitted Acquisition” shall have the meaning provided in Section 10.6(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 the

Borrower 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 the Borrower and its

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Restricted Subsidiaries, as a whole; provided, further, that any cash or Cash Equivalents received must be

applied in accordance with Section 10.4.

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

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

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

“Permitted Holders” shall mean each of (a) 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 Borrower’s management), (b) any other existing equity holders on the

Closing Date, any Affiliates of such other existing equityholders on the Closing Date, (c) the

Management Investors (including any Management Investors holding Capital Stock through a direct or

indirect parent or management investment vehicle) and their Permitted Transferees, (d) any Person who is

acting solely as an underwriter in connection with a public or private offering of Capital Stock of

Holdings or any of its direct or indirect parent companies, acting in such capacity and (e) 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 any of the foregoing are members and any member of such group.

“Permitted Investment” shall have the meaning provided in Section 10.6.

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

(i)Liens for taxes, assessments, or other governmental charges, in each case (x) not

yet overdue for a period of more than 60 days or which are being contested in good faith by appropriate

proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of

such Person in accordance with GAAP or are not required to be paid pursuant to Section 8.11, or for

property taxes on property of such Person, which Person has determined to abandon if the sole recourse

for such tax, assessment, charge, levy, or claim is to such property or (y) so long as such Liens do not

individually or in the aggregate have a Material Adverse Effect;

(ii)Liens in connection with workers’ compensation, health, disability or

unemployment insurance laws, other employee benefit legislation, unemployment insurance legislation or

similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the

payment of Indebtedness), or leases to which such Person is a party, or Liens granted to secure public or

statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety, stay,

customs, performance or appeal bonds to which such Person is a party, or deposits as security for the

payment of rent or deposits made to secure obligations arising from contractual or warranty refunds, in

each case, incurred in the ordinary course of business;

(iii)Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s,

landlord’s, construction contractor’s, repairmen’s, and mechanics’ Liens, in each case, (x) for sums not

yet overdue for a period of more than 90 days or, if more than 90 days overdue, are unfiled and no other

action has been taken to enforce such Lien or that are being contested in good faith by appropriate

proceedings or other Liens arising out of judgments or awards against such Person with respect to which

such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves

with respect thereto are maintained on the books of such Person in accordance in all material respects

with GAAP, or (y) so long as such Liens do not individually or in the aggregate have a Material Adverse

Effect;

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(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 the Borrower 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 the Borrower 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 or timber, and other like purposes, or

for the joint or common use of real estate, rights of 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 the Borrower or any

Restricted Subsidiary or materially impair the value of such property subject thereto;

(vi)Liens pursuant to the Security Documents;

(vii)Liens arising out of judgments, attachments or awards not resulting in an Event

of Default under 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 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,

completion guarantees, performance and return of money bonds and other similar obligations (exclusive

of obligations for the payment of borrowed money) or (z) deposits made or other security provided to

secure liabilities to insurance carriers under insurance or self-insurance arrangements including Liens on

insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto in

the ordinary course of business;

(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;

(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 operating leases or consignment of goods;

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(xiii)leases, subleases, licenses, sublicenses, franchises, grants, covenants not to sue,

releases, consents and other forms of license (including of Intellectual Property) granted to others in the

ordinary course of business;

(xiv)Liens (x) on cash advances in favor of the seller of any property to be acquired in

an Investment permitted pursuant to Section 10.6to be applied against the purchase price for such

Investment, (y) consisting of an agreement to dispose of any property in an Asset Sale permitted under

Section 10.4, in each case, solely to the extent such Investment or disposition or (z) solely on any cash

earnest money deposits or cash advances made by the Borrower or any of the Restricted Subsidiaries in

connection with any letter of intent or purchase agreement permitted under this Agreement;

(xv)Liens (a) of a collection bank arising under Section 4-210 of the Uniform

Commercial Code or any comparable or successor provision on items in the course of collection,

(b) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the

ordinary course of business, and (c) in favor of banking or other financial institutions or other electronic

payment service providers arising as a matter of law encumbering deposits (including the right of set-off)

and which are within the general parameters customary in the banking or finance industry;

(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 the Borrower or

any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted

under this Agreement or (b) consisting of an agreement to dispose of any property pursuant to a

disposition permitted hereunder;

(xviii)rights reserved or vested in any Person by the terms of any lease, license,

franchise, grant or permit held by the Borrower or any of the Restricted Subsidiaries or by a statutory

provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic

payments as a condition to the continuance thereof;

(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 Capital Stock in joint ventures; providedthat any such Lien is in

favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint

venture and (b) purchase options, call and similar rights of, and restrictions for the benefit of, a third party

with respect to Capital Stock held by the Borrower 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

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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;

(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;

(xxv)other Liens; providedthat the aggregate outstanding face amount of obligations

secured by Liens existing in reliance on this clause (xxv) shall not exceed the greater of $47,600,000 and

35% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis)

as of such time of incurrence;

(xxvi)Liens on equipment of the Borrower or any Restricted Subsidiary granted in the

ordinary course of business to the Borrower’s or such Restricted Subsidiary’s client at which such

equipment is located;

(xxvii)Liens on Receivables Assets incurred in connection with a Receivables Facility

and Liens on Securitization Assets and related assets arising in connection with a Qualified Securitization

Financing permitted under clause (t) of the definition of “Asset Sale”;

(xxviii)zoning by-laws and other land use restrictions, including, without limitation, site

plan agreements, development agreements, and contract zoning agreements;

(xxix)[reserved];

(xxx)Liens on property of any Restricted Subsidiary that is not a Credit Party, which

Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a

Credit Party, in each case, to the extent permitted under Section 10.1;

(xxxi)Liens arising from Uniform Commercial Code financing statement filings

regarding operating leases or consignments entered into by the Borrower or any Restricted Subsidiary in

the ordinary course of business;

(xxxii)Liens on goods purchased in the ordinary course of business, the purchase price

of which is financed by a documentary letter of credit issued for the account of the Borrower or any of its

Subsidiaries; and

(xxxiii)Liens or rights of set-off against credit balances of the Borrower or any of the

Restricted Subsidiaries with credit card issuers or credit card processors or amounts owing by such credit

card issuers or credit card processors to the Borrower or any Restricted Subsidiaries in the ordinary course

of business to secure the obligations of any Subsidiary to the credit card issuers or credit card processors

as a result of fees and charges;

(xxxiv)Liens securing Indebtedness incurred or assumed in connection with any

Permitted Acquisition (so long as, in the case of any such Indebtedness assumed, such Indebtedness was

not assumed in contemplation thereof); providedthat such Liens with respect to any assumed

Indebtedness shall be limited to the property or assets acquired.

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“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

private placement) or secured or unsecured loans (including a bridge facility or syndicated loan financing)

(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) except in the case of any Inside Maturity Debt Exclusion, (i) the maturity

date of such Indebtedness shall be no earlier than the Latest Maturity Date (or, in the case of any such

Indebtedness that is secured by a Lien on the Collateral on a junior basis with the Liens securing the

Obligations or that is unsecured, the date that is 91 days after the Latest Maturity Date), (ii) such

Indebtedness shall not have a shorter weighted average life to maturity than the then existing Initial Term

Loans and (III) in the case of any such Indebtedness that is secured by a Lien on the Collateral on a junior

basis with the Liens securing the Obligations or that is unsecured, such Indebtedness shall not be subject

to any mandatory prepayments prior to the repayment in full of the 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, events of default and mandatory prepayments either, at the option of the Borrower, (i) shall be

not materially more restrictive (taken as a whole) (other than with respect to economic terms and

prepayment or redemption provisions) to the Borrower 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 the Borrower in good faith), (c) with

respect to such Indebtedness, no Subsidiary of Holdings (other than the Borrower or a Guarantor) shall be

an obligor, (d) if such Indebtedness is secured, such Indebtedness shall not be secured by a Lien on any

assets other than the Collateral and (e)  if such Indebtedness is secured, 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 Other Indebtedness Documents” shall mean any document or instrument (including

any guarantee or security agreement 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

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.

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

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“Permitted Reorganization” shall mean any transaction or undertaking, including investments,

in connection with internal reorganizations and or restructurings (including in connection with tax

planning and corporate reorganizations), so long as, after giving effect thereto, the value of the

Guarantees, taken as a whole, and the value of the security interest of the Secured Parties in the

Collateral, taken as a whole, are not materially impaired (ignoring, for these purposes, any hardening

periods) as a result of such Permitted Reorganization (as reasonably determined by the Borrower in good

faith).

“Permitted Repricing Amendment” shall have the meaning provided in Section 13.1.

“Permitted Transferees” shall mean (a) with respect to the Sponsor or any Controlled

Investment Affiliate, (i) the Sponsor, (ii) the heirs, executors, administrators, testamentary trustees,

legatees or beneficiaries of the Sponsor or any Controlled Investment Affiliate, and (iii) any trust, the

beneficiaries of which, or a corporation or partnership, the stockholders or partners of which, include only

a Controlled Investment Affiliate or an Immediate Family Member and (b) with respect to any Person that

is a natural person (and any Permitted Transferee of such Person), (i) such Person’s Immediate Family

Members, including his or her spouse, ex-spouse, children, step-children and their respective lineal

descendants and (ii) without duplication with any of the foregoing, such Person’s heirs, executors,

testamentary trustees, legatees, beneficiaries 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 Capital Stock in Holdings.

“Permitted Sale Leaseback” shall mean any Sale Leaseback consummated by the Borrower 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 (i) be consummated for Fair

Market Value as determined at the time of consummation in good faith by the Borrower or such

Restricted Subsidiary (which such determination may take into account any retained interest or other

Investment of the Borrower or such Restricted Subsidiary in connection with, and any other material

economic terms of, such Sale Leaseback) and (ii) the aggregate Fair Market Value of all assets or

property subject to such Sale Leasebacks shall not exceed the greater of $34,000,000 and 25% of

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

“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), in respect of which any Credit Party or, solely 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.

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

“Pledge Agreement” shall mean the Pledge Agreement entered into by the Credit Parties party

thereto and the Collateral Agent for the benefit of the Secured Parties.

“Post-Acquisition Period”shall mean, with respect to any Permitted Acquisition or similar

permitted Investment, the period beginning on the date such Permitted Acquisition is consummated and

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ending on the last day of the eighth full consecutive fiscal quarter immediately following the date on

which such Permitted Acquisition is consummated.

“Prepayment Event” shall mean any Asset Sale Prepayment Event, Debt Incurrence Prepayment

Event or Casualty Event.

“Prepayment Trigger”shall have the meaning provided such term in the definition of“Asset

Sale Prepayment Event”.

“primary obligation” shall have the meaning provided such term in the definition of “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 the

Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA,

as the case may be, projected by the Borrower in good faith as a result of (i) actions that have been taken,

initiated, or with respect to which substantial steps have been taken or are expected to be taken during

such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually

supportable cost savings, operating expenses reductions and operating enhancements or (ii) any additional

costs incurred during such Post-Acquisition Period, in each case, in connection with the combination of

the operations of such Acquired Entity or Business or Converted Restricted Subsidiary with the

operations of the Borrower and the Restricted Subsidiaries; providedthat (a) at the election of the

Borrower, such Pro Forma Adjustment shall not be required to be determined for any Acquired Entity or

Business or Converted Restricted Subsidiary to the extent the aggregate consideration paid in connection

with such acquisition was less than $30,000,000; and (b) so long as such actions are taken, initiated, or

with respect to which substantial steps have been taken or are expected to be 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 forma increase or decrease to such

Acquired EBITDA or such Consolidated EBITDA, as the case may be, 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 or covenant hereunder, that (i) to the extent applicable,

the Pro Forma Adjustment shall have been made and (ii) all Specified Transactions and the following

transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable

period of measurement in such test or covenant: (a) income statement items (whether positive or negative)

attributable to the property or Person subject to such Specified Transaction, (1) in the case of a sale,

transfer or other disposition of all or substantially all Capital Stock in any Subsidiary of the Borrower or

any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall

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be excluded, and (2) in the case of a Permitted Acquisition or Investment described in the definition of

“Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) other than as set

forth in the definition of “Maximum Incremental Facilities Amount”, any incurrence or assumption of

Indebtedness by the Borrower or any of the Restricted Subsidiaries in connection therewith (it being

agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied

rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that

is or would be in effect with respect to such Indebtedness as at the relevant date of determination)(but

without giving pro forma effect to any Indebtedness incurred substantially concurrently therewith under

any other basket that is not a leverage-based incurrence test, including the Revolving Credit Facility or

any other revolving credit facility); providedthat, without limiting the application of the Pro Forma

Adjustment pursuant to clause (a)above, the foregoing pro forma adjustments may be applied to any such

test or covenant solely to the extent that such adjustments are consistent with the definition of

Consolidated EBITDA and give effect to operating expense reductions and operating enhancements that

are (x) (1) directly attributable to such transaction, (2) expected to have a continuing impact on the

Borrower 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”.

“Promissory Note” has the meaning specified in Section 2.5(h).

“Prohibited Transaction” shall have the meaning assigned to such term in Section 406 of

ERISA and Section 4975(c) of the Code.

“PTE” shall mean a prohibited transaction class exemption issued by the U.S. Department of

Labor, as any such exemption may be amended from time to time.

“Public Company Costs” means charges associated with, or in anticipation of, or preparation

for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 (and, in each case, similar

Requirements of Law under other jurisdictions) and the rules and regulations promulgated in connection

therewith and charges relating to compliance with the provisions of the Securities Act and the Exchange

Act (and, in each case, similar Requirements of Law under other jurisdictions), as applicable to

companies with equity or debt securities held by the public, the rules of national securities exchange

companies with listed equity or debt securities, directors’, managers’ and/or employees’ compensation,

fees and expense reimbursement, charges relating to investor relations, shareholder meetings and reports

to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and

other professional fees (including auditors’ and accountants’ fees), listing fees, filing fees, transfer agent

and registrar fees, stock exchange annual listing fees, costs of annual and special meetings of stockholders

and proxy solicitation, costs, investor day, analyst presentation and non-deal roadshow expenses, and

other costs and/or expenses associated with being a public company (including any one time expenses

relating to enhanced accounting functions or other transaction costs, including those associated with

becoming a standalone entity or a public company).

“QFC” shall have the meaning of “qualified financial contract”set forth in, and shall be

interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support”shall have the meaning provided in Section 13.25.

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“Qualified Proceeds” shall mean assets that are used or useful in, or Capital Stock of any Person

engaged in, a Similar Business.

“Qualified Securitization Financing” shall mean any Securitization Facility (and any guarantee

of such Securitization Facility), that meets the following conditions: (i) the Borrower shall have

determined in good faith that such Securitization Facility (including financing terms, covenants,

termination events and other provisions) is in the aggregate economically fair and reasonable to the

Borrower and the Restricted Subsidiaries; (ii) all sales of Securitization Assets and related assets by the

Borrower or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at

Fair Market Value (as determined in good faith by the Borrower); (iii) the financing terms, covenants,

termination events and other provisions thereof shall be on market terms (as determined in good faith by

the Borrower) and may include Standard Securitization Undertakings; and (iv) the obligations under such

Securitization Facility are nonrecourse (except for customary representations, warranties, covenants and

indemnities made in connection with such facilities) to the Borrower or any Restricted Subsidiary (other

than a Securitization Subsidiary).

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

Stock of such Person.

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

“Recipient” shall mean (a) the Administrative Agent, (b) any Lender, (c) the Letter of Credit

Issuer, or (d) any Swingline Lender, as applicable.

“Receivables Asset” shall mean (a) any accounts receivable or related assets and the proceeds

thereof, in each case, subject to a Receivables Facility and (b) all collateral securing such receivable or

asset, all contracts and contract rights, guaranties or other obligations in respect of such receivable or

asset, lockbox accounts and records with respect to such account or asset and any other assets customarily

transferred (or in respect of which security interests are customarily granted), together with accounts or

assets in a receivable securitization or factoring arrangement and which in the case of clauses (a)and (b)

above are sold, conveyed, assigned or otherwise transferred or pledged in connection with a Receivables

Facility.

“Receivables Facility” shall mean any of one or more receivables financing facilities (and any

guarantee of such financing facility), as amended, supplemented, modified, extended, renewed, restated,

restructured or refunded from time to time, the obligations of which are non-recourse (except for

customary representations, warranties, covenants, and indemnities made in connection with such

facilities) to the Borrower and the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant

to which the Borrower or any Restricted Subsidiary sells, directly or indirectly, grants a security interest

in or otherwise transfers its accounts receivable to either (i) a Person that is not a Restricted Subsidiary or

(ii) a Receivables Subsidiary that in turn funds such purchase by purporting to sell its accounts receivable

to a Person that is not a Restricted Subsidiary or by borrowing from such a Person or from another

Receivables Subsidiary that in turn funds itself by borrowing from such a Person.

“Receivables Fee” shall mean distributions or payments made directly or by means of discounts

with respect to any accounts receivable or participation interest issued or sold in connection with, and

other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables

Facility.

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“Receivables Subsidiary” shall mean any Subsidiary formed for the purpose of facilitating or

entering into one or more Receivables Facilities, and in each case engages only in activities reasonably

related or incidental thereto or another Person formed for the purposes of engaging in a Receivables

Facility in which the Borrower or any Subsidiary makes an Investment and to which the Borrower or any

Subsidiary transfers accounts receivables and related assets.

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

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

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

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

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

“Regulation T”shall mean Regulation T of the Board as from time to time in effect and any

successor to all or a portion thereof establishing margin requirements.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and any

successor to all or a portion thereof establishing margin requirements.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and any

successor to all or a portion thereof establishing margin requirements.

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

“Reimbursement Obligations” shall mean the Borrower’s obligations to reimburse Unpaid

Drawings pursuant to Section 3.4(a).

“Reinvestment Period”shall mean eighteen months following the date of receipt of Net Cash

Proceeds of an Asset Sale Prepayment Event or Casualty Event.

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

“Related Business Assets” shall mean assets (other than cash or Cash Equivalents) used or useful

in a Similar Business; providedthat any assets received by the Borrower or the Restricted Subsidiaries in

exchange for assets transferred by the Borrower or a Restricted Subsidiary shall not be deemed to be

Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of

such Person, such Person would become a Restricted Subsidiary.

“Related Fund” shall mean, with respect to any Lender that is a Fund, any other Fund that is

advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of

such entity that administers, advises or manages such Lender.

“Related Parties”shall mean, with respect to any specified Person, such Person’s Affiliates and

the directors, officers, employees, agents, trustees, 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.

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“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

York and/or the Term SOFR Administrator, as applicable, or a committee officially endorsed or convened

by the Board of Governors and/or the Federal Reserve Bank of New York or, in each case, any successor

thereto.

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

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

“Reportable Event” shall mean any “reportable event”, as defined in Section 4043(c) of ERISA

or the regulations issued thereunder, with respect to a Pension Plan (other than a Pension Plan maintained

by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of

Section 414 of the Code), other than those events as to which notice is waived pursuant to applicable

regulation.

“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.

“Requirements of Law” shall mean, as to any Person, the certificate of incorporation and by-

laws or other organizational or governing documents of such Person, and any law, treaty, rule, or

regulation or determination of an arbitrator or a court or other Governmental Authority, in each case

applicable to or binding upon such Person or any of its property or assets or to which such Person or any

of its property or assets is subject.

“Rescindable Amount” shall have the meaning provided in Section 5.3(c).

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

“Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any UK

Financial Institution, a UK Resolution Authority.

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“Restricted Debt Payments” shall have the meaning provided in Section 10.7.

“Restricted Payments” shall mean any dividend or other distribution (whether in cash, securities

or other property) with respect to any Capital Stock in 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 Capital Stock in any other Parent Guarantor, the Borrower or any

Restricted Subsidiary or any option, warrant or other right to acquire any such Capital Stock in any other

Parent Guarantor, the Borrower or any Restricted Subsidiary.

“Restricted Person” and/or “Restricted Persons” shall have the meaning provided in Section

13.16.

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

Subsidiary.

“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 $400,000,000 on the Closing

Date (the “Initial Revolving Credit Commitments”); providedthat such Initial Revolving Credit

Commitments may be further adjusted from time to time in accordance with the terms of this Agreement.

“Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the sum of

(i) the aggregate principal amount of Revolving Credit Loans of such Lender then outstanding, (ii) such

Lender’s Letter of Credit Exposure at such time and (iii) such Lender’s Applicable 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.

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

“Revolving Credit Maturity Date” shall mean the earlier of (i) October 9, 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.

“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 L/C Obligations shall have been reduced to zero or Cash Collateralized.

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“Revolving Loan” shall mean, collectively or individually as the context may require, any (i)

Revolving Credit Loan, (ii) Extended Revolving Credit Loan and (iii) New 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 the Borrower or any Restricted Subsidiary of any real or tangible personal property,

which property has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to

such Person in contemplation of such leasing.

“Sanctions” shall mean any economic or financial sanctions, laws, regulations, trade embargoes

or restrictive measures administered or enforced by (i) the United States; (ii) the United Nations; (iii) the

European Union; (iv) the United Kingdom; (v) the respective governmental institutes and agencies of any

of the foregoing, including, without limitation, the United Nations Security Council, the Office of Foreign

Assets Control of the U.S. Department of Treasury (“OFAC”), the United States Department of State,

Office of Financial Sanctions Implementation of His Majesty’s Treasury (“HMT”) (each, a “Sanctions

Authority” and together, the “Sanctions Authorities”); or (vi) any relevant Governmental Authority

having jurisdiction over the Borrower and its Subsidiaries.

“Scheduled Unavailability Date” shall have the meaning provided in Section 1.14(b).

“SDN List” shall have the meaning provided in Section 8.21.

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

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

“Section 9.1Financials”shall mean the financial statements delivered, or required to be

delivered, pursuant to Section 9.1(a)or (b)together with the accompanying officer’s certificate delivered,

or required to be delivered, pursuant to Section 9.1(d).

“Secured Cash Management Agreement” shall mean any Cash Management Agreement that is

entered into by and between Holdings, the Borrower or any of the Restricted Subsidiaries and any Cash

Management Bank, which is specified in writing by the Borrower to the Administrative Agent as

constituting a Secured Cash Management Agreement hereunder.

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

Management Agreements.

“Secured Hedge Agreement” shall mean any Hedge Agreement that is entered into by and

between Holdings, the Borrower or any Restricted Subsidiary and any Hedge Bank, which is specified in

writing by the Borrower to the Administrative Agent as constituting a “Secured Hedge Agreement”

hereunder.  For purposes of the preceding sentence, the Borrower may deliver one notice designating all

Hedge Agreements entered into pursuant to a specified Master Agreement as “Secured Hedge

Agreements”.  Notwithstanding anything to the contrary, a Hedge Agreement entered into by a Restricted

Subsidiary shall remain a Secured Hedge Agreement notwithstanding that such Restricted Subsidiary is

subsequently designated an Unrestricted Subsidiary (but not any Hedge Agreement entered into after the

date of such designation), unless otherwise agreed between such Restricted Subsidiary and Hedge Bank.

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

“Secured Parties” shall mean the Administrative Agent, the Collateral Agent, the Letter of

Credit Issuer, the Swingline Lender 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, the Borrower or any

Restricted Subsidiary, each Cash Management Bank that is party to a Secured Cash Management

Agreement with Holdings, the Borrower or any Restricted Subsidiary and each subagent pursuant to

Section 12appointed 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.

“Securities Exchange Act” shall mean Securities Exchange Act of 1934, as amended.

“Securitization Asset” shall mean (a) any accounts receivable or related assets and the proceeds

thereof, in each case, subject to a Securitization Facility and (b) all collateral securing such receivable or

asset, all contracts and contract rights, guaranties or other obligations in respect of such receivable or

asset, lockbox accounts and records with respect to such account or asset and any other assets customarily

transferred (or in respect of which security interests are customarily granted), together with accounts or

assets in a securitization financing and which in the case of clauses (a)and (b) above are sold, conveyed,

assigned or otherwise transferred or pledged in connection with a Qualified Securitization Financing.

“Securitization Facility” shall mean any transaction or series of securitization financings that

may be entered into by the Borrower or any Restricted Subsidiary pursuant to which such Borrower or

any such Restricted Subsidiary may sell, convey or otherwise transfer, or may grant a security interest in,

Securitization Assets to either (a) a Person that is not the Borrower or a Restricted Subsidiary or (b) a

Securitization Subsidiary that in turn sells such Securitization Assets to a Person that is not the Borrower

or a Restricted Subsidiary, or may grant a security interest in, any Securitization Assets of the Borrower

or any of its Subsidiaries.

“Securitization Fees” shall mean distributions or payments made directly or by means of

discounts with respect to any Securitization Asset or participation interest therein issued or sold in

connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel)

paid to a Person that is not the Borrower or a Restricted Subsidiary in connection with, any Qualified

Securitization Financing or a Receivables Facility.

“Securitization Repurchase Obligation” shall mean any obligation of a seller (or any guaranty

of such obligation) of (i) Receivables Assets under a Receivables Facility to repurchase Receivables

Assets or (ii) Securitization Assets in a Qualified Securitization Financing to repurchase Securitization

Assets, in either case, arising as a result of a breach of a representation, warranty or covenant or

otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to

any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any

failure to take action by or any other event relating to the seller.

“Securitization Subsidiary” shall mean any Subsidiary of the Borrower in each case formed for

the purpose of, and that solely engages in, one or more Qualified Securitization Financings and other

activities reasonably related thereto or another Person formed for the purposes of engaging in a Qualified

Securitization Financing in which the Borrower or any Restricted Subsidiary makes an Investment and to

which the Borrower or such Restricted Subsidiary transfers Securitization Assets and related assets.

“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.

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“Security Documents”shall mean, collectively, the Pledge Agreement, the Security Agreement,

intellectual property security agreements and each other security agreement or other instrument or

document executed and delivered pursuant to Sections 9.10, 9.11,or 9.13or pursuant to any other such

Security Documents to secure the Obligations or to govern the lien priorities of the holders of Liens on

the Collateral.

“Series” shall have the meaning provided in Section 2.14(a).

“Similar Business” shall mean any business conducted by the Borrower and the Restricted

Subsidiaries on the Closing Date or any other activities which are reasonable extensions thereof or

otherwise similar, incidental, corollary, complementary, synergistic, reasonably related, or ancillary to

any of the foregoing (including non-core incidental businesses acquired in connection with any Permitted

Acquisition or Permitted Investment), in each case as determined by the Borrower in good faith.

“SOFR” shall mean the Secured Overnight Financing Rate as administered by the Federal

Reserve Bank of New York (or a successor administrator).

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

“Consolidated EBITDA”.

“Solvent” shall mean, after giving effect to the consummation of the Transactions, (i) the sum of

the liabilities (including contingent liabilities) of the Borrower and its Restricted Subsidiaries, on a

consolidated basis, does not exceed the present fair saleable value of the present assets (on a going

concern basis) of the Borrower and its Restricted Subsidiaries, on a consolidated basis; (ii) the fair value

of the property (on a going concern basis) of the Borrower and its Restricted Subsidiaries, on a

consolidated basis, is greater than the total amount of liabilities (including contingent liabilities) of the

Borrower and its Restricted Subsidiaries, on a consolidated basis; (iii) the capital of the Borrower and its

Restricted Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as

contemplated on the date hereof; and (iv)  the Borrower and its Restricted Subsidiaries, on a consolidated

basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current

obligations beyond their ability to pay such debts as they become due (whether at maturity or otherwise)

in the ordinary course of business.

“Specified Event of Default” means any Event of Default under Section 11.1or 11.5.

“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.

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“Sponsor” shall mean Olympus Growth Fund VIII, L.P and Olympus Growth Fund VIII Parallel,

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

exchange computation is made; providedthat the Administrative Agent may obtain such spot rate from

another financial institution designated by the Administrative Agent if it does not have as of the date of

determination a spot buying rate for any such currency.

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

“Stated Amount” of any Letter of Credit shall mean the maximum amount from time to time

available to be drawn thereunder, determined without regard to whether any conditions to drawing could

then be met; provided, however, that with respect to any Letter of Credit that by its terms or the terms of

any Issuer Document provides for one or more automatic increases in the stated amount thereof, the

Stated Amount shall be deemed to be the maximum stated amount of such Letter of Credit after giving

effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“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.

“Subordinated Indebtedness” shall mean Indebtedness of the Borrower or any other Guarantor

that is by its terms subordinated in right of payment to the obligations the Borrower or 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

Capital Stock of any class or classes having by the terms thereof ordinary voting power to elect a majority

of the directors of such corporation (irrespective of whether or not at the time Capital Stock of any class

or classes of such corporation shall have or might have voting power by reason of the happening of any

contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, or (ii) any

limited liability company, partnership, association, joint venture, or other entity of which such Person

directly or indirectly through Subsidiaries has more than a 50% equity interest at the time.  Unless

otherwise expressly provided, all references herein to a Subsidiary shall mean a Subsidiary of the

Borrower.

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

“Successor Rate” shall have the meaning provided in Section 1.14(b).

“Supported QFC” shall have the meaning provided in Section 13.25.

“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

combination of these transactions; providedthat no phantom stock or similar plan providing for payments

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only on account of services provided by current or former directors, officers, employees or consultants of

the Borrower 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) $40,000,000 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” shall mean, at any time, the aggregate principal amount at such time of all

outstanding Swingline Loans.  The Swingline Exposure of any Revolving Credit Lender at any time shall

equal its Applicable Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” shall mean Bank of America, N.A., in its capacity as lender of Swingline

Loans hereunder or, upon the resignation of Bank of America, N.A. 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 Swingline Lender or (ii) to the extent a successor Agent has been appointed in accordance with

Section 12.9(d), such successor Agent.

“Swingline Loans” shall have the meaning provided in Section 2.1(c).

“Swingline Maturity Date” shall mean, with respect to any Swingline Loan, the Revolving

Credit Maturity Date.

“Taxes” shall mean any and all present or future taxes, duties, levies, imposts, assessments,

deductions, withholdings (including backup withholding), fees or other charges imposed by any

Governmental Authority and any interest, fines, penalties or additions to tax with respect to the foregoing.

“Tax Distributions” shall have the meaning provided in Section 10.5(s).

“Tax Receivable Agreement” shall mean that agreement dated as of September 30, 2026 by and

between, inter alios,  Ultimate Parent and Accelevation Holdings LLC.

“Term Loan Commitment”shall mean, with respect to each Lender, such Lender’s Initial Term

Loan Commitment, New Term Loan Commitment with respect to any Series and, if applicable,

Replacement Facility Commitment with respect to any Series.

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

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

“Term Loan Lender”shall mean, at any time, any Lender that has a Term Loan Commitment, or

an outstanding Term Loan at such time.

“Term Loan Maturity Date”shall mean October 9, 2031 or, if such date is not a Business Day,

the immediately preceding Business Day.

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

“Term Loans”shall mean the Initial Term Loans, any New Term Loans, any applicable

Replacement Facilities, and any Extended Term Loans, collectively.

“Term SOFR” shall mean:

(a)for any Interest Period with respect to a Term SOFR Loan, the rate per annum

equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the

commencement of such Interest Period with a term equivalent to such Interest Period; provided

that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR

means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day

immediately prior thereto; and

(b)for any interest calculation with respect to a Base Rate Loan on any date, the rate

per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days

prior to such date with a term of one month commencing that day; providedthat if the rate is not

published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR

Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto;

providedthat if Term SOFR determined in accordance with either of the foregoing provisions (a)

or (b) of this definition would otherwise be less than the Floor, Term SOFR shall be deemed to be the

Floor for purposes of this Agreement.

“Term SOFR Borrowing” shall mean a Borrowing comprised of Term SOFR Loans.

“Term SOFR Loan” shall mean a Loan that bears interest at a rate based on clause (a) of the

definition of Term SOFR.

“Term SOFR Screen Rate” shall mean the forward-looking SOFR term rate administered by

CME (or any successor administrator satisfactory to the Administrative Agent) and published on the

applicable Reuters screen page (or such other commercially available source providing such quotations as

may be designated by the Administrative Agent from time to time).

“Term SOFR Replacement Date” shall have the meaning provided in Section 1.14(b).

“Test Period” shall mean, for any determination under this Agreement, the four consecutive

fiscal quarters of the Borrower most recently ended on or prior to such date of determination and for

which Section 9.1 Financials shall have been delivered (or were required to be delivered) to the

Administrative Agent including (except for purposes of (i) determining compliance with Section 10.9or

(ii) determining the Applicable Margin or the Commitment Fee Rate), at the election of the Borrower,

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 financial statements shall be as of month end, in

reasonable detail and delivered together with a certificate substantially consistent with those required

under Section 9.1(d)) (or, before the first delivery of Section 9.1 Financials, the most recent Historical

Financials).

“Threshold Amount” shall mean the greater of (x) $27,200,000 and (y) 20% of Consolidated

EBITDA for the most recently ended Test Period.

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“Title Policy” shall have the meaning provided in Section 9.13(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, and (ii) the New Term Loan Commitments, if applicable, of all the Lenders.

“Transaction Expenses”shall mean any fees, costs, premiums or expenses incurred or paid by

Sponsor, any Parent Entity, 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, execution and delivery of this Agreement and the other

Credit Documents, the consummation of the Refinancing and the other transactions contemplated by this

Agreement, including the payment of Transaction Expenses, the initial public offering of Ultimate Parent

and the transactions occurring substantially concurrently with the foregoingor related thereto and the

consummation of any other transactions in connection with the foregoing.

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

“Type” shall mean as to any Loan, its nature as a Base Rate Loan or a Term SOFR Loan.

“UCP” shall mean, with respect to any Letter of Credit, the Uniform Customs and Practice for

Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later

version thereof as may be in effect at the time of issuance).

“UK Financial Institutions” shall mean any BRRD Undertaking under the PRA Rulebook (as

amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any

person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by

the United Kingdom Financial Conduct Authority, which includes certain credit institutions and

investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” shall mean the Bank of England or any other public administrative

authority having responsibility for the resolution of any UK Financial Institution.

“Ultimate Parent” shall mean Accelevation Holdings Corp., a Delaware corporation.

“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

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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 Uniform Commercial Code or any successor

provision thereof as the same may from time to time be in effect in the State of New York or the

Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another

jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

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

“Unrestricted Subsidiary” shall mean (i) any Subsidiary of the Borrower which at the time of

determination is an Unrestricted Subsidiary (as designated by the sole member, or similar governing

body, of the Borrower, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary.

The sole member, or similar governing body, of the Borrower may designate any Subsidiary of

the Borrower (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 or exclusively licenses any Material Intellectual Property or directly or indirectly owns

any Capital Stock or Indebtedness of, or owns or holds any Lien on, any property of, Holdings, the

Borrower or any other Subsidiary of the Borrower (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 the Borrower therein (and no such

designation shall be permitted unless such investment is permitted by Section 10.6) at the date of

designation in an amount equal to the Fair Market Value of the Borrower’s or the Subsidiary’s (as

applicable) investment therein.

The sole member, or similar governing body, of the Borrower 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 the Borrower shall be

notified by the Borrower to the Administrative Agent by promptly delivering to the Administrative Agent

a copy of the board resolution giving effect to such designation and a certificate of an Authorized Officer

of the Borrower certifying that such designation complied with the foregoing provisions.

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

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

“U.S. 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 Financial Markets Association recommends that

the fixed income departments of its members be closed for the entire day for purposes of trading in United

States government securities.

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“U.S. Special Resolution Regime” shall have the meaning provided in Section 13.25.

“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.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or

partial withdrawal from such Multiemployer Plan, as such terms are defined in Title IV of ERISA.

“Withholding Agent” shall mean any Credit Party, the Administrative Agent and, in the case of

any U.S. federal withholding Tax, any other applicable withholding agent.

“Write-Down and Conversion Powers” shall mean, (a) with respect to any EEA Resolution

Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time

under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion

powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,

any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify

or change the form of a liability of any UK Financial Institution or any contract or instrument under

which that liability arises, to convert all or part of that liability into shares, securities or obligations of that

person or any other person, to provide that any such contract or instrument is to have effect as if a right

had been exercised under it or to suspend any obligation in respect of that liability or any of the powers

under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2Other 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 Schedule references are to the Credit Document in which such

reference appears.

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

(e)The term “documents” includes any and all instruments, documents, agreements,

certificates, notices, reports, financial statements and other writings, however evidenced, whether in

physical or electronic form.

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(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)Section headings herein and in the other Credit Documents are included for convenience

of reference only and shall not affect the interpretation of this Agreement or any other Credit Document.

(h)The words “asset” and “property” shall be construed to have the same meaning and effect

and to refer to any and all tangible and intangible assets and properties, including cash, securities,

accounts and contract rights.

(i)All references to “knowledge” or “awareness” of any Credit Party or any Restricted

Subsidiary thereof shall mean the actual knowledge of an Authorized Officer of such Credit Party or such

Restricted Subsidiary.

(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 Capital Stock at such time.

(k)All references to “in the ordinary course of business” of the Borrower or any Subsidiary

thereof means (i) in the ordinary course of business of, or in furtherance of an objective that is in the

ordinary course of business of the Borrower or such Subsidiary, as applicable, (ii) customary and usual in

the industry or industries of the Borrower and its Subsidiaries in the United States or any other

jurisdiction in which the Borrower or any Subsidiary does business, as applicable, or (iii) generally

consistent with the past or current practice of the Borrower or such Subsidiary, as applicable, or any

similarly situated businesses in the United States or any other jurisdiction in which the Borrower or any

Subsidiary does business, as applicable.

1.3Accounting Terms.

(a)Except as expressly provided herein, all accounting terms not specifically or completely

defined herein shall be construed in conformity with, and all financial data (including financial ratios and

other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in

conformityin all material respects 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.

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(c)Subject to paragraph (d) below, where reference is made to “the Borrower and the

Restricted Subsidiaries on a consolidated basis” or similar language, such consolidation shall not include

any Subsidiaries of the Borrower other than Restricted Subsidiaries.

(d)For avoidance of doubt, notwithstanding anything to the contrary contained in paragraph

(c)above or otherwise herein, and notwithstanding any accounting change related to the consolidation of

variable interest entities or other entities that are not majority-owned, Consolidated Net Income and all

terms of an accounting or financial nature that are used in calculating the financial ratios and tests

(including the Consolidated Total Debt to Consolidated EBITDA Ratio, the Consolidated First Lien

Secured Debt to Consolidated EBITDA Ratio, the Consolidated Senior Secured Debt to Consolidated

EBITDA Ratio, the Unsecured Incremental Ratio, the Senior Secured Incremental Ratio, the First Lien

Incremental Ratio and the Consolidated Fixed Charge Coverage Ratio) under this Agreement or any other

Credit Document, shall be made in accordance with the variable interest entity and other consolidation

accounting standards as applied at the Closing Date.  For the avoidance of doubt, Consolidated Net

Income and all terms of accounting or financial nature that are used in calculating the financial ratios and

tests (including the Consolidated Total Debt to Consolidated EBITDA Ratio, the Consolidated First Lien

Secured Debt to Consolidated EBITDA Ratio, the Consolidated Senior Secured Debt to Consolidated

EBITDA Ratio, the Unsecured Incremental Ratio, the Senior Secured Incremental Ratio, the First Lien

Incremental Ratio and the Consolidated Fixed Charge Coverage Ratio), shall include the Borrower and its

Restricted Subsidiaries, irrespective of any reference to “the Borrower,” “Subsidiaries”, “subsidiaries”,

“Restricted Subsidiaries”, “such Person,” “such Person and its subsidiaries” or “such Person and its

Subsidiaries” or any like description or combination of the foregoing.

1.4Rounding.  Any financial ratios required to be maintained by the Borrower pursuant to

this Agreement (or required to be satisfied in order for a specific action to be permitted under this

Agreement) shall be calculated by dividing the appropriate component by the other component, carrying

the result to one place more than the number of places by which such ratio is expressed herein and

rounding the result up or down to the nearest number.

1.5References to Agreements, Laws, Etc.  Unless otherwise expressly provided herein,

(a) references to organizational documents, agreements (including the Credit Documents), and other

Contractual Requirements shall be deemed to include all subsequent amendments, restatements,

amendment and restatements, extensions, supplements, modifications, replacements, refinancings,

renewals, or increases, but only to the extent that such amendments, restatements, amendment and

restatements, extensions, supplements, modifications, replacements, refinancings, renewals, or increases

are 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 Section 2.14, Section 9, Section 10or Section 11or any determination under any other provision of

this Agreement expressly requiring the use of a current exchange rate, all amounts incurred, outstanding,

or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars

at the Spot Rate; provided, however, that for purposes of determining compliance with Section 2.14or

Section 10with 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 Section 1.6shall otherwise apply to such

Sections, including with respect to determining whether any Indebtedness, Lien, or Investment may be

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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 any reference rate referred to herein or with respect to any rate (including, for the

avoidance of doubt, the selection  of such rate and any related spread or other adjustment) that is an

alternative or replacement for or successor to any such rate (including, without limitation, any Successor

Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any

Conforming Changes.  The Administrative Agent and its affiliates or other related entities may engage in

transactions or other activities that affect any reference rate referred to herein, or any alternative,

successor or replacement rate (including, without limitation, any Successor Rate) (or any component of

any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse

to the Borrower.  The Administrative Agent may select information sources or services in its reasonable

discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement

rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in

each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender

or any other person or entity for damages of any kind, including direct or indirect, special, punitive,

incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and

whether at law or in equity), for any error or other action or omission related to or affecting the selection,

determination, or calculation of any rate (or component thereof) provided by any such information source

or service.

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.  All certifications to be made hereunder by an officer or representative of a

Credit Party shall be made by such a Person in his or her capacity solely as an officer or a representative

of such Credit Party, on such Credit Party’s behalf and not in such Person’s individual capacity.

1.11Compliance 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

pursuant to any clause or subsection of Sections 10.1, 10.2, 10.3, 10.4, 10.5, 10.6(other than Section

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 clauses or subsections within the relevant sections as determined by the Borrower in its

sole discretion at such time. In addition, the Borrower 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 the Borrower in its sole discretion at such time, including to

reclassify utilization of any Fixed Amounts as incurred under any Incurrence Based Amounts, including

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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 the

Borrower.

1.12Pro Forma and Other Calculations.

(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, Consolidated Fixed Charge Coverage Ratio, Investments,

acquisitions, dispositions, mergers, consolidations, Subsidiary designation and disposed operations (as

determined in accordance with GAAP) that have been made by the Borrower or any Restricted Subsidiary

during the Test Period or 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”,

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 the Borrower or any Restricted Subsidiary since the

beginning of such period) shall have made any Investment, acquisition, disposition, merger,

consolidation, or disposed operation that would have required adjustment pursuant to this definition, then

the 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

Consolidated Fixed Charge Coverage 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, Consolidated Total Debt to Consolidated EBITDA

Ratio and the Consolidated Fixed Charge Coverage 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 avoidance of doubt, for purposes of calculating any Consolidated First Lien Secured

Debt to Consolidated EBITDA Ratio, Consolidated Senior Secured Debt to Consolidated EBITDA Ratio,

Consolidated Total Debt to Consolidated EBITDA Ratio or Consolidated Fixed Charge Coverage Ratio

required to be satisfied as a condition to the incurrence of any Indebtedness, the proceeds of any

Indebtedness being incurred in reliance on such ratio shall not be netted (but the Borrower may give Pro

Forma Effect to, among other things, the repayment of any 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 the Borrower (and may

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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,

operating enhancements and other synergies (in each case net of amounts actually realized and costs

incurred to achieve the same) are made in compliance with the definition of Pro Forma Adjustment).  If

any Indebtedness bears a floating rate of interest and is being given Pro Forma Effect, the interest on such

Indebtedness shall be calculated as if the rate in effect on the date of determination had been the

applicable rate for the entire period (taking into account for such entire period, any Hedging Obligation

applicable to such Indebtedness with a remaining term of 12 months or longer, and in the case of any

Hedging Obligation applicable to such Indebtedness with a remaining term of less than 12 months, taking

into account such Hedging Obligation to the extent of its remaining term).  Interest on a Capitalized Lease

Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial

or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease

Obligation in accordance with GAAP.  For purposes of making the computation referred to above,

interest on any Indebtedness under a revolving credit facility computed on a Pro Forma Basis shall be

computed based upon the average daily balance of such Indebtedness during the applicable period (or, if

lower, the greater of (i) maximum commitments under such revolving credit facilities as of the date of

determination and (ii) the aggregate principal amount of loans outstanding under such revolving credit

facilities on such date).  Interest on Indebtedness that may optionally be determined at an interest rate

based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be

deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate

chosen as the Borrower may designate.

(c)In connection with any action being taken solely in connection with a Limited Condition

Transaction, for purposes of:

(i)determining compliance with any provision of this Agreement which requires the

calculation of the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio, Consolidated

Senior Secured Debt to Consolidated EBITDA Ratio, Consolidated Total Debt to Consolidated EBITDA

Ratio or Consolidated Fixed Charge Coverage Ratio;

(ii)determining the accuracy of representations and warranties in Section 8and/or

whether a Default or Event of Default shall have occurred and be continuing under Section 11; or

(iii)testing availability under baskets set forth in this Agreement (including baskets

measured as a percentage of Consolidated EBITDA or Consolidated Total Assets);

in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection

with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any

such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such

Limited Condition Transaction are entered into (or, in respect of any transaction 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 (to the 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, the Borrower

could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such

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ratio or basket shall be deemed to have been complied with; provided, that, no Specified Event of Default

shall exist at the time of consummation of such Limited Condition Transaction.  For the avoidance of

doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance

was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio

or basket, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person subject to

such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action,

such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations.  If the

Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any

subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or

Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or

substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other

satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant

LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is

consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is

entered intowithout 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 Section 1.12or 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 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, Consolidated Fixed Charge Coverage Ratio and other financial ratios and

financial calculations (and all definitions (including accounting terms) used in determining any of the

foregoing) and all computations and all definitions (including accounting terms) used in determining

compliance with Section 10.9shall be calculated, in each case, with respect to the Borrower and the

Restricted Subsidiaries on a consolidated basis.

(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 Section 10.1(d), any obligations relating to a lease that was

accounted for by the Borrower 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

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lease and not a Capitalized Lease Obligation for all purposes thereunder; provided, further, that

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 the

Borrower or a 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 (and not, in

each case, incurred or created in contemplation of such Permitted Acquisition) shall be treated 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, Consolidated Fixed Charge

Coverage 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 the Borrower or any of its Subsidiaries pursuant to Section 10.1.

1.14Making or Maintaining Term SOFR Loans.

(a)If in connection with any request for a Term SOFR Loan or a conversion to or

continuation thereof, as applicable, (i) the Administrative Agent determines (which determination shall be

conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with

Section 1.14(b), and the circumstances under clause (i) of Section 1.14(b)or the Scheduled Unavailability

Date has occurred (as applicable) or (B) adequate and reasonable means do not otherwise exist for

determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan

or in connection with an existing or proposed Base Rate Loan or (ii) the Administrative Agent or the

Required Lendersdetermine that for any reason that the Term SOFR for any requested Interest Period

with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such

Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each

Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans  or to

convert Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term

SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding

sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR

component in determining the Base Rate shall be suspended, in each case until the Administrative Agent

(or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 1.14(a),

until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon

receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, conversion to

or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods)

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or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base

Rate Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans shall be deemed to

have been converted to Base Rate Loans at the end of their respective applicable Interest Period.

(b)Notwithstanding anything to the contrary in this Agreement or any other Credit

Documents, if the Administrative Agent determines (which determination shall be conclusive absent

manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of

the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable)

have determined, that:

(i)adequate and reasonable means do not exist for ascertaining one month, three

month and six month interest periods of Term SOFR, including, without limitation, because the Term

SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to

be temporary; or

(ii)CME or any successor administrator of the Term SOFR Screen Rate or a

Governmental Authority having jurisdiction over the Administrative Agent or such administrator with

respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement

identifying a specific date after which one month, three month and six month  interest periods of Term

SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available, or

permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or shall or

will otherwise cease, provided that, at the time of such statement, there is no successor administrator that

is satisfactory to the Administrative Agent, that will continue to provide such  interest periods of Term

SOFR on a representative basis after such specific date (the latest date on which one month, three month

and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative

or available permanently or indefinitely, the “Scheduled Unavailability Date”);

then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR

Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest

payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later

than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Credit

Document with Daily Simple SOFR for any payment period for interest calculated that can be determined

by the Administrative Agent, in each case, without any amendment to, or further action or consent of any

other party to, this Agreement or any other Credit Document (the “Successor Rate”).

If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

Notwithstanding anything to the contrary herein, (i) if the Administrative Agent determines that Daily

Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or

circumstances of the type described in Section 1.14(b)(i)or (ii)have occurred with respect to the

Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend

this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in

accordance with this Section 1.14at the end of any Interest Period, relevant interest payment date or

payment period for interest calculated, as applicable, with an alternative benchmark rate giving due

consideration to any evolving or then existing convention for similar Dollar denominated credit facilities

syndicated and agented in the United States for such alternative benchmark and, in each case, including

any mathematical or other adjustments to such benchmark giving due consideration to any evolving or

then existing convention for similar Dollar denominated credit facilities syndicated and agented in the

United States for such benchmark.  For the avoidance of doubt, any such proposed rate and adjustments,

shall constitute a “Successor Rate”.  Any such amendment shall become effective at 5:00 p.m. on the

fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all

Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have

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delivered to the Administrative Agent written notice that such Required Lenders object to such

amendment.

The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of

the implementation of any Successor Rate.

Any Successor Rate shall be applied in a manner consistent with market practice; providedthat to the

extent such market practice is not administratively feasible for the Administrative Agent, such Successor

Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

Notwithstanding anything else herein, if at any time any Successor Rate as so determined would

otherwise be less than 0.00%, the Successor Rate will be deemed to be 0.00% for the purposes of this

Agreement and the other Credit Documents.

In connection with the implementation of a Successor Rate, 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 amendments implementing such Conforming Changes will become

effective without any further action or consent of any other party to this Agreement; providedthat, with

respect to any such amendment effected, the Administrative Agent shall post each such amendment

implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such

amendment becomes effective.

For purposes of this Section 1.14, those Lenders that either have not made, or do not have an obligation

under this Agreement to make, the relevant Loans in Dollars shall be excluded from any determination of

Required Lenders.

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Section 2.Amount and Terms of Credit.

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”) to the Borrower on the Closing Date, in an amount that does not exceed (A) for

any such Lender, the Initial Term Loan Commitment of such Lender as of the Closing Date and

(B) $250,000,000 in the aggregate. Term Loans (i) may at the option of the Borrower be incurred and

maintained as, and/or converted into, Base Rate Loans or Term SOFR 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 same Type, (ii) may be repaid or prepaid (without

premium or penalty other than as set forth in Section 2.11) in accordance with the provisions hereof, but

once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term

Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Term Loan

Commitment.  On the Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full

in Dollars.

(b)Subject to and upon the terms and conditions herein set forth, each Revolving Credit

Lender severally agrees to make Revolving Credit Loans denominated in 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 Credit Commitment, providedthat such Revolving Credit Loans (A) shall be made at

any time and from time to time on (subject to the proviso at the end of this sentence) 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, Base Rate Loans or Term SOFR 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 other than as set forth in Section 2.11)

and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after

giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit

Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding

such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving

Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds

thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit

Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate

amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at

such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. The

Revolving Credit Loan (exclusive of Letter of Credit usage) will be made available on the Closing Date to

finance the Refinancing, and Transaction Expenses and general corporate purposes, including working

capital needs, in an amount not to exceed $225,000,000 in the aggregate (the “Closing Date Revolving

Borrowings”).

(c)Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its

individual capacity, agrees, in reliance upon the agreements of the other Lenders set forth in this Section

2, 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 Base Rate Loans, (ii) shall have

the benefit of the provisions of this Section 2.1(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

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Swingline Loans held by the Swingline Lender (and if the Swingline Lender is not also a 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; providedthat (x) the Borrower shall not use the proceeds of any Swingline Loan to

refinance any outstanding Swingline Loan, and (y) the Swingline Lender shall not be under any obligation

to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding

absent manifest error) that it has, or by such credit extension may have, Fronting Exposure.  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, the Borrower,

the Administrative Agent or the Required Lenders stating 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 such notices from the party or parties

originally delivering such notice or (y) the waiver of such Default or Event of Default or other conditions

in accordance with the provisions of Section 13.1. Immediately upon the making of a Swingline Loan,

each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,

purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the

product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swingline

Loan.

(d)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, in which case (i) Revolving Credit Loans constituting Base Rate

Loans shall be made (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit

Lender pro rata based on each Revolving Credit Lender’s Applicable Percentage, and the proceeds

thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such

outstanding Swingline Loans.  Such request shall be made in writing (which written request shall be

deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.3,

without regard to the minimum and multiples specified therein for the principal amount of Base Rate

Loans, but subject to the unutilized portion of the Revolving Credit Commitments and the conditions set

forth in Section 7. The Swingline Lender shall furnish the Borrower with a copy of the applicable Loan

Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender

hereby irrevocably agrees to make such Revolving Credit Loans in immediately available funds (and the

Administrative Agent may apply Cash Collateral available with respect to the applicable Swingline Loan)

for the account of the Swingline Lender at the Administrative Agent’s Office for Dollar-denominated

payments not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to the last

sentence of this Section 2.1(d), each Revolving Credit Lender that so makes funds available shall be

deemed to have made a Base Rate Loan to the Borrower in such amount 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.  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 required above (including

as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower

or the failure to satisfy the conditions set forth in Section 7), the request for Base Rate Loans submitted by

the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that

each of the Revolving Credit Lenders fund its risk participation in the relevant Swingline Loan and each

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Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swingline Lender

pursuant to this Section 2.1(d)shall be deemed payment in respect of such participation.

(e)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

Funds 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.

(f)Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to

purchase and fund risk participations in Swingline Loans pursuant to this Section 2.01(c)through (e)shall

be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff,

counterclaim, recoupment, defense or other right which such Lender may have against the Swingline

Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance

of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the

foregoing. No such funding of risk participations shall relieve or otherwise impair the obligation of the

Borrower to repay Swingline Loans, together with interest as provided herein. At any time after any

Revolving Credit Lender has purchased and funded a risk participation in a Swingline Loan, if the

Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will

distribute to such Revolving Credit Lender its Applicable Percentage thereof in the same funds as those

received by the Swingline Lender. If any payment received by the Swingline Lender in respect of

principal or interest on any Swingline Loan is required to be returned by the Swingline Lender under any

of the circumstances described in Section 13.20(including pursuant to any settlement entered into by the

Swingline Lender in its discretion), each Revolving Credit Lender shall pay to the Swingline Lender its

Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date

of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.

The Administrative Agent will make such demand upon the request of the Swingline Lender. The

obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the

termination of this Agreement.

(g)The Swingline Lender shall be responsible for invoicing the Borrower for interest on the

Swingline Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation

pursuant to this Section 2.1to refinance such Revolving Credit Lender’s Applicable Percentage of any

Swingline Loan, interest in respect of such Applicable Percentage shall be solely for the account of the

Swingline Lender.

(h)The Borrower shall make all payments of principal and interest in respect of the

Swingline Loans directly to the Swingline Lender.

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

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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 $100,000 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 the 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 after giving effect to all Borrowings, all conversions of Loans from

one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten

(10) Interest Periods in effect (unless otherwise agreed by the Administrative Agent).

2.3Loan Notice.

(a)Whenever the Borrower desires to incur Loans (other than Swingline Loans) hereunder,

the Borrower shall give the Administrative Agent at the Administrative Agent’s Office irrevocable notice

of each Borrowing. Each such notice (a “Loan Notice” substantially in the form of Exhibit J or such other

form as approved by the Administrative Agent (including any form on an electronic platform or electronic

transmission system as shall be approved by the Administrative Agent)) must be received by the

Administrative Agent no later than (i) in the case of a Borrowing of Base Rate Loans, prior to 11:00 a.m.

(New York City time) on the requested funding date and (ii) in the case of a Borrowing of Term SOFR

Loans, prior to 11:00 a.m. (New York City time) at least two (2) Business Days’ prior to the requested

funding date (or, the case of a Borrowing of Initial Term Loans to be made on the Closing Date, one

Business Day). Such Loan Notice shall specify (A) the applicable Credit Facility and whether the

Borrower is requesting a Borrowing, (B) the aggregate principal amount of the Loans to be made, (C) the

date of the Borrowing (which, in the case of a Borrowing of Initial Term Loans, shall be the Closing

Date) and (D) whether the Term Loans shall consist of Base Rate Loans and/or Term SOFR Loans and, if

the Term Loans are to include Term SOFR 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 Base Rate Borrowing.  If no Interest Period with respect to any Borrowing of Term SOFR

Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest

Period of one month’s duration.  The Administrative Agent shall promptly advise the applicable Lenders

of any notice given pursuant to this Section 2.3(a)(and the contents thereof), and of each Lender’s pro

rata share of the requested Borrowing.

(b)Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall

give the Swingline Lender written notice in the form of Exhibit K(or such other form as approved by the

Administrative Agent (including any form on an electronic platform or electronic transmission system as

shall be approved by the Administrative Agent)) with a copy to the Administrative Agent of each

Borrowing of Swingline Loans prior to 1:00 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).

(c)Mandatory Borrowings shall be made upon the notice specified in Section 2.1(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.

(d)Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in

Section 3.4(a).

(e)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 a Loan Notice without liability upon the basis of a telephonic notice from the

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Borrower; providedthat any telephonic notice must be confirmed immediately by delivery to the

Administrative Agent of a Loan Notice.

2.4Disbursement of Funds.

(a)No later than 1:00 p.m. (New York City time) on the date specified in each Loan Notice

(including Mandatory Borrowings but not any Borrowing of Swingline Loans), each Lender shall make

available its pro rataportion, 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 available to the

Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.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, either by (i) crediting the

account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire

transfer of such funds, in each case in accordance with instructions provided to (and reasonably

acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Loan

Notice with respect to a Borrowing of Revolving Credit Loans is given by the Borrower, there are Unpaid

Drawings, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such

Unpaid Drawings, and second, shall be made available to the Borrower as provided above.

(c)Unless the Administrative Agent shall have been notified by any Lender prior to the

proposed date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate

Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender does not intend to make

available to the Administrative Agent its portion of such Borrowing or Borrowings, the Administrative

Agent may assume that such Lender has made such amount available to the Administrative Agent on such

date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole

discretion and without any obligation to do so) make available to the Borrower a corresponding amount.

If such corresponding amount is not in fact made available to the Administrative Agent by such Lender

and the Administrative Agent has made available such amount to the Borrower, the Administrative Agent,

then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith

on demand such corresponding amount in immediately available funds with interest thereon, for each day

from and including the date such amount is made available to the Borrower to but excluding the date of

payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the

greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with

banking industry rules on interbank compensation, plusany administrative, processing or similar fees

customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of

a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower

and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping

period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by

the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the

Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such

Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have

against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of the

Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause

(c)shall be conclusive, absent manifest error.

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(d)Nothing in this Section 2.4shall 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).

(e)If any Lender makes available to the Administrative Agent funds for any Loan to be

made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not

made available to the Borrower by the Administrative Agent because any applicable condition set forth in

Section 7are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall

return such funds (in like funds as received from such Lender) to such Lender, without interest.

(f)The obligations of the Lenders hereunder to make Loans, to fund participations in Letters

of Credit and Swingline Loans and to make payments pursuant to Section 12.7are several and not joint.

The failure of any Lender to make any Loan, to fund any such participation or to make any payment

under Section 12.7on any date required hereunder shall not relieve any other Lender of its corresponding

obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to

so make its Loan, to purchase its participation or to make its payment under Section 12.7.

(g)Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan

in any particular place or manner or to constitute a representation by any Lender that it has obtained or

will obtain the funds for any Loan in any particular place or manner.

(h)If at any time insufficient funds are received by and available to the Administrative Agent

to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds

shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the

parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and

(ii) second, toward payment of principal and Unpaid Drawings then due hereunder, ratably among the

parties entitled thereto in accordance with the amounts of principal and Unpaid Drawings then due to such

parties.

(i)Notwithstanding anything to the contrary in this Agreement, any Lender may exchange,

continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan

modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless

settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

2.5Repayment of Loans; Evidence of Debt.

(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 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

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 earlier of (x) the date ten (10)

Business Days after such Swingline Loan is made and (y) the Swingline Maturity Date, the then

outstanding Swingline Loans.

(b)The Borrower shall repay to the Administrative Agent, (A) for the benefit of the Initial

Term Loan Lenders, on the last Business Day of each of March, June, September and December,

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commencing with the fiscal quarter ending on March 31, 2027 (each such date, an “Initial Term Loan

Repayment Date”),a principal amount of Term Loans equal $3,125,000.00 (as such amount may be

reduced from time to time by any mandatory or voluntary prepayments applied thereto) and (B) on the

Term Loan Maturity Date, any remaining outstanding amount of Initial Term Loans (the repayment

amounts in clauses (A) a “Term Loan Repayment Amount”); providedthat (i) if any Term Loan

Repayment Amount (other than principal repayment installments on Term SOFR Loans) shall come due

on a day other than a Business Day, such principal repayment installment shall be due on the next

succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as

the case may be and (ii) if any Term Loan Repayment Amount on a Term SOFR Loan shall come due on

a day other than a Business Day, such principal repayment installment shall be extended to the next

succeeding Business Day unless the result of such extension would be to extend such Term Loan

Repayment Amount into another calendar month, in which event such principal repayment installment

shall be due on the immediately preceding Business Day.

(c)[Reserved].

(d)In the event that any New Term Loans are made, such New Term Loans shall, subject to

Section 2.14(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 Section 2.14(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 Section 2.14(g), be repaid by the Borrower in the amounts

(each such amount with respect to any Extended Repayment Date, an “ExtendedTerm Loan

Repayment Amount”) and on the dates (each, an “Extended Repayment Date”) set forth in the

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.

(f)The Administrative Agent shall maintain the Register pursuant to Section 13.6(b), in

which Register shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is an

Initial Term Loan, New Term Loan, Revolving Credit Loan, New 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 maintained pursuant to clauses (e)and (f)

of this Section 2.5shall be conclusive absent manifest error of the amount of the credit extensions made

by the Lenders to the Borrower and the interest and payments thereon; provided, however, that, in the

event of any inconsistency between the Register and any such account of a Lender, the Register shall

govern; provided, further, that the failure of any Lender or the Administrative Agent or Swingline Lender

to maintain such account or Register, 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.

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(h)The Borrower hereby agrees that, upon request of any Lender at any time and from time

to time, the Borrower shall provide to such Lender, at the Borrower’s own expense, a promissory note (a

“Promissory Note”), substantially in the form of Exhibit G-1, evidencing the Loans owing to such

Lender in addition to such accounts or records. Each Lender may attach schedules to its Promissory Note

and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with

respect thereto.

(i)In addition to the accounts and records referred to above, each Lender and the

Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing

the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the

event of any conflict between the accounts and records maintained by the Administrative Agent and the

accounts and records of any Lender in respect of such matters, the accounts and records of the

Administrative Agent shall control in the absence of manifest error.

2.6Conversions and Continuations.

(a)Subject to the immediately succeeding sentence in this clause (a), (x) the Borrower shall

have the option on any Business Day to convert all or a portion at least equal to the Minimum Borrowing

Amount for 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 Term

SOFR Loans as Term SOFR Loans for an additional Interest Period; providedthat (i) no partial

conversion of Term SOFR Loans shall reduce the outstanding principal amount of Term SOFR Loans

made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (ii) Base Rate Loans

may not be converted into Term SOFR Loans if an Event of Default is in existence on the date of the

conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole

discretion not to permit such conversion, (iii) Term SOFR Loans may not be continued as Term SOFR

Loans for an additional Interest Period if an Event of Default is in existence on the date of the proposed

continuation and the Administrative Agent has or the Required Lenders have determined in its or their

sole discretion not to permit such continuation, and (iv) Borrowings resulting from conversions pursuant

to this Section 2.6shall be limited in number as provided in Section 2.2.  Each such conversion or

continuation shall be effected by the Borrower by giving the Administrative Agent prior written notice in

the form of a Loan Notice at the Administrative Agent’s Office prior to (i) 11:00 a.m. (New York City

time) at least two (2) Business Days prior, in the case of a continuation of or conversion to Term SOFR

Loans, or (ii) 11:00 a.m. (New York City time) on the proposed Business Day of a conversion into Base

Rate Loans 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 Term SOFR Loans, the Interest

Period to be initially applicable thereto.  If no Interest Period is specified in any such Loan Notice with

respect to any conversion to or continuation as a Term SOFR Loan, the Borrower shall be deemed to have

elected 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)Except as otherwise provided herein, a Term SOFR Loan may be continued or converted

only on the last day of an Interest Period for such Term SOFR Loan. If any Event of Default is in

existence at the time of any proposed continuation of any Term SOFR 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 Term SOFR Loans shall be automatically converted on the last day of

the current Interest Period into Base Rate Loans.  If upon the expiration of any Interest Period in respect

of Term SOFR 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 Term

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SOFR Loans into a Borrowing of Base Rate 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 rataon the basis of their then-applicable Initial 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 Applicable Percentages.  Each Borrowing of New Term Loans under

this Agreement shall be made by the Lenders pro rataon 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 Base Rate Loan shall bear interest from the date of

the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annumthat shall

at all times be the Applicable Margin for Base Rate Loans plusthe Base Rate, in each case, in effect from

time to time.

(b)The unpaid principal amount of each Term SOFR 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 Term SOFR Loans plusTerm SOFR for the applicable

Interest Period.

(c)To the extent that any calculation of interest or any fee required to be paid under this

Agreement shall be based on (or result in) a calculation that is less than 0.00%, such calculation shall be

deemed 0.00% for purposes of this Agreement. Notwithstanding anything to the contrary in the foregoing

clauses (a)and (b), if a Specified Event of Default has occurred and is continuing 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 case of overdue

principal, the rate that would otherwise be applicable thereto plus2.00% per annum or (y) in the case of

any other overdue amount, including overdue interest, to the extent permitted by applicable law, the rate

described in Section 2.8(a)for the applicable Class plus2.00% per annum from the date of such non-

payment to the date on which such amount is paid in full.

(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.  Interest on each Loan shall

be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as

may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof

before and after judgment, and before and after the commencement of any proceeding under any

proceeding under any bankruptcy or insolvency law.

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

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(f)The Administrative Agent, upon determining the interest rate for any Borrowing of Term

SOFR Loans, shall promptly notify the Borrower and the relevant Lenders thereof.  Each such

determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.

(g)With respect to SOFR or Term SOFR, the Administrative Agent, in consultation with the

Borrower, 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 amendments implementing such

Conforming Changes will become effective without any further action or consent of any other party to

this Agreement or any other Credit Document; providedthat, with respect to any such amendment

effected, the Administrative Agent shall post each such amendment implementing such Conforming

Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

2.9Interest Periods.  At the time the Borrower gives a Loan Notice in respect of the making

of, or conversion into or continuation as, a Borrowing of Term SOFR Loans, the Borrower shall give the

Administrative Agent written notice of the Interest Period applicable to such Borrowing, which Interest

Period shall be (i) determined in accordance with the definition thereof or (ii) a shortened Interest Period

acceptable to the Administrative Agent as necessary to synchronize the Interest Periods of the Loan.

2.10Increased Costs, Illegality, Etc.

(a)If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory

loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or

credit extended or participated in by, any Lender or the Letter of Credit Issuer;

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes

described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income

Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits,

reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or the Letter of Credit Issuer any other condition, cost or

expense affecting this Agreement or Term SOFR Loans made by such Lender or any Letter of Credit or

participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting

to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) the

interest on which is determined by reference to Term SOFR, or to increase the cost (in any material

respect) to such Lender or the Letter of Credit Issuer of participating in, issuing or maintaining any Letter

of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce

the amount (in any material respect) of any sum received or receivable by such Lender or the Letter of

Credit Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen (15)

Business Days after written request of such Lender or the Letter of Credit Issuer, the Borrower will pay to

such Lender or the Letter of Credit Issuer, as the case may be, such additional amount or amounts as will

compensate such Lender or the Letter of Credit Issuer, as the case may be, for such additional costs

incurred or reduction suffered.

(b)If any Lender or the Letter of Credit Issuer determines that any Change in Law affecting

such Lender or the Letter of Credit Issuer or any Lending Office of such Lender or such Lender’s or the

Letter of Credit Issuer’s holding company, if any, regarding capital or liquidity requirements has or would

have the effect of reducing the rate of return on such Lender’s or the Letter of Credit Issuer’s capital or on

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the capital of such Lender’s or the Letter of Credit Issuer’s holding company, if any, as a consequence of

this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of

Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Letter of Credit

Issuer, to a level below that which such Lender or the Letter of Credit Issuer or such Lender’s or the

Letter of Credit Issuer’s holding company could have achieved but for such Change in Law (taking into

consideration such Lender’s or the Letter of Credit Issuer’s policies and the policies of such Lender’s or

the Letter of Credit Issuer’s holding company with respect to capital adequacy), then from time to time

the Borrower will pay to such Lender or the Letter of Credit Issuer, as the case may be, such additional

amount or amounts as will compensate such Lender or the Letter of Credit Issuer or such Lender’s or the

Letter of Credit Issuer’s holding company for any such reduction suffered.

(c)A certificate of a Lender or the Letter of Credit Issuer setting forth the amount or

amounts necessary to compensate such Lender or the Letter of Credit Issuer or its holding company, as

the case may be, as specified in clause (a) or (b) of this Section 2.10and delivered to the Borrower shall

be conclusive absent manifest error. The Borrower shall pay such Lender or the Letter of Credit Issuer, as

the case may be, the amount shown as due on any such certificate within ten (10) days after receipt

thereof.

(d)Failure or delay on the part of the Administrative Agent, any such Lender or the Letter of

Credit Issuer to demand compensation pursuant to this Section 2.10shall not constitute a waiver of  such

Person’s right to demand such compensation; providedthat the Credit Parties shall not be required to

compensate the Administrative Agent or such Lender pursuant to the foregoing provisions of this Section

2.10for any increased costs incurred or reductions suffered more than nine (9) months prior to the date

that the Administrative Agent, the Letter of Credit Issuer 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, the Letter of

Credit Issuer’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).

(e)If any Lender determines that any Law has made it unlawful, or that any Governmental

Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund

or charge interest with respect to any credit extension, or to determine or charge interest rates based upon

SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (through the

Administrative Agent), (i) any obligation of such Lender to make or continue Term SOFR Loans  or to

convert Base Rate Loans to Term SOFR Loans shall be suspended, and (ii) if such notice asserts the

illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined

by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans

of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent

without reference to the Term SOFR component of the Base Rate, in each case until such Lender notifies

the Administrative Agent and the Borrower that the circumstances giving rise to such determination no

longer exist. Upon receipt of such notice, (A) the Borrower shall, upon demand from such Lender (with a

copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans of such Lender

to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid

such illegality, be determined by the Administrative Agent without reference to the Term SOFR

component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may

lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such Lender may

not lawfully continue to maintain such Term SOFR Loans and (B) if such notice asserts the illegality of

such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall

during the period of such suspension compute the Base Rate applicable to such Lender without reference

to the Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender

that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR. Upon

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any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so

prepaid or converted, together with any additional amounts required pursuant to Section 2.11.

2.11Compensation.  If (a) any payment of principal of any Term SOFR 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 Term

SOFR Loan as a result of a payment or conversion pursuant to Sections 2.5, 2.6, 2.10, 5.1, 5.2or 13.7, as

a result of acceleration of the maturity of the Loans pursuant to Section 11or for any other reason, (b) any

Borrowing of Term SOFR Loans is not made as a result of a withdrawn Loan Notice or a failure to satisfy

borrowing conditions, (c) any Base Rate Loan is not converted into a Term SOFR Loan as a result of a

withdrawn Loan Notice, (d) any Term SOFR Loan is not continued as a Term SOFR Loan, as the case

may be, as a result of a withdrawn Loan Notice or (e) any prepayment of principal of any Term SOFR

Loan is not made as a result of a withdrawn notice of prepayment pursuant to Sections 5.1or 5.2, the

Borrower shall, after receipt of a written request by such Lender (which request shall set forth in

reasonable detail the basis for requesting such amount), promptly pay to the Administrative Agent for the

account of such Lender any amounts required to compensate such Lender for any additional losses, costs

or expenses that such Lender may reasonably incur as a result of such payment, failure to convert, failure

to continue or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits)

actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any

Lender to fund or maintain such Term SOFR Loan.  A certificate of a Lender setting forth the amount or

amounts necessary to compensate such Lender as specified in this Section 2.11and 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 and the Letter of Credit Issuer agrees that, upon

the occurrence of any event giving rise to the operation of Sections 2.10(a), 2.10(b), 2.10(e)or 5.4with

respect to such Lender or the Letter of Credit Issuer, it will, if requested by the Borrower, use reasonable

efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its

rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such

Lender or the Letter of Credit Issuer, such designation or assignment (i) would eliminate or reduce

amounts payable pursuant to Sections 2.10(a), 2.10(b), 2.10(e)or 5.4, as the case may be, and (ii) in each

case, would not subject such Lender or the Letter of Credit Issuer, as the case may be, to any

unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Letter of

Credit Issuer, as the case may be. The Borrower hereby agrees to payall reasonable costs and expenses

incurred by any Lender or the Letter of Credit Issuer in connection with any such designation or

assignment.

2.13Notice of Certain Costs.  Notwithstanding anything in this Agreement to the contrary, to

the extent any notice required by Sections 2.11or 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 Sections 2.11or 5.4, as the case may be, for any

such amounts incurred or accruing prior to the 121st day prior to the giving of such notice to the

Borrower.

2.14Incremental Facilities.

(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”) and (y) increases in Revolving Credit

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Commitments of any Class (the “New Revolving Credit Commitments” and such New Revolving

Credit Commitments, the “Incremental Revolving Credit Commitments”; the Incremental Revolving

Credit Commitments, together with the New Term Loan 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).

The Borrower may approach any Lender or any Eligible Assignee to provide all or a portion of the New

Loan Commitments, 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 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 Specified Event of Default 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)after giving effect to the incurrence of any such Incremental

Facility (assuming the full amount thereof is drawn) and after giving effect to any acquisition

consummated in connection therewith and all other permitted pro forma adjustments (but excluding the

cash proceeds of any Incremental Facilities), the Borrower shall be in Pro Forma Compliance with the

Financial Covenants; providedthat, to the extent the proceeds of an Incremental Facility will be used to

finance a Limited Condition Transaction, such Financial Covenants may (at the election of the Borrower)

all be tested as of LCT Test Date, (iii) 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 Section 5.4(e), and (iv) the Borrower shall make any payments required pursuant

to Section 2.11in connection with the New Loan Commitments, as applicable.  No Lender shall have any

obligation to provide any Commitments pursuant to this Section 2.14(a).  Any New 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.

(b)On any Increased Amount Date on which Incremental Revolving Credit Commitments

are effected, each of the Lenders with Revolving 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 be necessary in order that, after giving effect to all

such assignments and purchases, the Revolving Credit Loans of such Class will be held by existing

Revolving Credit Lenders and 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 (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 collectively, the “Incremental

Revolving Credit Loans”) shall be deemed, for all purposes, a Revolving Credit Loan and (ii) each New

Revolving Loan Lender shall become a Lender with respect to its Incremental Revolving Credit

Commitment (the “Incremental Revolving Loan Lenders”) and all matters relating thereto; provided

that the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer shall have consented

(not to be unreasonably withheld, conditioned, denied or delayed) to such New Incremental Revolving

Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if

any, would be required under Section 13.6(b)for an assignment of Revolving Loans or Revolving Credit

Commitments, as applicable, to such New Revolving Loan Lender.

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(c)New Term Loan Commitments of any Series are effective subject to the satisfaction or

waiver of the foregoing and following terms and conditions: (i) each Lender with a New Term Loan

Commitment (each, a “NewTerm Loan Lender”) of any Series shall make a Loan to the Borrower (a

“NewTerm Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental

Loans”; the Incremental Loans, together with the New Loan Commitments, the “Incremental

Facilities”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New

Term Loan Lender of any Series 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.

(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 other than underwriting, arrangement, structuring, ticking and upfront fees and/or

original issue discount and pursuant to the exact same documentation applicable to the Initial Term Loans

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 average life to

maturity of the then existing Initial Term Loans; (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; (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 (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 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 (v) any Additional Term Loans shall (A) (x) rank pari passu in right of

payment with the Obligations and (y) be secured on a pari passu basis with, and by the same Collateral as,

the Obligations, (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 to the Class of Commitments and related Revolving Loans

subject to increase by such New Revolving Credit Commitments and New Revolving Credit Loans;

provided, that underwriting, arrangement, structuring, ticking, upfront or similar fees, and other fees

payable in connection therewith that may be 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 class of

Commitments and related Revolving Loans.

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(f)Each Joinder Agreement may, without the consent of any other Lenders, effect technical

and corresponding amendments to this Agreement and the other Credit Documents as may be necessary

or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provision of this

Section 2.14.

(g)(i) The Borrower may at any time, and from time to time, request that all or a

portion of the Term Loans of any Class (an “Existing Term Loan Class”) be converted to extend the

scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal

amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term

Loans”) and to provide for other terms consistent with this Section 2.14(g).  In order to establish any

Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall

provide a copy of such notice to each of the Lenders of the applicable Existing Term LoanClass which

such request shall be offered equally to all such Lenders) (a “Term Loan Extension Request”) setting

forth the proposed terms of the Extended Term Loans to be established, which shall not be materially

more restrictive to the Credit Parties (as determined in good faith by the Borrower), when taken as a

whole, than the terms of the Term Loans of the Existing Term Loan Class unless (x) the Lenders of the

Term Loans of such applicable Existing Term Loan Class receive the benefit of such more restrictive

terms or (y) any such provisions apply after the Term Loan Maturity Date (a “Permitted Other

Provision”); provided, however, that (x) the scheduled final maturity date shall be extended (other than

with respect to customary bridge loans) and all or any of the scheduled amortization payments of

principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of

principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a

corresponding adjustment to the scheduled amortization payments reflected in Section 2.5or in the

Joinder Agreement, as the case may be, with respect to the Existing Term Loan Class from which such

Extended Term Loans were converted, in each case as more particularly set forth in paragraph (iv) of this

Section 2.14(g)below), (y) (A) pricing, fees, optional prepayment or redemption terms shall be

determined in good faith by the Borrower and 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 anything to the contrary in this Section 2.14or 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 to agree to have any of its Term Loans of

any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request.

Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from

the Existing Term Loan Class from which they were converted.

(ii)The Borrower may at any time and from time to time request that all or a portion

of the Revolving Credit Commitments of any Class, any Extended Revolving Credit Commitments and/or

any Incremental Revolving Credit Commitments, each existing at the time of such request (each, an

“Existing Revolving Credit Commitment” and any related revolving credit loans thereunder, “Existing

Revolving Credit Loans”; each Existing Revolving Credit Commitment and related Existing Revolving

Credit Loans together being referred to as an “Existing Revolving Credit Class”) be converted to extend

the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect

to all or a portion of any principal amount of Loans related to such Existing Revolving Credit

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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

either, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the

time of incurrence or issuance (as determined in good faith by the Borrower) or (B) if not consistent with

the terms of the applicable Existing Term Loan Class, shall either, at the option of the Borrower, (A)

reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as

determined in good faith by the Borrower) or (B) if not consistent with the terms of the applicable

Existing Term Loan Class, 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, notwithstanding anything to the contrary in this Section 2.14(g)or otherwise,

(1) the borrowing and repayment (other than in connection with a permanent repayment and termination

of commitments) of Loans with respect to any Original Revolving Credit Commitments shall be made on

a pro rata basis with all other Original Revolving Credit Commitments and (2) assignments and

participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be

governed by the same assignment and participation provisions applicable to Revolving Credit

Commitments and the Revolving Credit Loans related to such Commitments set forth in Section 13.6.  No

Lender shall have any obligation to agree to have any of its Revolving Credit Loans or Revolving Credit

Commitments of any Existing Revolving Credit Class converted into Extended Revolving Credit Loans

or Extended Revolving Credit Commitments pursuant to any Extension Request.  Any Extended

Revolving Credit Commitments of any Extension Series shall constitute a separate Class of revolving

credit commitments from the Specified Existing Revolving Credit Commitments and from any other

Existing Revolving Credit Commitments (together with any other Extended Revolving Credit

Commitments so established on such date).

(iii)Any Lender (an “Extending Lender”) wishing to have all or a portion of its

Term Loans, Revolving Credit Commitments, Incremental Revolving Credit Commitment or Extended

Revolving Credit Commitment of the Existing Class or Existing Classes subject to such Extension

Request converted into Extended Term Loans or Extended Revolving Credit Commitments, as applicable,

shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such

Extension Request of the amount of its Term Loans, Revolving Credit Commitments, Incremental

Revolving Credit Commitment or Extended Revolving Credit Commitment of the Existing Class or

Existing Classes subject to such Extension Request that it has elected to convert into Extended Term

Loans or Extended Revolving Credit Commitments, as applicable.  In the event that the aggregate amount

of Term Loans, Revolving Credit Commitments, Incremental Revolving Credit Commitment or Extended

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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 Swingline Loans

under Section 2.1 and Letters of Credit under Section 3, except that the applicable Extension Amendment

may provide that the Swingline Maturity Date and/or the L/C Facility Maturity Date may be extended and

the related obligations tomake Swingline Loans and issue Letters of Credit may be continued so long as

Swingline Lender and/or the Letter of Credit Issuer, 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

Section 2.14(g)(iv)and, notwithstanding anything to the contrary set forth in Section 13.1, shall not

require the consent of any Lender other than the Extending Lenders with respect to the Extended Term

Loans or Extended Revolving Credit Commitments, as applicable, established thereby) executed by the

Credit Parties, the Administrative Agent and the Extending Lenders.  No Extension Amendment shall

provide for any tranche of Extended Term Loans or Extended Revolving Credit Commitments in an

aggregate principal amount that is less than $5,000,000.  In addition to any terms and changes required or

permitted by Section 2.14(g)(i)or 2.14(g)(ii), each Extension Amendment (x) shall amend the scheduled

amortization payments pursuant to Section 2.5or 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

Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a

result thereof) and (y) may, but shall not be required to, impose additional requirements (not inconsistent

with the provisions of this Agreement in effect at such time) with respect to the final maturity and

weighted average life to maturity of New Term Loans incurred following the date of such Extension

Amendment.  Notwithstanding anything to the contrary in this Section 2.14(g)and without limiting the

generality or applicability of Section 13.1to any Section 2.14 Additional Amendments, any Extension

Amendment may provide for additional terms and/or additional amendments other than those referred to

or contemplated above (any such additional amendment, a “Section 2.14 Additional Amendment”) to

this Agreement and the other Credit Documents; providedthat such Section 2.14 Additional Amendments

are within the requirements of Section 2.14(g)(i)and do not become effective prior to the time that such

Section 2.14 Additional Amendments have been consented to (including, without limitation, pursuant to

(1) consents applicable to holders of New Term Loans or Extended Revolving Credit Commitments

provided for in any Joinder Agreement and (2) consents applicable to holders of any Extended Term

Loans or Extended Revolving Credit Commitments provided for in any Extension Amendment) by such

of the Lenders, Credit Parties and other parties (if any) as may be required in order for such Section 2.14

Additional Amendments to become effective in accordance with Section 13.1. Notwithstanding anything

in this Section 2.14(g)to the contrary, no Extended Term Loan or Extended Revolving Credit Loans shall

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be incurred or guaranteed by any Person that is not a Credit Party or secured by any property that is not

Collateral.

(v)Notwithstanding anything to the contrary contained in this Agreement, (A) on

any date on which any Existing Class is converted to extend the related scheduled maturity date(s) in

accordance with clauses (i)and/or (ii)above (an “Extension Date”), (I) in the case of the existing Term

Loans of each Extending Lender, the aggregate principal amount of such existing Term Loans shall be

deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so

converted by such Lender on such date, and the Extended Term Loans shall be established as a separate

Class of Term Loans (together with any other Extended Term Loans so established on such date), and (II)

in the case of the Specified Existing Revolving Credit Commitments of each Extending Lender, the

aggregate principal amount of such Specified Existing Revolving Credit Commitments shall be deemed

reduced by an amount equal to the aggregate principal amount of Extended Revolving Credit

Commitments so converted by such Lender on such date, and such Extended Revolving Credit

Commitments shall be established as a separate Class of revolving credit commitments from the Specified

Existing Revolving Credit Commitments and from any other Existing Revolving Credit Commitments

(together with any other Extended Revolving Credit Commitments so established on such date) and (B) if,

on any Extension Date, any Loans of any Extending Lender are outstanding under the applicable

Specified Existing Revolving Credit Commitments, such Loans (and any related participations) shall be

deemed to be allocated as Extended Revolving Credit Loans (and related participations) and Existing

Revolving Credit Loans (and related participations) in the same proportion as such Extending Lender’s

Specified Existing Revolving Credit Commitments to Extended Revolving Credit Commitments.

(vi)The Administrative Agent and the Lenders hereby consent to the consummation

of the transactions contemplated by this Section 2.14(including, for the avoidance of doubt, payment of

any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit

Commitments on such terms as may be set forth in the relevant Extension Amendment) and hereby waive

the requirements of any provision of this Agreement (including, without limitation, any pro rata payment

or amendment section) or any other Credit Document that may otherwise prohibit or restrict any such

extension or any other transaction contemplated by this Section 2.14.

2.15Permitted Debt Exchanges.

(a)Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or

more offers (each, a “Permitted Debt Exchange Offer”) made from time to time by the Borrower 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,” andeach such exchange a “Permitted Debt Exchange”), so long as

the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing at the

time the final offering document in respect of a Permitted Debt Exchange Offer is delivered to the

relevant Lenders, (ii) the aggregate principal amount (calculated on the face amount thereof) of Term

Loans exchanged shall equal no more than the aggregate principal amount (calculated on the face amount

thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans; 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

principal amount (calculated on the face amount thereof) of all Term Loans exchanged under each

applicable Class by the Borrower pursuant to any Permitted Debt Exchange shall automatically be

cancelled and retired by the Borrower on the date of the settlement thereof (and, if requested by the

Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative

Agent an Assignment and Acceptance, or such other form as may be reasonably requested by the

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Administrative Agent, in respect thereof pursuant to which the respective Lender assigns its interest in the

Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrower for immediate

cancellation), (iv) if the aggregate principal amount of all Term Loans of a given Class (calculated on the

face amount thereof) tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with

no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal

amount thereof of the applicable Class actually held by it) shall exceed the maximum aggregate principal

amount of Term Loans of such Class offered to be exchanged by the Borrower pursuant to such Permitted

Debt Exchange Offer, then the Borrower shall exchange Term Loans subject to such Permitted Debt

Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the respective

principal amounts so tendered, (v) all documentation in respect of such Permitted Debt Exchange shall be

consistent with the foregoing, and all written communications generally directed to the Lenders in

connection therewith shall be in form and substance consistent with the foregoing and made in

consultation with the Borrower and the Auction Agent, and (vi) any applicable Minimum Tender

Condition shall be satisfied.

(b)With respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this

Section 2.15, (i) such Permitted Debt Exchanges (and the cancellation of the exchanged Term Loans in

connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes

of Section 5.1or 5.2, and (ii) such Permitted Debt Exchange Offer shall be made for not less than

$10,000,000 (or such lesser amount as the Administrative Agent may approve) in aggregate principal

amount of Term Loans; providedthat, subject to the foregoing clause (ii), the Borrower may at its

election specify as a condition (a “Minimum Tender Condition”) to consummating any such Permitted

Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted Debt

Exchange Offer in the Borrower’s discretion) of Term Loans of any or all applicable Classes be tendered.

(c)In connection with each Permitted Debt Exchange, the Borrower and the Auction Agent

shall mutually agree to such procedures as may be necessary or advisable to accomplish the purposes of

this Section 2.15and without conflict with Section 2.15(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

with any Permitted Debt Exchange and (y) each Lender shall be solely responsible for its compliance with

any applicable “insider trading” laws and regulations to which such Lender may be subject under the

Securities Exchange Act.

2.16Defaulting Lenders.

(a)Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if

any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting

Lender, to the extent permitted by applicable 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.

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(ii)Defaulting Lender Waterfall.  Any payment of principal, interest, fees or other

amounts received by the Administrative Agent for the account of such Defaulting Lender (whether

voluntary or mandatory, at maturity, pursuant to Section 11or otherwise) or received by the

Administrative Agent from a Defaulting Lender pursuant to Section 13.8shall be applied at such time or

times as may be determined by the Administrative Agent as follows:  first, to the payment of any amounts

owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro

rata basis of any amounts owing by such Defaulting Lender to the Letter of Credit Issuer or Swingline

Lender hereunder; third, to Cash Collateralize the Letter of Credit Issuer’s Fronting Exposure with

respect to such Defaulting Lender in accordance with Section 3.8; fourth, as the Borrower may request (so

long as no Default or Event of 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 issued at a time when the conditions set forth in Section 7were satisfied or waived, such

payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting

Lenders on a pro rata basis prior to being applied to the payment of any Loans of, and L/C Obligations

owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in

L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the

Commitments hereunder without giving effect to Section 2.16(a)(iv).  Any payments, prepayments or

other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a

Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii)shall be deemed paid to

and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees.

(A)No Defaulting Lender shall be entitled to receive any fee payable under

Section 4for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be

required to pay any such fee that otherwise would have been required to have been paid to that Defaulting

Lender).

(B)Each Defaulting Lender shall be entitled to receive Letter of Credit Fees

for any period during which that Lender is a Defaulting Lender only to the extent allocable to its

applicable percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral

pursuant to Section 3.8.

(C)With respect to any Letter of Credit Fee not required to be paid to any

Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting

Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such

Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting

Lender pursuant to clause (iv) below, (y) pay to the Letter of Credit Issuer the amount of any such fee

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otherwise payable to such Defaulting Lender to the extent allocable to such Letter of Credit’s Fronting

Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv)Reallocation of Applicable Percentages to Reduce Fronting Exposure.  All or any

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 Applicable

Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent

that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting

Lender to exceed such Non-Defaulting Lender’s Commitment.  Subject to Section 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 and unfunded participations in

Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with

their Applicable Percentages (without giving effect to Section 2.16(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 waiver or release of any claim of

any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)So long as any Revolving Credit Lender is a Defaulting Lender, (i) the Swingline Lender

shall notbe required to fund any Swingline Loans unless it is satisfied that it will have no Fronting

Exposure after giving effect to such Swingline Loan and (ii) the Letter of Credit Issuer shall not be

required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will

have no Fronting Exposure after giving effect thereto.

2.17Additional Borrowers

(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

provide the Administrative Agent and each Lender with all reasonably requested documentation and other

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-money laundering rules and regulations and, to the extent the Additional Borrower qualifies as a

“legal entity customer” under the Beneficial Ownership Regulation, Beneficial Ownership Certifications,

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in each case, to the extent requested within five (5) Business Days of the 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 amend this Agreement and the other Credit

Documents to reflect the existence of more than one Borrower hereunder and thereunder.  For the

avoidance of doubt, the designation of a Restricted Subsidiary as an Additional Borrower as a Borrower

shall not constitute or result in the release of such Restricted Subsidiary as a Guarantor.

(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.  For the avoidance of doubt, the resignation

of  Restricted Subsidiary as an Additional Borrower as a Borrower shall not constitute or result in the

release of such Restricted Subsidiary as a Guarantor;

(d)Each Guarantor that is or becomes an “Additional Borrower” pursuant to this

Section 2.17hereby irrevocably appoints the Borrower to act as its agent for all purposes of this

Agreement and the other Credit Documents and agrees that (i) the Borrower may execute such documents

on behalf of such Additional Borrower as the Borrower deems appropriate in its sole discretion and each

Additional Borrower shall be obligated by all of the terms of any such document executed on its behalf,

(ii) any notice or communication delivered by the Administrative Agent or the Lender to the Borrower

shall be deemed delivered to each Additional Borrower and (iii) the Administrative Agent or the Lenders

may accept, and be permitted to rely on, any document, instrument or agreement executed by the

Borrower on behalf of each of the Credit Parties.

Section 3.Letters of Credit

3.1Letters of Credit.

(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, the Letter of Credit Issuer

agrees, 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 L/C Obligations at such time, would exceed the Letter of Credit

Commitment then in effect (or with respect to the Letter of Credit Issuer, exceed the Letter of Credit

Issuer’s Letter of Credit Commitment, (ii) no Letter of Credit shall be issued the Stated Amount of which

would cause the aggregate amount of the Lenders’ Revolving Credit Exposures at the time of the issuance

thereof to exceed the Total Revolving Credit Commitment then in effect; (iii) each Letter of Credit shall

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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 the Letter of Credit Issuer), the Revolving

Credit Lenders; (iv) the Letter of Credit shall be denominated in Dollars; (v) no Letter of Credit shall be

issued if it would be illegal under any applicable law for the beneficiary of the Letter of Credit to have a

Letter of Credit issued in its favor; and (vi) no Letter of Credit shall be issued by the Letter of Credit

Issuer after it has received a written notice from any Credit Party or the Administrative Agent 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 the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice

from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of

Default in accordance with the provisions of Section 13.1and (vii) each Letter of Credit shall be a

standby letter of credit unless otherwise agreed by the 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

Credit Commitment in whole or in part; providedthat, after giving effect to such termination or reduction,

the L/C Obligations shall not exceed the Letter of Credit Commitment (or with respect to the Letter of

Credit Issuer, the L/C Obligations with respect to Letters of Credit issued by the Letter of Credit Issuer

shall not exceed the Letter of Credit Issuer’s Letter of Credit Commitment, unless otherwise agreed by the

Letter of Credit Issuer and the Borrower).

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

if:

(i)any order, judgment or decree of any Governmental Authority or arbitrator shall

by its terms enjoin or restrain the Letter of Credit Issuer from issuing such Letter of Credit, or any law

applicable to the Letter of Credit Issuer or any request or directive (whether or not having the force of

law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit, or

request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such

Letter of Credit in particular or shall impose upon the Letter of Credit Issuer with respect to such Letter of

Credit any restriction, reserve or capital requirement (in each case, for which the Letter of Credit Issuer is

not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Letter

of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and

which the Letter of Credit Issuer in good faith deems material to it;

(ii)the issuance of such Letter of Credit would violate one or more policies of the

Letter of Credit Issuer applicable to letters of credit generally;

(iii)except as otherwise agreed by the Letter of Credit Issuer, such Letter of Credit is

in an initial Stated Amount less than $10,000;

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

(v)such Letter of Credit contains any provisions for automatic reinstatement of the

Stated Amount after any drawing thereunder; or

(vi)a default of any Revolving Credit Lender’s obligations to fund under Section 3.3

exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case,

the Borrower has entered into arrangements reasonably satisfactory to the Letter of Credit Issuer to

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eliminate the Letter of Credit Issuer’s risk with respect to such Revolving Credit Lender or such risk has

been reallocated in accordance with Section 2.16.

(e)The Letter of Credit Issuer shall not increase the Stated Amount of any Letter of Credit if

the Letter of Credit Issuer would not be permitted at such time to issue such Letter of Credit in its

amended form under the terms hereof.

(f)The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if

(A) the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its

amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the

proposed amendment to such Letter of Credit.

(g)The Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with

respect to any Letters of Credit issued by it and the documents associated therewith and the Letter of

Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in

Section 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.

3.2Letter of Credit Requests.

(a)Whenever the Borrower desires that a Letter of Credit be issued or amended, the

Borrower shall give the Administrative Agent and the Letter of Credit Issuer a Letter of Credit Request by

no later than 12:00 p.m. (New York City time) at least three 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 an

Authorized Officer of the Borrower.  Such Letter of Credit Request may be sent by facsimile, by United

States mail, by overnight courier, by electronic transmission using the system provided by the Letter of

Credit Issuer, by personal delivery or by any other means acceptable to the Letter of Credit Issuer.

(b)In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit

Request shall specify in form and detail reasonably satisfactory to the Letter of Credit Issuer: (A) the

proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the Stated

Amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the

documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any

certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the identity of the

applicant; and (H) such other matters as the Letter of Credit Issuer may reasonably require.  In the case of

a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Request shall

specify in form and detail reasonably satisfactory to the Letter of Credit Issuer (I) the Letter of Credit to

be amended; (II) the proposed date of amendment thereof (which shall be a Business Day); (III) the

nature of the proposed amendment; and (IV) such other matters as the Letter of Credit Issuer may

reasonably require.  Additionally, the Borrower shall furnish to the Letter of Credit Issuer and the

Administrative Agent such other documents and information pertaining to such requested Letter of Credit

issuance or amendment, including any Issuer Documents, as the Letter of Credit Issuer or the

Administrative Agent may reasonably require.

(c)Unless the Letter of Credit Issuer has received written notice from any Revolving Credit

Lender, the Administrative Agent or any Credit Party, at least one Business Day prior to the requested

date of issuance or amendment of the Letter of Credit, that one or more applicable conditions contained in

Section 6(solely with respect to any Letter of Credit issued on the Closing Date) or Section 7shall not

then be satisfied to the extent required thereby, then, subject to the terms and conditions hereof, the Letter

of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or,

so long as the Borrower 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.

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(d)If the Borrower so requests in any Letter of Credit Request, the Letter of Credit Issuer

shall agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension

Letter of Credit”); 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

Borrower that one or more of the applicable conditions specified in Section 7are not then satisfied, and in

each such case directing the Letter of Credit Issuer not to permit such extension.

(e)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit

to an advising bank with respect thereto or to the beneficiary thereof, the Letter of Credit Issuer will also

deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or

amendment.  On the first Business Day of each month, the Letter of Credit Issuer shall provide the

Administrative Agent a list of all Letters of Credit issued by it that are outstanding at such time.

(f)The making of each Letter of Credit Request shall be deemed to be a representation and

warranty by the Borrower that the Letter of Credit may be issued in accordance with, and will not violate

the requirements of, Section 3.1(b).

3.3Letter of Credit Participations.

(a)Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the

Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender

(such Revolving Credit Lender referred to in its capacity under this Section 3.3, an “L/C Participant”),

and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and

received from the Letter of Credit Issuer without recourse or warranty, an undivided interest and

participation (each an “L/C Participation”), to the extent of such L/C Participant’s Applicable

Percentage in each Letter of Credit, each substitute therefor, each drawing made thereunder and the

obligations of the Borrower under this Agreement with respect thereto, and any security therefor or

guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the

Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the

L/C Participants shall have no right to receive any portion of any Fronting Fees.

(b)In determining whether to pay under any Letter of Credit, the 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 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, the 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.

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(c)In the event that the Letter of Credit Issuer makes any payment under any Letter of Credit

issued by it and the Borrower shall not have repaid such amount in full to the 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 Applicable 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 Applicable

Percentage of the amount of such payment available to the Administrative Agent for the account of the

Letter of Credit Issuer, such L/C Participant agrees to pay to the Administrative Agent for the account of

the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day

from such date until the date such amount is paid to the Administrative Agent for the account of the Letter

of Credit Issuer at a rate per annum equal to the Overnight 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 Applicable Percentage of any

payment under any Letter of Credit shall not relieve any other L/C Participant of its obligation hereunder

to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Applicable

Percentage of any payment under such Letter of Credit on the date required, as specified above, but no L/

C Participant shall be responsible for the failure of any other L/C Participant to make available to the

Administrative Agent such other L/C Participant’s Applicable 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 Applicable Percentage of such

reimbursement obligation, in Dollars and in immediately available funds, an amount equal to such L/C

Participant’s share (based upon the proportionate aggregate amount originally funded by such L/C

Participant to the aggregate amount funded by all L/C Participants) of the amount so paid in respect of

such reimbursement obligation and interest thereon accruing after the purchase of the respective L/C

Participations at the Overnight Rate.

(e)The obligations of the L/C Participants to make payments to the Administrative Agent for

the account of the Letter of Credit Issuer with respect to Letters of Credit shall be irrevocable and not

subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and

shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

(f)If any payment received by the Administrative Agent for the account of the Letter of

Credit Issuer pursuant to Section 3.3(c)is required to be returned, each Lender shall pay to the

Administrative Agent for the account of the Letter of Credit Issuer its Applicable Percentage thereof on

demand of the Administrative Agent, plusinterest 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.

3.4Agreement to Repay Letter of Credit Drawings.

(a)The Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making payment

with respect to any drawing under any Letter of Credit in 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.  Any such reimbursement shall be made by the Borrower to the

Administrative Agent in immediately available funds for any payment or disbursement made by the Letter

of Credit Issuer under any Letter of Credit (each such amount so paid until reimbursed, an “Unpaid

Drawing”) no later than the date that is one Business Day after the date on which the Borrower receives

written notice of such payment or disbursement (the “Reimbursement Date”), with interest on the

amount so paid or disbursed by the Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 p.m.

(New York City time) on the Reimbursement Date, from the date of such payment or disbursement to the

date the Letter of Credit Issuer is reimbursed, as applicable, therefor at a rate per annum that shall at all

times be the Applicable Margin for Base Rate Loans that are Revolving Credit Loans plus the Base Rate

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as in effect from time to time, provided that, notwithstanding anything contained in this Agreement to the

contrary, (i) unless the Borrower has notified the Administrative Agent and the  Letter of Credit Issuer

prior to 11:00 a.m. (New York City time) on the Reimbursement Date that the Borrower intends to

reimburse the 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 Loan Notice requesting that, with respect to Letters

of Credit, the Revolving Credit Lenders make Revolving Credit Loans (which shall be denominated in

Dollars and which shall be Base Rate Loans) on the Reimbursement Date in the amount of such drawing

and (ii) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the

amount of its Revolving Credit Loan to be made in respect thereof, and each L/C Participant shall be

irrevocably obligated to make a Revolving Credit Loan to the Borrower in Dollars in the manner deemed

to have been requested in the amount of its Applicable Percentage of the applicable Unpaid Drawing by

1:00 p.m. (New York City time) on such Reimbursement Date by making the amount of such Revolving

Credit Loan available to the Administrative Agent.  Such Revolving Credit Loans shall be made without

regard to the Minimum Borrowing Amount.  The Administrative Agent shall use the proceeds of such

Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related

Unpaid Drawing.  In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is

outstanding on the L/C Facility Maturity Date, the full amount of the L/C Obligations 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 collateral for such Letter of Credit to

reimburse any Unpaid Drawing under such Letter of Credit and shall use such proceeds first, to reimburse

itself for any Unpaid Drawings made in respect of such Letter of Credit following the L/C Facility

Maturity Date, second, to the extent such Letter of Credit expires or is returned undrawn while any such

cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that

have not been paid at such time and third, to the Borrower or as otherwise directed by a court of

competent jurisdiction.  Nothing in this Section 3.4(a) shall affect the Borrower’s obligation to repay all

outstanding Revolving Credit Loans when due in accordance with the terms of this Agreement.

(b)The obligation of the Borrower to reimburse the Letter of Credit Issuer for each drawing

under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and

irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all

circumstances, including the following:

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

Documents;

(ii)the existence of any claim, set-off, defense or other right that the Borrower may

have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit

(or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of

Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of

Credit, the transactions contemplated herein or any unrelated transactions (including any underlying

transaction between the Borrower and the beneficiary named in any such Letter of Credit);

(iii)any draft, demand, certificate or other document presented under such Letter of

Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein

being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any

document required in order to make a drawing under such Letter of Credit;

(iv)waiver by the Letter of Credit Issuer of any requirement that exists for the Letter

of Credit Issuer’s protection and not the protection of the Borrower (or other Restricted Subsidiary) or any

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

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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,

receiver or other representative of or successor to any beneficiary or any transferee of such Letter of

Credit, including any arising in connection with any proceeding under the Bankruptcy Code;

(vii)honor of a demand for payment presented electronically even if such Letter of

Credit requires that demand be in the form of a draft;

(viii)any adverse change in any relevant exchange rates or in the relevant currency

markets generally; or

(ix)any other circumstance or happening whatsoever, whether or not similar to any of

the foregoing, including any other circumstance that might otherwise constitute a defense available to, or

a discharge of, the Borrower (or 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.

3.5[Reserved].

3.6New or Successor Letter of Credit Issuer.

(a)The Letter of Credit Issuer may resign as the Letter of Credit Issuer upon 60 days’ prior

written notice to the Administrative Agent, the Lenders and the Borrower.  The Borrower may replace

any Letter of Credit Issuer for any reason upon written notice to the Administrative Agent and the Letter

of Credit Issuer.  The Borrower may add Letter of Credit Issuers at any time upon notice to the

Administrative Agent.  If the Letter of Credit Issuer shall resign or be replaced, or if the Borrower shall

decide to add a new Letter of Credit Issuer under this Agreement, then the Borrower may appoint from

among the Lenders a successor issuer of Letters of Credit or a new Letter of Credit Issuer, as the case may

be, or, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or

delayed), another successor or new issuer of Letters of Credit, whereupon such successor issuer accepting

such appointment shall succeed to the rights, powers and duties of the replaced or resigning Letter of

Credit Issuer under this Agreement and the other Credit Documents, or such new issuer of Letters of

Credit accepting such appointment shall be granted the rights, powers and duties of the Letter of Credit

Issuer hereunder, and the term Letter of Credit Issuer shall mean such successor or such new issuer of

Letters of Credit effective upon such appointment.  At the time such resignation or replacement shall

become effective, the Borrower shall pay to the resigning or replaced Letter of Credit Issuer all accrued

and unpaid fees applicable to the Letters of Credit pursuant to Sections 4.1(b)and 4.1(d).  The acceptance

of any appointment as the Letter of Credit Issuer hereunder whether as a successor issuer or new issuer of

Letters of Credit in accordance with this Agreement, shall be evidenced by an agreement entered into by

such new or successor issuer of Letters of Credit, in a form reasonably satisfactory to the Borrower and

the Administrative Agent and, from and after the effective date of such agreement, such new or successor

issuer of Letters of Credit shall become the Letter of Credit Issuer hereunder.  After the resignation or

replacement of the Letter of Credit Issuer hereunder, the resigning or replaced Letter of Credit Issuer shall

remain a party hereto and shall continue to have all the rights and obligations of the Letter of Credit Issuer

under this Agreement and the other Credit Documents with respect to Letters of Credit issued by it prior

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to such resignation or replacement but shall not be required to issue additional Letters of Credit.  In

connection with any resignation or replacement pursuant to this clause (a)(but, in case of any such

resignation, only to the extent that a successor issuer of Letters of Credit shall have been appointed),

either (i) the Borrower, the resigning or replaced Letter of Credit Issuer and the successor issuer of Letters

of Credit shall arrange to have any outstanding Letters of Credit issued by the resigning or replaced Letter

of Credit Issuer replaced with Letters of Credit issued by the successor issuer of Letters of Credit or

(ii) the Borrower shall cause the successor issuer of Letters of Credit, if such successor issuer is

reasonably satisfactory to the replaced or resigning Letter of Credit Issuer, to issue “back-stop” Letters of

Credit naming the resigning or replaced Letter of Credit Issuer as beneficiary for each outstanding Letter

of Credit issued by the resigning or replaced Letter of Credit Issuer, which new Letters of Credit shall be

denominated in the same currency as, and shall have a face amount equal to, the Letters of Credit being

back-stopped and the sole requirement for drawing on such new Letters of Credit shall be a drawing on

the corresponding back-stopped Letters of Credit.  After any resigning or replaced Letter of Credit

Issuer’s resignation or replacement as Letter of Credit Issuer, the provisions of this Agreement relating to

the Letter of Credit Issuer shall inure to its benefit as to any actions taken or omitted to be taken by it (A)

while it was the Letter of Credit Issuer under this Agreement or (B) at any time with respect to Letters of

Credit issued by the Letter of Credit Issuer.

(b)To the extent there are, at the time of any resignation or replacement as set forth in clause

(a)above, any outstanding Letters of Credit, nothing herein shall be deemed to impact or impair any

rights and obligations of any of the parties hereto with respect to such outstanding Letters of Credit

(including, without limitation, any obligations related to the payment of Fees or the reimbursement or

funding of amounts drawn), except that the Borrower, the resigning or replaced Letter of Credit Issuer and

the successor issuer of Letters of Credit shall have the obligations regarding outstanding Letters of Credit

described in clause (a)above.

3.7Role of Letter of Credit Issuer.  Each Lender and the Borrower agree that, in paying any

drawing under a Letter of Credit, the Letter of Credit Issuer shall not have any responsibility to obtain any

document (other than any sight draft, certificates and documents expressly required by the Letter of

Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of

the Person executing or delivering any such document.  None of the Letter of Credit Issuer, the

Administrative Agent, any of their respective Affiliates nor any correspondent, participant or assignee of

the Letter of Credit Issuer shall be liable to any Lender for (i) any action taken or omitted in 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 the Letter of Credit

Issuer, and the Letter of Credit Issuer may be liable to the Borrower, to the extent, but only to the extent,

of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the

Borrower proves were caused by the Letter of Credit Issuer’s willful misconduct or gross negligence or

the Letter of Credit Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by

the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a

Letter of Credit in each case as determined in the final non-appealable judgment of a court of competent

jurisdiction.  In furtherance and not in limitation of the foregoing, the Letter of Credit Issuer may accept

documents that appear on their face to be in order, without responsibility for further investigation,

regardless of any notice or information to the contrary, and the Letter of Credit Issuer shall not be

responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to

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transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in

part, which may prove to be invalid or ineffective for any reason.

The Letter of Credit Issuer may send a Letter of Credit or conduct any Communication to or from

the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) message

or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

3.8Cash Collateral.

(a)Certain Credit Support Events.  Upon the written request of the Administrative Agent or

the Letter of Credit Issuer, if (i) as of the L/C Facility Maturity Date, any L/C Obligation for any reason

remains outstanding, (ii) the Borrower shall be required to provide Cash Collateral pursuant to

Section 11.13or (iii) the provisions of Section 2.16(a)(v)are in effect, the Borrower shall immediately (in

the case of clause (ii)above) or within one Business Day (in all other cases), following any written

request by the Administrative Agent or the Letter of Credit Issuer, provide Cash Collateral in an amount

not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral

provided pursuant to clause (iii)above, after giving effect to Section 2.16(a)(iv)and any Cash Collateral

provided by the Defaulting Lender).

(b)Grant of Security Interest.  The Borrower, and to the extent provided by any Defaulting

Lender, such Defaulting Lender, hereby 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

in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be

applied pursuant to Section 3.8(c).  If at any time the Administrative Agent determines that Cash

Collateral is subject to any right or claim of any Person other than the Administrative Agent or the Letter

of Credit Issuer as herein provided, other than Permitted Liens, or that the total amount of such Cash

Collateral is less than the Minimum Collateral Amount (including, without limitation, as a result of

exchange rate fluctuations), the Borrower will, promptly upon written demand by the Administrative

Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to

eliminate such deficiency.  Cash Collateral shall be maintained in blocked, interest-bearing deposit

accounts with the Administrative Agent.  The Borrower shall pay on demand therefor from time to time

all customary account opening, activity and other administrative fees and charges in connection with the

maintenance and disbursement of Cash Collateral.

(c)Application.  Notwithstanding anything to the contrary contained in this Agreement,

Cash Collateral provided under any of this Section 3.8or Sections 2.16, 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)Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure

or to secure other obligations shall be released promptly following (i) the elimination of the applicable

Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting

Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with

Section 13.6(b)(ii)) or there is no longer existing an Event of Default) or (ii) the determination by the

Administrative Agent and the Letter of Credit Issuer that there exists excess Cash Collateral.

3.9Applicability 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

standby Letter of Credit and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,

as most recently published by the International Chamber of Commerce at the time of issuance, shall apply

to each commercial Letter of Credit.  Notwithstanding the foregoing, the Letter of Credit Issuer shall not

be responsible to the Borrower for, and the Letter of Credit Issuer’s rights and remedies against the

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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 the 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

Restricted Subsidiaries inures to the benefit of the Borrower and that the Borrower’s business derives

substantial benefits from the businesses of the Borrower and the other Restricted Subsidiaries.

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

date of any Letter of Credit, then (i) if consented to by the Letter of Credit Issuer which issued such Letter

of Credit, if one or more other tranches of Revolving Credit Commitments in respect of which the Letter

of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which

consent has been obtained shall automatically be deemed to have been issued (including for purposes of

the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving

Credit Loans and payments in respect thereof pursuant to Sections 3.3and 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 Section 3.8.  Upon the maturity date of any tranche of Revolving Credit Commitments,

the sublimit for Letters of Credit may be reduced as agreed between the Letter of Credit Issuer and the

Borrower, without the consent of any other Person.

3.13Letter of Credit Issuer Reports to the Administrative Agent.  Unless otherwise agreed by

the Administrative Agent, the Letter of Credit Issuer (other than the Letter of Credit Issuer that acts as

Administrative Agent) shall, in addition to its notification obligations set forth elsewhere in this Section 3,

deliver to the Administrative Agent a report on the dates and containing the details set forth below:

(a)prior to the time that the Letter of Credit Issuer issues, amends, renews, increases or

extends a Letter of Credit, the date of such issuance, amendment, renewal, increase or extension and the

stated amount of such Letters of Credit after giving effect to such issuance, amendment, renewal or

extension (and whether the amounts thereof shall have changed);

(b)on each Business Day on which the Letter of Credit Issuer makes a payment pursuant to a

Letter of Credit, the date and amount of such payment;

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(c)on any Business Day on which the Borrowers fail to reimburse a payment made pursuant

to a Letter of Credit required to be reimbursed to the Letter of Credit Issuer on such day, the date of such

failure and the amount of such payment;

(d)on any other Business Day, such other information as the Administrative Agent shall

reasonably request as to the Letters of Credit issued by the Letter of Credit Issuer; and

(e)on the last Business Day of each calendar month, a report of each Letter of Credit issued

by the Letter of Credit Issuer that is issued and outstanding containing the stated amount and expiration

date of such Letter of Credit.

3.14Benefits.  The Letter of Credit Issuer shall act on behalf of the 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 (i) provided to the Administrative Agent in Section 12 with

respect to any acts taken or omissions suffered by the Letter of Credit Issuer in connection with Letters of

Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of

Credit as fully as if the term “Administrative Agent” as used in Section 12 included the Letter of Credit

Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the

Letter of Credit Issuer.

Section 4.Fees

4.1Fees.

(a)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”) product of (i) the

Commitment Fee Rate times(ii) the actual daily amount by which the Revolving Credit Commitments of

all Revolving Credit Lenders exceed the sum of (A) the aggregate principal amount of Revolving Credit

Loans and (B) the Letter of Credit Exposure, subject to adjustment as provided in Section 2.16, for 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

quarterly period (or portion thereof) ended on such day for which no payment has been received),

commencing with the first such date to occur after the Closing Date, and (y) on the Revolving Credit

Termination Date (for the period ended on such date for which no payment has been received pursuant to

clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the

Commitment Fee Rate in effect on such day on the Available Commitment in effect on such day.  For the

avoidance of doubt, the outstanding amount of Swingline Loans shall not be counted towards or

considered usage of the Revolving Credit Facility for purposes of determining the Commitment Fee.

(b)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 (the “Letter of Credit Fee”) computed at the per annum rate for each day

equal to the Applicable Margin for Term SOFR Revolving Credit Loans times the daily amount available

to be drawn under such Letter of Credit, subject to adjustment as provided in Section 2.16.  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, commencing with the first such date to occur after

the Closing Date, and (y) on the date upon which L/C Obligations with respect to such Letter of Credit

shall have been reduced to zero (or such Letters of Credit has been Cash Collateralized, “rolled” or

“grandfathered” into a new credit facility or backstopped in a manner reasonably acceptable to the Letter

of Credit Issuer.

(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.

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(d)Without duplication, the Borrower agrees to pay to the Letter of Credit Issuer for its own

account a fronting fee in Dollars equal to 0.125% per annum of the aggregate face amount of each Letter

of Credit outstanding and issued by it to the Borrower (the “Fronting Fee”) (or at such other rate per

annum as agreed in writing between the Borrower and the Letter of Credit Issuer) for the period from the

date of issuance of such Letter of Credit to the termination date of such Letter of Credit (or the date upon

which such Letter of Credit has been Cash Collateralized, “rolled” or “grandfathered” into a new credit

facility or backstopped in a manner reasonably acceptable to 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 occurring after the Closing Date and (y) on the date upon which the Total Revolving Credit

Commitment terminates and the L/C Obligations shall have been reduced to zero (or the date upon such

Letter of Credit has been Cash Collateralized, “rolled” or “grandfathered” into a new credit facility or

backstopped in a manner reasonably acceptable to the Letter of Credit Issuer).

(e)Without duplication, the Borrower shall pay to the Letter of Credit Issuer, as appropriate,

on demand, the 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 the 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)Notwithstanding the foregoing, the Borrower shall not be obligated to pay any amounts to

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.  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 Revolving Credit

Commitments in whole or in part; providedthat (a) any such reduction shall apply proportionately and

permanently to reduce the Revolving Credit Commitment of each of the Revolving Credit Lenders,

except that (i) notwithstanding the foregoing, in connection with the establishment on any date of any

Extended Revolving Credit Commitments pursuant to Section 2.14(g), the Revolving Credit

Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments

on such date shall be reduced in an amount equal to the amount of Revolving Credit Commitments so

extended on such date (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 Revolving Credit Commitment thereof and (y) for the avoidance of doubt, any such

repayment of Revolving Credit Loans contemplated by the preceding clause shall be made in compliance

with the requirements of Section 5.3(a)with respect to the ratable allocation of payments hereunder, with

such allocation being determined after giving effect to any conversion pursuant to Section 2.14(g)of

Revolving Credit Commitments and Revolving Credit Loans into Extended Revolving Credit

Commitments and Extended Revolving Credit Loans pursuant to Section 2.14(g)prior to any reduction

being made to the Revolving Credit Commitment of any other Lender) and (ii) the Borrower may at its

election permanently reduce the Revolving Credit Commitment of a Defaulting Lender to $0 without

affecting the Revolving Credit Commitments of any other Lender, (b) any partial reduction pursuant to

this Section 4.2shall 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.

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4.3Mandatory Termination of Commitments.

(a)The Initial Term Loan Commitments shall terminate on the Closing Date upon the

Borrowing of the Initial Term Loans.

(b)[Reserved].

(c)[Reserved].

(d)The Revolving Credit Commitment shall terminate at 5:00 p.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.

Section 5.Payments

5.1Voluntary Prepayments.

(a)The Borrower has the right to prepay Loans, including Term Loans and Revolving Credit

Loans, as applicable, in each case, other than as set forth in Section 2.11, without premium or penalty, in

whole or in part from time to time on the following terms and conditions: (1) the Borrower shall give the

Administrative Agent (or, in the case of a Swingline Loan, the Swingline Lender) written notice in the

form of a Notice of Loan Prepayment, which notice (x) shall specify the date and amount of such

prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the

Interest Period(s) of such Loans, and (y) shall be given by the Borrower (i) in the case of Term SOFR

Loans, no later than 11:00 a.m. (New York City time) two Business Days prior to, (ii) in the case of Base

Rate Loans (other than Swingline Loans), no later than 11:00 a.m. (New York City time) on the date of

such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders

and (iii) in the case of Swingline Loans, no later than 1:00 p.m. (New York City time) on the date of such

prepayment and (in the case of Term SOFR Loans and Base Rate Loans) shall be transmitted by the

Administrative Agent to each of the Lenders; (2) each partial prepayment of (i) any Borrowing of Term

SOFR Loans shall be in a minimum amount of $2,000,000 and in multiples of $1,000,000 in excess

thereof, (ii) any Base Rate Loans (other than Swingline Loans) shall be in a minimum amount of

$500,000 and in multiples of $100,000 in excess thereof and (iii) Swingline Loans shall be in a minimum

of $100,000 and in multiples of $100,000 in excess thereof or, in each case, if less, the entire principal

amount thereof then outstanding, and (3) in the case of any prepayment of Term SOFR Loans pursuant to

this Section 5.1on any day other than the last day of an Interest Period applicable thereto, the Borrower

shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in

reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account

of such Lender any amounts required pursuant to Section 2.11.  Each prepayment in respect of any Term

Loans pursuant to this Section 5.1shall be (a) applied to the Class or Classes of Term Loans as the

Borrower may specify and (b) applied to reduce Term Loan Repayment Amounts, any New Term Loan

Repayment Amounts, and, subject to Section 2.14(g), Extended Term Loan Repayment Amounts, as the

case may be, in each case, in such order as the Borrower may specify; providedthat, if the Borrower does

not specify the application of prepayments in respect of any Term Loans, such prepayments shall be

applied ratably to reduce the Initial Term Loans and New Term Loans in direct order of maturity. Any

prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid.

Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective

Applicable Percentages in respect of each of the relevant Credit Facilities.

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5.2Mandatory Prepayments.

(a)Term Loan Prepayments.

(i)On each occasion that a Prepayment Event occurs, the Borrower shall, within

three Business Days after receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (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; providedthatwith respect to the Net Cash Proceeds of an Asset Sale Prepayment Event or

Casualty Event, (A) the percentage in this Section 5.2(a)(i) shall be reduced to 50% if the Consolidated

First Lien Secured Debt to Consolidated EBITDA Ratio on the date of prepayment (prior to giving effect

thereto) for the most recent Test Period ended prior to such prepayment date is less than or equal to 2.50

to 1.00 but greater than 2.00 to 1.00 and (B) no payment of any Term Loans shall be required under this

Section 5.2(a)(i) if the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio on the date

of prepayment (prior to giving effect thereto) for the most recent Test Period ended prior to such

prepayment date is less than or equal to 2.00 to 1.00; provided, further, that, 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 Other Indebtedness Document requires the

issuer of such Permitted Other Indebtedness to prepay or make 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 multipliedby (y) a fraction, the numerator of which

is the outstanding principal amount of the Permitted Other Indebtedness with ranking equal and with

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)[Reserved.]

(iii)On each occasion that Permitted Other Indebtedness is issued or incurred

pursuant to Section 10.1(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.

Notwithstanding any other provisions of this Section 5.2, (A) to the extent that any or all

of the Net Cash Proceeds of any Prepayment Event by a Foreign Subsidiary giving rise to a prepayment

pursuant to clause (i)above (a “Foreign Subsidiary Prepayment Event”) 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 so affected will not be required to be applied to repay Loans at the times

provided in clause (i)above, but only so long as the applicable 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;provided, that the obligation of the Credit Parties under this Agreement to take such

action will expire twelve (12) months following such event), and once a repatriation of any of such

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affected Net Cash Proceeds is permitted under the applicable Requirements of Law, an amount equal to

such Net Cash Proceeds will be promptly (and in any event not later than ten Business Days after such

repatriation is permitted) applied (net of any taxes that would be payable or reserved against if such

amounts were actually repatriated whether or not they are repatriated) to the repayment of the Loans

pursuant to clause (i)above, and (B) to the extent that the Borrower has determined in good faith in

consultation with the Administrative Agent that repatriation of any of or all the Net Cash Proceeds of any

Foreign Subsidiary Prepayment Event would have an adverse tax consequence (that is not de minimis)

with respect to such Net Cash Proceeds, an amount equal to the Net Cash Proceeds 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,

(x) the Borrower shall apply an amount equal to such Net Cash Proceeds to such reinvestments or

prepayments as if such Net Cash Proceeds had been received by the Credit Parties rather than such

Subsidiary, less the amount of any taxes (including any withholding taxes and Tax Distributions) that

would have been payable or reserved against if such Net Cash Proceeds had been repatriated (or, if less,

the Net Cash Proceeds that would be calculated if received by such Subsidiary) or (y) such Net Cash

Proceeds shall be applied to the repayment of Indebtedness of a Subsidiary that is not a Credit Party.  For

the avoidance of doubt, nothing in this Agreement, including Section 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 upon obtaining

knowledge thereof.  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 L/C Obligations in relation to such Class to

the extent of such excess upon obtaining knowledge thereto.

(c)Application to Repayment Amounts.  Subject to Section 5.2(f), each prepayment of Term

Loans required by Section 5.2(a)(i)or (iii)shall be allocated pro rata among the Initial 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 (x)

first to the next four unpaid scheduled amortization payments in direct order of maturity and (y) then,

ratably, to the remaining unpaid scheduled amortization payments (including the payments due at

maturity); 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 (including New Term Loans and/or

Extended Term Loans, but excluding the Initial Term Loans) than to any Class or tranche of Term Loans

maturing on any earlier date.  Subject to Section 5.2(f), with respect to each such prepayment, the

Borrower will, not later than the date specified in Section 5.2(a)for making such prepayment, give the

Administrative Agent written notice which shall include a calculation of the amount of such prepayment

to be applied to each Class of Term Loans requesting that the Administrative Agent provide notice of

such prepayment to each Initial Term 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

Section 5.2(a), the Borrower may, if applicable, designate the Types of Loans that are to be prepaid and

the specific Borrowing(s) pursuant to which made; provided, that if any Lender has provided a Rejection

Notice in compliance with Section 5.2(f), such prepayment shall be applied with respect to the Term

Loans to be prepaid on a pro rata basis across all outstanding Types of such Term Loans in proportion to

the percentage of such outstanding Term Loans to be prepaid represented by each such Class.  In the

absence of a Rejection Notice or a designation by the Borrower as described in the preceding sentence,

each prepayment shall be applied first to Base Rate Loansand then to Term SOFR Loans in direct order

of Interest Period maturities.

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(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; providedthat (y) each

prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and

(z) notwithstanding the provisions of the preceding clause (y), no prepayment of Revolving Loans shall

be applied to the Revolving Credit Loans of any Defaulting Lender unless otherwise agreed in writing by

the Borrower.  In the absence of a designation by the Borrower as described in the preceding sentence,

each prepayment shall be applied first to Base Rate Loansand then to Term SOFR Loans in direct order

of Interest Period maturities.

(f)Rejection Right.  The Borrower shall notify the Administrative Agent in writing of any

mandatory prepayment of Term Loans required to be made pursuant to Section 5.2(a)at least three

Business Days prior to the date of such prepayment.  Each such notice shall specify the date of such

prepayment and provide a reasonably detailed calculation of the amount of such prepayment.  The

Administrative Agent will promptly notify each Lender holding Term Loans of the contents of such

prepayment notice and of such Lender’s pro rata share of the prepayment.  Each Term Loan Lender may

reject all (but not less than all) of its pro ratashare 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

Permitted Other Indebtedness under Section 5.2(a)(iii)(such declined amounts, the “Declined Proceeds”)

of Term Loans required to be made pursuant to Section 5.2(a)by providing written notice (each, a

“Rejection Notice”) to the Administrative Agent no later than 5:00 p.m. (New York City time) 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.

5.3Method and Place of Payment.

(a)Except as otherwise specifically provided herein, all payments under this Agreement

shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the

Administrative Agent for the ratable account of the Lenders entitled thereto (or, in the case of the

Swingline Loans to the Swingline Lender) or the Letter of Credit Issuer entitled thereto, as the case may

be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made

in immediately available funds at the Administrative Agent’s Office or at such other office as the

Administrative Agent shall specify for such purpose by notice to the Borrower (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.

(b)Any payments under this Agreement that are made later than 2:00 p.m. (New York City

time) may be deemed to have been made on the next succeeding Business Day in the Administrative

Agent’s sole discretion for purposes of calculating interest thereon (or, in the case of the Swingline Loans,

at the Swingline Lender’s sole discretion).  Except as otherwise provided herein, whenever any payment

to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof

shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest

shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

(c)Unless the Administrative Agent shall have received notice from the Borrower prior to

the date on which any payment is due to the Administrative Agent for the account of the Lenders or the

Letter of Credit Issuer hereunder that the Borrower will not make such payment, the Administrative

Agent may assume that the Borrower has made such payment on such date in accordance herewith and

may, in reliance upon such assumption, distribute to the applicable Lenders or the Letter of Credit Issuer,

as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for

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the account of the Lenders or the Letter of Credit Issuer hereunder as to which the Administrative Agent

determines (which determination shall be conclusive absent manifest error) that any of the following

applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made

such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the

Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise

erroneously made such payment; then each of the Lenders or the Letter of Credit Issuer, as the case may

be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount

so distributed to such Lender or the Letter of Credit Issuer, in immediately available funds with interest

thereon, for each day from and including the date such amount is distributed to it to but excluding the date

of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by

the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice

of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this

clause (c)shall be conclusive, absent manifest error.

5.4Net Payments.

(a)Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i)Any and all payments by or on account of any obligation of any Credit 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

the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by

the applicable Credit Party shall be increased as necessary so that after any required withholding or

deductions have been made (including withholding or deductions applicable to additional sums payable

under this Section 5.4) each Recipient 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)Indemnification by the Credit Parties.  Without limiting or duplicating the provisions of

subsection (a)or (b)above, the Credit Parties shall indemnify each Recipient, and shall make payment in

respect thereof within 10 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 Section 5.4)

payable or paid by such Recipient, or required to be withheld or deducted from a payment to such

Recipient 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 delivered to the Borrower by a Lender

(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf

of a Lender, shall be conclusive absent manifest error.

(d)Evidence of Payments.  As soon as practicable after any payment of Taxes by any Credit

Party to a Governmental Authority as provided in this Section 5.4, such 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.

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(e)Status of Lenders and Tax Documentation.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax

with respect to payments made under any Credit Document shall deliver to the Borrower and the

Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative

Agent, such properly completed and executed documentation reasonably requested by the Borrower or the

Administrative Agent as will permit such payments to be made without withholding or at a reduced rate

of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative

Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by

the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to

determine whether or not such Lender is subject to backup withholding or information reporting

requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion,

execution and submission of such documentation (other than such documentation set forth in

paragraphs (A), (B) and (D) of Section 5.4(e)(ii)) shall not be required if in the Lender’s reasonable

judgment such completion, execution or submission would subject such Lender to any material

unreimbursed cost or expense or would materially prejudice the legal or commercial position of such

Lender.

(ii)Without limiting the generality of the foregoing:

(A)any Lender that is a “United States person” within the meaning of

Section 7701(a)(30) of the Code (a “U.S. Lender”) shall deliver to the Borrower and the Administrative

Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time

to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) executed

copies of Internal Revenue Service Form W-9 (or any successor form thereto) certifying that such Lender

is exempt from U.S. federal backup withholding tax;

(B)each Non-U.S. Lender shall, to the extent it is legally entitled to do so,

deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by

the recipient) on or about the date on which such Non-U.S. Lender becomes a Lender under this

Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the

Administrative Agent) whichever of the following is applicable:

(1)executed 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 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 Section 881(c) of the Code, (x) a certificate, substantially in the

form of Exhibit I-1(a “Non-Bank Tax Certificate”), to the effect that such Non-U.S. Lender is not (A) a

“bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10-percent shareholder” of the

Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign

corporation” related to the Borrower described in Section 881(c)(3)(C) of the Code and (y) executed

copies of Internal Revenue Service Form W-8BEN or Form W-8BEN-E (or any applicable successor

form); or

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(4)to the extent a Non-U.S. Lender is not the beneficial owner,

executed copies of 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

Lender are claiming the portfolio interest exemption, the Non-Bank Tax Certificate(s) (substantially in the

form of Exhibit I-4) may be provided by the Non-U.S. Lender on behalf of the direct or indirect

partner(s));

(C)any Non-U.S. Lender shall, to the extent it is legally entitled to do so,

deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by

the recipient) on or about the date on which such Non-U.S. Lender becomes a Lender under this

Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the

Administrative Agent) executed copies of any other form prescribed by applicable laws as a basis for

claiming exemption from or a reduction in U.S. federal withholding tax together with such supplementary

documentation as may be prescribed by applicable laws to permit the Borrower or the Administrative

Agent to determine the withholding or deduction required to be made;

(D)each Lender shall deliver to the Borrower and the Administrative Agent

at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or

the Administrative Agent such documentation prescribed by applicable law (including as prescribed by

Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the

Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative

Agent to comply with their obligations under FATCA, to determine whether such Lender has complied

with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold

from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made

to FATCA after the date of this Agreement; and

(E)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

Form W-8IMY that it is either (a) a “qualified intermediary” assuming primary withholding responsibility

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

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payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a

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.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or

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 Taxes as to which it has

been indemnified by any Credit Party or with respect to which any Credit Party has paid additional

amounts pursuant to this Section 5.4, the Administrative Agent or such Lender (as applicable) shall

promptly pay to the Borrower an amount equal to such refund (but only to the extent of indemnity

payments made, or additional amounts paid, by the Credit Parties under this Section 5.4with respect to

the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) incurred by

the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest

paid by the relevant Governmental Authority with respect to such refund); 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.  Notwithstanding anything to the contrary

in this paragraph (f), in no event will the Administrative Agent or any Lender be required to pay any

amount to an indemnifying party pursuant to this paragraph (f)the payment of which would place the

Administrative Agent or any Lender in a less favorable net after-Tax position than the Administrative

Agent or any Lender would have been in if the Tax subject to indemnification and giving rise to such

refund had not been deducted, withheld or otherwise imposed and the indemnification payments or

additional amounts with respect to such Tax had never been paid.  This subsection shall not be construed

to require the Administrative Agent or any Lender to make available its Tax returns (or any other

information relating to its Taxes that it deems confidential) to any Credit Party or any other Person.

(g)For the avoidance of doubt, for purposes of this Section 5.4, the term “Lender” includes

the Letter of Credit Issuer and the term “applicable law” includes FATCA.

(h)Each party’s obligations under this Section 5.4shall 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.

5.5Computations of Interest and Fees.

(a)Except as provided in the next succeeding sentence, interest on Term SOFR Loans shall

be calculated on the basis of a 360-day year for the actual days elapsed (which results in more interest

being paid than if computed on the basis of a 365-day year).  Interest on Base Rate Loans (including Base

Rate Loans determined by reference to Term SOFR) shall be calculated on the basis of a 365- (or 366-, as

the case may be) day year for the actual days elapsed.

(b)Fees and the daily Stated Amount of Letters of Credit shall be calculated on the basis of a

360-day year for the actual days elapsed (which results in more fees being paid than if computed on the

basis of a 365-day year).

5.6Limit on Rate of Interest.

(a)No Payment Shall Exceed Lawful Rate.  Notwithstanding any other term of this

Agreement, the Borrower shall not be obliged to pay any interest or other amounts under or in connection

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with this Agreement or otherwise in respect of the Obligations in excess of the amount or rate permitted

under or consistent with any applicable law, rule or regulation.

(b)Payment at Highest Lawful Rate.  If the Borrower is not obliged to make a payment that

it would otherwise be required to make, as a result of Section 5.6(a), the Borrower shall make such

payment to the maximum extent permitted by or consistent with applicable laws, rules and regulations.

(c)Adjustment if Any Payment Exceeds Lawful Rate.  If any provision of this Agreement or

any of the other Credit Documents would obligate the Borrower to make any payment of interest or other

amount payable to any Lender in an amount or calculated at a rate that would be prohibited by any

applicable law, rule or regulation, then notwithstanding such provision, such amount or rate shall be

deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the

case may be, as would not be so prohibited by law, such adjustment to be effected, to the extent

necessary, by reducing the amount or rate of interest required to be paid by the Borrower to the affected

Lender under Section 2.8; 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 Rate to the date of repayment, shall have been received by such Lender.  In

determining whether the interest contracted for, charged, or received by the Administrative Agent or a

Lender exceeds the maximum rate, such Person may, to the extent permitted by applicable law, rule or

regulation, (i) characterize any payment that is not principal as an expense, fee, or premium rather than

interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate,

and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the

Obligations hereunder.

Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if

any Lender shall have received from the Borrower an amount in excess of the maximum permitted by any

applicable law, rule or regulation, then the Borrower shall be entitled, by notice in writing to the

Administrative Agent, to obtain reimbursement from that Lender in an amount equal to such excess, and

pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to the

Borrower.

5.7Sharing of Payments by Lenders.  If any Lender shall, by exercising any right of setoff

or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Credit

Facilities due and payable to such Lender hereunder and under the other Credit Documents at such time in

excess of its ratable share (according to the proportion of (i) the amount of such Obligations in respect of

the Credit Facilities due and payable to such Lender at such time to (ii) the aggregate amount of the

Obligations in respect of the Credit Facilities due and payable to all Lenders hereunder and under the

other Credit Documents at such time) of payments on account of the Obligations in respect of the Credit

Facilities due and payable to all Lenders hereunder and under the other Credit Documents at such time

obtained by all the Lenders at such time or (b) Obligations in respect of any of the Credit Facilities owing

(but not due and payable) to such Lender hereunder and under the other Credit Documents at such time in

excess of its ratable share (according to the proportion of (i) the amount of such Obligations in respect of

the Credit Facilities owing (but not due and payable) to such Lender at such time to (ii) the aggregate

amount of the Obligations in respect of the Credit Facilities owing (but not due and payable) to all

Lenders hereunder and under the other Credit Documents at such time) of payments on account of the

Obligations in respect of the Credit Facilities owing (but not due and payable) to all Lenders hereunder

and under the other Credit Documents at such time obtained by all of the Lenders at such time, then, in

each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (A) notify

the Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the

Loans and sub-participations in L/C Obligations and Swingline Loans of the other Lenders, or make such

other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the

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Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Credit Facilities

then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may

be, provided that:

(i)if any such participations or sub-participations are purchased and all or any

portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be

rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this Section 5.6 shall not be construed to apply to (A) any

payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of

this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B)

the application of Cash Collateral provided for in this Agreement, or (C) any payment obtained by a

Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-

participations in L/C Obligations or Swingline Loans to any assignee or participant, other than an

assignment to any Credit Party or any Affiliate thereof (as to which the provisions of this Section 5.6 shall

apply).

Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under

applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may

exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as

fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Section 6.Conditions Precedent to Initial Borrowing

The initial Borrowing under this Agreement is subject to the satisfaction of the following

conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:

6.1Credit Documents.

(a)The Administrative Agent (or its counsel) shall have received:

(i)this Agreement, executed and delivered by a duly Authorized Officer of the

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 Capital Stock, regardless of the form of such Capital Stock, in the

Borrower held directly by Holdings, representing 100% of the issued and outstanding Capital Stock of the

Borrower, and in 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 Capital Stock in

and of the Borrower and all other Restricted Subsidiaries, in each case to the extent required to be

delivered under the Security Documents and pledged under the Security Documents, in each case, as of

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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

the extent required by such Security Document shall have been delivered to the Collateral Agent, and

shall be in proper form, for filing, registration or recording.

6.2Legal Opinions.  The Administrative Agent (or its counsel) shall have received the

executed legal opinions, in customary form, of Kirkland & Ellis LLP, special New York 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 (x) each of the Parent Guarantors, the Borrower and the other Guarantors, dated as of the

Closing Date, executed by any Authorized Officers of the Borrower and each Guarantor, as applicable,

and attaching the documents referred to in Section 6.4and (y)an Authorized Officer of Holdings

certifying compliance with Section 6.11and 6.12.

6.4Authorization of Proceedings of the Borrower and the Guarantors; Corporate Documents.

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

performance of the Credit Documents (and any agreements relating thereto) to which it is a party and

(b) in the case of the Borrower, the extensions of credit contemplated hereunder, (ii) the Certificate of

Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable

organizational documents, as applicable, of the Parent Guarantors, the Borrower and each other

Guarantor, and (iii) signature and incumbency certificates (or other comparable documents evidencing the

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

funding of the Initial Term Loans, fees required to be paid under the Fee Letter and, to the extent invoiced

at least three Business Days prior to the Closing Date (except as otherwise reasonably agreed by the

Borrower) reasonable and documented out-of-pocket 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 the Borrower to

the effect that after giving effect to the consummation of the Transactions, the Borrower and the

Restricted Subsidiaries on a consolidated basis are Solvent.

6.7Loan Notice.  The Administrative Agent (or its counsel) shall have received a Loan

Notice meeting the requirements of Section 2.3with respect to the Initial Term Loans or any Revolving

Loans to be borrowed on the Closing Date.

6.8[Reserved].

6.9[Reserved].

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6.10Patriot 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

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.

6.11No Material Adverse Effect. Since December 31, 2025, there shall not have been any

Material Adverse Effect.

6.12Representations and Warranties. 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

as of the Closing Date (except where such representations and warranties relate to an earlier date, in

which case, such representations and warranties shall have been true and correct in all material respects as

of such earlier date and any representation and warranty that is qualified as to “materiality”, “Material

Adverse Effect” or similar language shall be true and correct in all respects (after giving effect to any

qualification therein)).

6.13Refinancing. Substantially simultaneously with the Borrowing of the Initial Term Loans,

the Refinancing shall be consummated.

6.14Public Offering. The public offering of Ultimate Parent shall have been consummated

prior to the Closing Date (or shall be consummated substantially concurrently with the Borrowing of

Initial Term Loans on the Closing Date).

For purposes of determining compliance with the conditions specified in this Section 6on 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.

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.

Section 7.Conditions Precedent to All Credit Events after the Closing Date.

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 Sections 3.3and 3.4) and the obligation of the Letter of Credit Issuer to issue,

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increase or extend 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

after giving effect thereto (other than any Credit Event on the Closing Date or made pursuant to

Section 2.14or 2.15(which shall be subject to the applicable terms of Sections 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

relate to an earlier date, in which case such representations and warranties shall have been 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) as of such

earlier date).

7.2Loan Notice.

(a)Prior to the making of each Term Loan after the Closing Date, the Administrative Agent

shall have received a Loan Notice meeting the requirements of Section 2.3.

(b)Prior to the making of each Revolving Credit Loan (other than any Revolving Credit

Loan made pursuant to Section 3.4(a)) and each Swingline Loan, the Administrative Agent shall have

received a Loan Notice meeting the requirements of Section 2.3.

(c)Prior to the issuance of each Letter of Credit the Administrative Agent and the Letter of

Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(a).

The acceptance of the benefits of each Credit Event (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 Section 7.1have been satisfied as of that time.

Section 8.Representations and Warranties

In order to induce the Lenders to enter into this Agreement and to make the Loans, the Swingline

Loans and issue or participate in Letters of Credit as provided for herein, the Borrower makes the

following representations and warranties to the Lenders, all of which shall survive the execution and

delivery of this Agreement, the making of the Loans and the issuance of the Letters of Credit:

8.1Corporate Status.  Each of the Credit Parties (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

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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 has the corporate or other

organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit

Documents to which it is a party and has taken all necessary corporate or other organizational action to

authorize the execution, delivery and performance of the Credit Documents to which it is a party.  Each 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

any such contravention that would not reasonably be expected to result in a Material Adverse Effect,

(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

or (c) violate in any material respect 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 the Borrower, threatened in writing against Holdings, the Borrower 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.

Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not

more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its

Subsidiaries on a consolidated basis) subject to the provisions of Section 10.2or Section 10.4or subject

to any restriction contained in any agreement or instrument between the Borrower and any Lender or any

Affiliate of any Lender relating to Indebtedness and within the scope of Section 11.4will be margin

stock.

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.

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8.7Investment Company Act.  None of Holdings, the Borrower or any other Restricted

Subsidiary is an “investment company” within the meaning of the Investment Company Act of 1940, as

amended.

8.8True and Complete Disclosure.

(a)None of the written factual information and written data (taken as a whole) concerning

Holdings, the Borrower, the Restricted Subsidiaries and their respective businesses heretofore or

contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the other Restricted

Subsidiaries or any of their respective authorized representatives to the Administrative Agent, any Joint

Lead Arranger and Joint 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 was, when furnished, incorrect in any material

respect or 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 Section 8.8(a),

such factual information and data shall not include (i) pro forma financial information, projections,

estimates (including financial estimates, forecasts and other 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.

(b)The financial projections, forecasts, budgets and other forward-looking information

provided by or on behalf of Holdings, the Borrower or its Subsidiaries to the Administrative Agent or any

Lender prior to the Closing Date were prepared in good faith based upon estimates and assumptions

believed by the Borrower to be reasonable at the time such information was furnished to the

Administrative Agent or such Lender (it being understood and agreed that financial projections, estimates

and forecasts are subject to significant uncertainties and contingencies, many of which are beyond the

Borrower’s control, are not a guarantee of financial performance, actual results may differ therefrom and

such differences may be material).

8.9Financial Condition; Financial Statements.

(a)The Historical Financial Statements, in each case, present fairly in all material respects

the consolidated financial position of the Borrower (or, in the case of the financials described in clause (i)

of the definition of Historical Financial Statements, Accelevation Holding Company, LLC) 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).

(b)There has been no Material Adverse Effect since the Closing Date.

Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its

Subsidiaries may be required to restate Historical Financial Statements as the result of the implementation

of changes in GAAP or the respective interpretation thereof, and that such restatements will not result in a

Default or an Event of Default under the Credit Documents.

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8.10Compliance with Laws.

(a)Each Credit Party and its Restricted Subsidiaries 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”), in all material respects and (b) is in compliance with the Anti-Money Laundering Laws in all

material respects.

8.11Tax Matters.  (a) Each of Holdings, the Borrower 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 (i) being contested in good faith and by proper proceedings if it has maintained

adequate reserves (in the good faith judgment of management of Holdings, the Borrower or such

Restricted Subsidiary, as applicable) with respect thereto in accordance with GAAP and it can lawfully

withhold such payment or (ii) the non-filing or non-payment of which would not reasonably be expected,

either individually or in the aggregate, to have a Material Adverse Effect and (b) each of Holdings, the

Borrower and the Restricted Subsidiaries has provided adequate reserves (in the good faith judgement of

management of Holdings, the Borrower or such Restricted Subsidiary, as applicable) in accordance with

GAAP for the payment of all Taxes not yet due and payable.  There is no current or proposed Tax

assessment, deficiency or other claim against Holdings, the Borrower 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

Adverse Effect, (i) each Plan is in compliance with the terms of such Plan and the applicable provisions

of ERISA, the Code and the regulations thereunder, and (ii) no ERISA Event has occurred or is

reasonably expected to occur.

8.13Subsidiaries.  Schedule 8.13lists each Subsidiary of Holdings (and the direct and indirect

ownership interest of Holdings therein), in each case existing on the Closing Date after giving effect to

the Transactions.

8.14Intellectual Property.  Each of the Borrower and the other Restricted Subsidiaries own or

have the right to use all Intellectual Property that is used in or otherwise necessary for the operation of

their respective businesses as currently conducted, except where the failure 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 the Borrower, the operation of their respective businesses by each of the Borrower 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.

8.15Environmental Laws.

(a)Except as would not reasonably be expected to have a Material Adverse Effect: (i) each

of the Borrower and the other Restricted Subsidiaries and their respective operations and properties is in

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compliance with all applicable Environmental Laws; (ii) none of the Borrower or any Restricted

Subsidiary is subject to any pending, or, to the knowledge of the Borrower, threatened Environmental

Claim; and (iii) none of the Borrower or any Restricted Subsidiary is conducting any investigation,

removal, remedial or other corrective action pursuant to any Environmental Law at any location.

(b)None of the Borrower or any of the Restricted Subsidiaries has treated, stored,

transported, Released or arranged for disposal or transport for disposal or treatment of Hazardous

Materials at, on, under or from any property currently or formerly owned or operated by the Borrower or

any of the Restricted Subsidiaries nor, to the knowledge of the Borrower, has there been any other

Release of Hazardous Materials at, on, under or from any such properties, in each case, in a manner that

would reasonably be expected to have a Material Adverse Effect.

8.16Properties.

(a) Each of the Borrower 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.

(b)[reserved].

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, the Borrower 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, Swingline 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 Holdings the Borrower and 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 the Borrower 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 contingent

liabilities permitted to be incurred under this Agreement that would not reasonably be expected to have a

Material Adverse Effect.

8.20Labor Matters.  Except as could not reasonably be expected to have, individually or in the

aggregate, a Material Adverse Effect, there are no labor strikes or similar union labor disputes against any

of the Borrower or the Restricted Subsidiaries by their respective employees pending or, to the knowledge

of the Borrower 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

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List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry

into, or performance under, this Agreement or any other Credit Document would be prohibited under U.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.

Section 9.Affirmative Covenants.

The Borrower, each of the Borrower’s 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. The Borrower will furnish to the Administrative Agent (which

shall promptly make such information available to the Lenders in accordance with its customary practice):

(a)Annual Financial Statements.  As soon as available and in any event within 120 days

after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31,

2026 (or, if earlier, the date that is five (5) Business Days after the reporting date for such information

required by the SEC, including after giving effect to any extension pursuant to any securities law,

including pursuant to Rule 12b-25 of the Securities Exchange Act of 1934), the consolidated balance

sheet of the Borrower 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, 2027, setting forth

comparative consolidated figures for the preceding fiscal year (for the fiscal year ending December 31,

2026, in the form available, which may include a predecessor entity), all in reasonable detail and prepared

in accordance with GAAP, and, in each case, certified by an independent certified public accountants of

recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the

status of the Borrower or any of the Restricted Subsidiaries as a going concern (other than any

qualification, that is with respect to, or resulting from, (i) an upcoming maturity date under any

Indebtedness, (ii) any potential inability to satisfy a financial maintenance covenant on a future date or in

a future period, (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted

Subsidiary, (iv) a change in accounting principles or practices reflecting a change in GAAP and required

or approved by such independent certified public accounts, or (v) an “emphasis of matter” paragraph).

(b)Quarterly Financial Statements.  As soon as available and in any event on or before the

date that is 60 days (or 75 days for the fiscal quarter of the Borrower ending September 30, 2026 (subject

to up to a 30 days extension as the Administrative Agent mayagree in its reasonable discretion) after the

end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the

fiscal quarter ended September 30, 2026  or, if earlier, the date that is five (5) Business Days after the

reporting date for such information required by the SEC, including after giving effect to any extension

pursuant to any securities law, including pursuant to Rule 12b-25 of the Securities Exchange Act of

1934), the consolidated balance sheets of the Borrower and the Restricted Subsidiaries as at the end of

such fiscal quarter and the related consolidated statements of income for such 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,

2028, setting forth comparative consolidated figures for the related periods in the prior fiscal year (for the

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fiscal year ending December 31, 2026, in the form available, which may include a predecessor entity) or,

in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year,

all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material

respects the financial condition, results of operations and cash flows of the Borrower and its Restricted

Subsidiaries 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)[Reserved].

(d)Compliance Certificates.  Not later than five days after the delivery of the financial

statements provided for in Sections 9.1(a)and (b)(in the case of the first three fiscal quarters of any fiscal

year only), a Compliance Certificate signed by an Authorized Officer of the Borrower to the effect that to

their knowledge, no Event of Default exists or, if any 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,

and (ii) commencing with the fiscal quarter ending March 31, 2027, the Consolidated Total Debt to

Consolidated EBITDA Ratio and the Consolidated Fixed Charge Coverage Ratio and underlying

calculations in connection therewith.

(e)Changes in Credit Party Information. Holdings or the Borrower will furnish to the

Administrative Agent prompt written notice (and in any event within ninety (90) days after such change,

or such longer period as the Administrative Agent may reasonably agree) of any change (i) in any Credit

Party's legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of

incorporation or organization of any Credit Party or in the form of its organization or (iii) in any Credit

Party's organizational identification number, to the extent that such Credit Party is organized in a

jurisdiction where an organizational identification number is required to be included in a Uniform

Commercial Code financing statement for such jurisdiction.

(f)Notice of Default or Litigation. Promptly after an Authorized Officer of Holdings, the

Borrower or any of the Restricted Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of

any event that constitutes a Default or Event of Default, which notice shall specify the nature thereof and

what action Holdings, the Borrower proposed to take with respect thereto and (ii) any litigation or

governmental proceeding pending against the Borrower 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 Holdings, the Borrower

or any of the Restricted Subsidiaries obtains actual knowledge of any one or more of the following

environmental matters, unless such environmental matters would not reasonably be expected to result in a

Material Adverse Effect, notice of:

(i)any pending or threatened Environmental Claim against any Credit Party or any

Restricted Subsidiary; 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 by any Credit Party or any Restricted Subsidiary.

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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 the Borrower or any of the Restricted Subsidiaries (other than amendments to any

registration statement (to the extent such registration statement, in the form it becomes effective, is

delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any

registration statements on Form S-8) and copies of all financial statements, proxy statements, notices, and

reports that the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly

issued debt of the Borrower and/or any of the Restricted Subsidiaries, in their capacity as such holders,

lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent

pursuant to this Agreement) and, with reasonable promptness, such other information (financial or

otherwise, 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 the Borrower 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 agreement or (iii) that is subject to

attorney client or similar privilege or constitutes attorney work product.

Notwithstanding the foregoing, the obligations in clauses (a)and (b)of this Section 9.1may be

satisfied with respect to financial information of the Borrower and its Restricted Subsidiaries by

furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or(B)

the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable,

filed with the SEC; provided that, with respect to each of subclauses (A)and (B)of this paragraph, to the

extent such information relates to a parent of the Borrower, such information is accompanied by

consolidating or other information that explains in reasonable detail the differences between the

information relating to such parent, on the one hand, and the information relating to the Borrower and 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 Section 9.1(to the

extent any such documents are included in materials otherwise filed with the SEC) may be delivered

electronically and, if so delivered, shall be deemed to have been delivered on the earliest date on which

(i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the

Internet; (ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another

website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,

third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements

and/or other documents are posted on the SEC’s website on the internet at www.sec.gov; providedthat

(A) the Borrower shall, at the request of the Administrative Agent, continue to deliver copies (which

delivery may be by electronic transmission) of such documents to the Administrative Agent and (B) the

Borrower shall notify (which notification may be by facsimile or electronic transmission) the

Administrative Agent of the posting of any such documents on any website described in this paragraph.

Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of

paper copies of such documents from the Administrative Agent and maintaining its copies of such

documents.

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Each Credit Party hereby acknowledges and agrees that, unless the Borrower notifies the

Administrative Agent in advance, all financial statements and certificates furnished pursuant to

Sections 9.1(a), (b)and (d)above are hereby deemed to be suitable for distribution, and to be made

available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not

containing any material nonpublic information; providedthat any failure by the Borrower to so notify the

Administrative Agent shall not constitute a Default or Event of Default.

9.2Books, Records, and Inspections.  The Borrower will, and will cause each Restricted

Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required

Lenders to visit and inspect any of the properties or assets of the Borrower and any such 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 the Borrower and any such Restricted Subsidiary and discuss the affairs, finances and accounts

of Holdings, the Borrower 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 of the Required Lenders may exercise

rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent

shall not exercise such rights more than one time in any calendar year, which such visit will be at the

Borrower’s expense, and (c) notwithstanding anything to the contrary in this Section 9.2, none of the

Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection,

examination or making copies or abstracts of, or discussion of, any document, information or other matter

that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of

which disclosure to the Administrative Agent or any Lender (or their respective representatives or

contractors) is prohibited by law or any agreement binding on a third party or (iii) is subject to attorney-

client or similar privilege or constitutes attorney work product; provided, further, that when an Event of

Default exists, the Administrative Agent (or any of its respective representatives or independent

contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of

the Borrower at any time during normal business hours and upon reasonable advance notice.  The

Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in

any discussions with the Borrower’s independent public accountants.

9.3Maintenance of Insurance. (a)  Holdings and the Borrower will, and will cause each

Restricted Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance

arrangements or with insurance companies that the Borrower believes (in the good faith judgment of the

management of the Borrower) are financially sound and responsible at the time the relevant coverage is

placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the

Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent

in light of the size and nature of its business and the availability of insurance on a cost-effective basis)

and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith

judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its

business and the availability of insurance on a cost-effective basis; and will furnish to the Administrative

Agent, promptly following written request from the Administrative Agent, information presented in

reasonable detail as to the insurance so carried.  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 clause or endorsement

that names the Collateral Agent, on behalf of the Secured Parties, as the loss payee thereunder.

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9.4Payment of Taxes.  Each of Holdings and the Borrower will pay and discharge or cause

to be paid and discharged, and will cause each of the Restricted Subsidiaries to pay and discharge, all

Taxes imposed upon it (including in its capacity as a withholding agent) or upon its income or profits, or

upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful

claims in respect of any Taxes imposed, assessed or levied that, if unpaid, would reasonably be expected

to become a Lien (other than a Permitted Lien) upon any properties of Holdings, the Borrower or any of

the Restricted Subsidiaries; providedthat none of Holdings, the Borrower 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, the Borrower 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.  Holdings and the Borrower will, and will cause each

Restricted Subsidiary to, take all actions necessary (a) to preserve and keep in full force and effect its

existence, organizational rights and authority and (b) to maintain its rights, privileges (including its good

standing (if applicable)), permits, licenses and franchises necessary in the normal conduct of its business,

in each case, except to the extent that the failure to do so would not reasonably be expected to have a

Material Adverse Effect; provided, however, that the Borrower and its 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.  Holdings and the Borrower will, and will

cause each Restricted Subsidiary to, (a) comply with all applicable laws, rules, regulations, and orders

applicable to it or its property and all governmental approvals or authorizations required to conduct its

business, and to maintain all such governmental approvals or authorizations in full force and effect,

(b) comply with all Environmental Laws and obtain and comply with and maintain any and all licenses,

approvals, notifications, registrations or permits required by Environmental Laws and (c) conduct and

complete all investigations, studies, sampling and testing, and all remedial, removal and other actions, 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 Section 9.6, where the failure to do so would

not reasonably be expected to result in a Material Adverse Effect.

9.7ERISA.  Where applicable, (a) following reasonable request by the Administrative Agent

for such documents, the Borrower will furnish to the Administrative Agent promptly following the receipt

thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Credit Party or

any of its Restricted Subsidiaries has requested with respect to any Multiemployer Plan to which a Credit

Party or any of its Restricted Subsidiaries is obligated to contribute; providedthat if the Credit Parties or

any of their Restricted Subsidiaries have not requested such documents or notices from the administrator

or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative

Agent, the Credit Parties shall promptly make a request for such documents or notices from such

administrator or sponsor and the Borrower shall provide copies of such documents and notices to the

Administrative Agent promptly after receipt thereof; provided, further, that the rights granted to the

Administrative Agent in this Section 9.7 shall be exercised not more than once during a 12-month period,

and (b) the Borrower 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 a Material Adverse Effect.

9.8Maintenance of Properties.  The Borrower will, and will cause each of the Restricted

Subsidiaries to, keep and maintain all tangible property material to the conduct of its business in good

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working order and condition, ordinary wear and tear, casualty and condemnation excepted, except to the

extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

9.9[Reserved].

9.10Additional Guarantors and Grantors.  Subject to any applicable limitations set forth in the

Security Documents, the Borrower 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

the Borrower may at its option cause any other Restricted Subsidiary that is a Discretionary Guarantor, 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 Section 9.13(d)in the case of such

Credit Parties.  For the avoidance of doubt, notwithstanding anything to the contrary in any Credit

Document, neither the Borrower 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, the Borrower, in its sole discretion, may designate Restricted Subsidiaries as

Discretionary Foreign Guarantors in accordance with this Agreement and, in connection with any such

designation, the Borrower 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 the Borrower

and the Administrative Agent.

9.11Pledge of Additional Stock and Evidence of Indebtedness.  Subject to any applicable

limitations set forth in the Security Documents and other than (x) when in the reasonable determination of

the Administrative Agent and the Borrower (as agreed to in writing), the cost or other consequences of

doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the

extent doing so would result in adverse tax consequences (that are not de minimis) as reasonably

determined by the Borrower in consultation with the Administrative Agent, Holdings and the Borrower

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, the

Borrower or any other Credit Party, (ii) all evidences of Indebtedness in excess of $15,000,000and

(iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of

$15,000,000of Holdings, the Borrower or any Subsidiary that is owing to Holdings, the Borrower or any

other Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations,

accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security

Documents.  Notwithstanding the foregoing, any promissory note among Holdings, the Borrower 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.

9.12Use of Proceeds.

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(a)The Borrower will use the proceeds of the Initial Term Loans, the Revolving Loans (if

any), and, at its option, cash on hand, on the Closing Date to (i) effect the Refinancing, (ii) to pay

Transaction Expenses and (iii) for working capital and general corporate purposes.

(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.

9.13Further Assurances.

(a)Subject to the terms of Sections 9.10and 9.11, this Section 9.13and the Security

Documents, the Borrower 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 the Borrower

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)Subject to any applicable limitations set forth in the Security Documents and other than

(x) when in the reasonable determination of the Administrative Agent and the Borrower (as agreed to in

writing), the cost or other consequences of doing so would be excessive in view of the benefits to be

obtained by the Lenders therefrom or (y) to the extent doing so would result in adverse tax consequences

(that are not de minimis) as reasonably determined by the Borrower in consultation with the

Administrative Agent, if any assets (other than Excluded Property) are acquired by the Borrower or any

other Credit Party after the Closing Date (other than assets constituting Collateral under a Security

Document that become subject to the Lien of the applicable Security Document upon acquisition thereof)

that are of a nature secured by a Security Document, the Borrower will notify the Collateral Agent, and, if

requested by the Collateral Agent, the Borrower will cause such assets to be subjected to a Lien securing

the Obligations and will take, and cause the other applicable Credit Parties to take, such actions as shall

be necessary or reasonably requested by the Collateral Agent, as soon as commercially reasonable but in

no event later than 90 days 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)[reserved].

(d)Post-Closing Covenant.  Each of Holdings and the Borrower agrees that it will, or will

cause its relevant Restricted Subsidiaries to, complete each of the actions described on Schedule 9.13as

soon as commercially reasonable and by no later than the date set forth on Schedule 9.13with respect to

such action or such later date as the Administrative Agent may reasonably agree.

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9.14[Reserved].

9.15Anti-Corruption, Etc.  Within 90 days of commencing material business operations

outside of the United States, the Borrower shall adopt and maintain in effect policies and procedures

reasonably designed to promote and achieve compliance by Holdings, the Borrower, its Subsidiaries and

their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable

Sanctions, and Holdings, the Borrower, its Subsidiaries and their respective officers and directors and, to

the knowledge of the Borrower, employees and agents, shall comply with Anti-Corruption Laws in all

material respects and with applicable Sanctions.  Holdings, the Borrower 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.

Section 10.Negative Covenants.

The Borrower 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.  The Borrower 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)Indebtedness arising under the Credit Documents;

(b)[reserved];

(c)Indebtedness (including any unused commitment and any Capitalized Lease Obligations)

outstanding on the Closing Date (i) in an aggregate principal or committed amount not in excess of

$2,000,000 individually or (ii) listed on Schedule 10.1(together with any Refinancing Indebtedness in

respect thereof);

(d)(i) Indebtedness (including Capitalized Lease Obligations and purchase money

Indebtedness)), Disqualified Stock and preferred stock incurred or issued by the Borrower or any

Restricted Subsidiary, to finance (or refinance) the purchase, lease, construction, installation,

maintenance, replacement or improvement of property (real or personal) or equipment that is used or

useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any

Person owning such assets and Indebtedness arising from the conversion of the obligations of the

Borrower or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-

balance sheet Indebtedness of the Borrower or such Restricted Subsidiary, in an aggregate principal

amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock

and preferred stock then outstanding and incurred or issued pursuant to this clause (d)and all Refinancing

Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and preferred stock

incurred pursuant to this clause (d), does not exceed the sum of (A) greater of (x) $47,600,000and

(y) 35% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma

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Basis) at the time of incurrence (together with any Refinancing Indebtedness in respect thereof and all

accrued interest, fees and expenses) and (ii) Indebtedness arising out of Permitted Sale Leasebacks;

(e)Indebtedness incurred by the Borrower or any Restricted Subsidiary (including L/C

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, health, disability or other employee benefits or property, casualty or liability insurance or

self-insurance or other Indebtedness with respect to reimbursement or indemnification type obligations

regarding workers’ compensation claims, deferred compensation, health, disability or other employee

benefits or property, casualty or liability insurance or self-insurance;

(f)Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary

providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case,

incurred or assumed in connection with the acquisition or disposition of any business, assets or a

Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or

any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(g)Indebtedness, Disqualified Stock or preferred stock of the Borrower or a Restricted

Subsidiary owing to the Borrower or another Restricted Subsidiary; providedthat if the Borrower 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 reasonably satisfactory to the Administrative Agent such Indebtedness under this paragraph (g)

shall be permitted to the extent permitted as an Investment pursuant to Section 10.6) (other than by

reference to this Section 10.1(g))); provided, further, that any subsequent issuance or transfer of any

Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a

Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Borrower

or another Restricted Subsidiary) 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 the Borrower 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 the Borrower or another Restricted

Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred stock not permitted

by this clause;

(i)Hedging Obligations entered into in the ordinary course of business (excluding Hedging

Obligations entered into for speculative purposes) and obligations in respect of Cash Management

Services;

(j)(i) obligations in respect of self-insurance, performance, bid, appeal, and surety bonds

(including Bonding Obligations) and completion guarantees and similar obligations provided by the

Borrower or any Restricted Subsidiary in the ordinary course of business or consistent with past or

industry practice (in each case, as determined by the Borrower in good faith) or (ii) obligations in respect

of letters of credit, bankers’ acceptances, warehouse receipts, bank guarantees or similar instruments

related thereto, in each case, in the ordinary course of business or consistent with past practice;

(k)Indebtedness, Disqualified Stock or preferred stock of the Borrower or any Restricted

Subsidiary in an aggregate principal amount not to exceed (together with any Refinancing Indebtedness in

respect thereof) the greater of (x) $47,600,000 and (y) 35% of Consolidated EBITDA for the most

recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence;

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(l)Indebtedness incurred or issued to refinance any Indebtedness incurred under clause (c)

or (d)or (k)above, this clause (l), and clauses (m), (q), (v)(subject to the terms set forth in clause (v)),

(x),(y),and (dd)below or any Indebtedness 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 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 the Borrower that is not a Guarantor that refinances

Indebtedness of the Borrower 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 the Borrower and the Administrative Agent;

(m)Indebtedness of Persons that are acquired by the Borrower or any Restricted Subsidiary

or merged into or consolidated with the Borrower or any 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 acquires the assets of such

Person in connection with such Permitted Acquisition or other investment) and (z) at the time such

Indebtedness is incurred, the Borrower is in Pro Forma Compliance with the Financial Covenants;

(n)Indebtedness arising from the honoring by a bank or other financial institution of a check,

draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(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 the Borrower to the extent

required by law or in connection with any statutory filing or the delivery of audit opinions performed in

jurisdictions other than within the United States 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 $750,000at any time outstanding;

(p)(1) any guarantee by the Borrower or a Restricted Subsidiary of Indebtedness or other

obligations of any Restricted Subsidiary so long as in the case of a guarantee of Indebtedness by a

Restricted Subsidiary that is not a Guarantor, such Indebtedness could have been incurred directly by the

Restricted Subsidiary providing such guarantee or (2) any guarantee by a Restricted Subsidiary of

Indebtedness of the Borrower;

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(q)Indebtedness of Restricted Subsidiaries that are not Guarantors (together with any

Refinancing Indebtedness in respect thereof ) in the aggregate not to exceed the greater of (x)

$20,400,000 and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated

on a Pro Forma Basis) at the time of incurrence;

(r)Indebtedness of the Borrower or any of the Restricted Subsidiaries consisting of (i) the

financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements in each

case, incurred in the ordinary course of business or consistent with past practice;

(s)(i) Indebtedness of the Borrower or any of the Restricted Subsidiaries undertaken in

connection with cash management and related activities with respect to any Subsidiary or joint venture in

the ordinary course of business, including with respect to financial accommodations of the type described

in the definition of “Cash Management Services” and (ii) Indebtedness owed on a short term basis of no

longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of

the Borrower and its Restricted Subsidiaries with such banks or financial institutions that arises in

connection with ordinary banking arrangements to manage cash balances of the Borrower and its

Restricted Subsidiaries;

(t)Indebtedness consisting of Indebtedness issued by the Borrower or any of the Restricted

Subsidiaries to future, current or former officers, directors, managers and employees thereof, their

respective estates, spouses or former spouses, in each case to finance the purchase or redemption of

Capital Stock of the Borrower or any direct or indirect parent company of the Borrower 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 Specified Event of

Default exists on the date such Indebtedness is incurred), Indebtedness in respect of (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 ranks 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) the principal amount of any such Indebtedness is not increased

above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal

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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)so long as no Specified Event of Default has occurred and is continuing, 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 passubasis

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 3.00 to 1.00,

(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 3.50 to 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 4.00 to 1.00;

providedthe amount of Indebtedness that may be incurred pursuant to this clause (x)by Restricted

Subsidiaries that are not Guarantors or secured by assets other than Collateral (in each case, together with

Refinancing Indebtedness in respect thereof) shall not exceed the greater of (x) $20,400,000 and (y) 15%

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

the time of incurrence;provided, further, that that any such Indebtedness otherwise complies with the

definition of Permitted Other Indebtedness;

(y)unsecured Indebtedness, Disqualified Stock and preferred stock of the Borrower 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 the Borrower since immediately after the

Closing Date from the issue or sale of Capital Stock of the Borrower or cash contributed to the capital of

the Borrower (in each case, other than proceeds of Cure Amounts, Disqualified Stock, sales of Capital

Stock to the Borrower or any of its Subsidiaries or the Excluded Contribution Amount) 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 clauses to make Restricted Payments,

Investments or prepayments of Junior Debt pursuant to Section 10.5, 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;

(cc)Indebtedness representing deferred compensation to employees of the Borrower 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

course working capital facilities of Foreign Subsidiaries that are non-recourse to the Borrower or any

Guarantorin an aggregate amount not to exceed (together with any Refinancing Indebtedness in respect

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thereof) the greater of $13,600,000 and 10% of Consolidated EBITDA for the most recently ended Test

Period (calculated on a Pro Forma Basis);

(ee)[reserved];

(ff)[reserved];

(gg)Indebtedness incurred for the benefit of joint ventures (regardless of the form of legal

entity) in an aggregate principal amount not to exceed (i) the greater of (x) $34,000,000 and (y) 25% of

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

outstanding at any time and (ii) any Refinancing Indebtedness in respect thereof;

(hh)to the extent Indebtedness, obligations of any Subsidiary incurred pursuant to a

Receivables Facility or a Qualified Securitization Financing permitted under clause (t)of the definition of

“Asset Sale”.

Accrual of interest (including “paid-in-kind” interest) or dividends, the accretion of accreted value, the

accretion or amortization of original issue discount and the payment of interest or dividends in the form of

additional Indebtedness 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

incurred pursuant to clauses (a)and (y)above shall be deemed to include additional Indebtedness incurred

to pay premiums (including reasonable tender premiums), defeasance costs, fees and expenses in

connection with such refinancing.

For purposes of determining compliance with this Section 10.1: (i) in the event that all or any portion of

Indebtedness, Disqualified Stock or preferred stock (or any portion thereof) meets the criteria of more

than one of the categories of permitted Indebtedness, Disqualified Stock or preferred stock described in

clauses (a)through (hh)above or is entitled to be incurred pursuant Section 10.1(x), such Indebtedness,

Disqualified Stock or preferred stock (or any portion thereof) shall reclassify (including within the

definition of Maximum Incremental Facilities Amount) all or a portion of such item of Indebtedness,

Disqualified Stock or preferred stock (or any portion thereof) and will only be required to include the

amount and type of such Indebtedness, Disqualified Stock or preferred stock in one of the above

clauses or paragraphs; and (ii) at the time of incurrence or issuance or at the time of any reclassification,

the Borrower will be entitled to divide and classify (or reclassify) all or a portion of Indebtedness in more

than one of the types of Indebtedness, Disqualified Stock or preferred stock described in this Section 10.1.

10.2Limitation on Liens.  The Borrower 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 the Borrower or any Restricted Subsidiary, whether now

owned or hereafter acquired, except:

(a)Liens securing the Obligations pursuant to the Security Documents;

(b)Permitted Liens;

(c)Liens existing on the Closing Date (i) securing obligations in an aggregate amount not in

excess of $2,000,000 or (ii) listed on Schedule 10.2(c)and, in each case, any modifications, replacements,

renewals, refinancings or extensions thereof;

(d)Liens existing at the time such property is acquired on property acquired by the Borrower

or any of the Restricted Subsidiaries after the Closing Date or Liens existing on Property of a Person

immediately prior to such Person being consolidated with or merged into the Borrower or any of the

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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 Liens will not otherwise

cause a Default or Event of Default hereunder;

(e)the renewal or extension of Liens permitted by clauses (c)and (d)above; providedthat (i)

the Lien does not extend to any additional property other than (A) after-acquired property that is affixed

or incorporated into the property covered by such Lien or financed by Indebtedness permitted under

Section 10.1, and (B) proceeds and products thereof; and (ii) the renewal, extension or refinancing of the

obligations secured or benefited by such Liens is not prohibited by Section 10.1; providedfurther that

such individual financings of equipment provided by one Lender may be cross collateralized to other such

financings of equipment provided by such Lender.

(f)Liens securing Indebtedness incurred pursuant to Section 10.1(d); providedthat (i) such

Liens secure Indebtedness incurred to finance such purchase, lease, construction, installation,

maintenance, replacement or improvement and that is permitted by Section 10.1(d), or to extend, renew or

replace such Indebtedness and that is permitted by Section 10.1(d), (ii) such Liens and the Indebtedness

secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such

purchase, lease, construction, installation, maintenance, replacement or improvement and (iii) such Liens

shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary (other than

any replacements of such property or assets and additions and accessions thereto and the proceeds and the

products thereof and customary security deposits in respect thereof and in the case of multiple financings

of equipment provided by any lender, other equipment financed by such lender);

(g)Liens securing Indebtedness on a pari passu or junior basis on the Collateral securing the

Obligations and outstanding pursuant to Section 10.1(k), subject to an Acceptable Intercreditor

Agreement or other applicable intercreditor arrangements (if any) applicable to the priority of

Indebtedness contemplated thereby, or Section 10.1(o)(iii)(including first priority liens on cash collateral

securing such Indebtedness);

(h)Liens securing Indebtedness outstanding pursuant to clauses (l), (m), (q)(providedsuch

Liens shall be limited to Liens on the assets of the Restricted Subsidiaries that are not Guarantors), (u),

(v), (w), (x), (dd)(providedsuch Lien shall be limited to Liens on the assets of the applicable Foreign

Subsidiary or Subsidiaries that incurred such local line of credit, asset based facility or other ordinary

course working capital facility) or (gg) (providedsuch Lien shall be limited to Liens on the Capital Stock

in or assets of the applicable joint venture) of Section 10.1, subject to an Acceptable Intercreditor

Agreement or other applicable customary intercreditor arrangements (if any) applicable to the priority of

Indebtedness contemplated thereby on terms reasonably acceptable to the Administrative Agent and the

Borrower;

(i)(i) Liens securing (A) Secured Hedge Obligations and Secured Cash Management

Obligations and (B) the Hedging Obligations and Cash Management Services existing on the Closing

Date as listed on Schedule 10.2(i)and (ii) Liens securing other Hedging Obligations and Cash

Management Services so long as the aggregate amount of all such Hedging Obligations and Cash

Management Services secured pursuant to this clause (ii) does not exceed the greater of $13,600,000 and

10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis);

(j)(i) Deposits securing liability to insurance carriers under insurance plans and (ii) pledges

and deposits securing liability for reimbursement or indemnification obligations of (including obligations

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in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property,

casualty or liability insurance to the Borrower or any Restricted Subsidiary;

(k)Liens solely on any cash earnest money deposits made by the Borrower or any of the

Restricted Subsidiaries in connection with any letter of intent or purchase agreement in connection with a

Permitted Acquisition;

(l)Liens on securities that are the subject of repurchase agreements constituting Cash

Equivalents;

(m)Liens that are contractual rights of set-off (a) relating to the establishment of depository

relations with banks not given in connection with the issuance of Indebtedness, (b) relating to pooled

deposits or sweep accounts of the Borrower or any of the Restricted Subsidiaries to permit satisfaction of

overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the

Restricted Subsidiaries or (c) relating to purchase orders and other agreements entered into with

customers in the ordinary course of business;

(n)Liens in favor of a Credit Party;

(o)Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the

Borrower or any Restricted Subsidiary permitted to be incurred in accordance with Section 10.1;

(p)Liens to secure any refinancing, refunding, extension, renewal or replacement (or

successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any

Indebtedness secured by any Lien referred to in clauses (a), (f), (g), (h), (solely with respect to Liens

securing Indebtedness outstanding pursuant to clause (m), (q), (u), (w), and (x)of Section 10.1) of this

Section 10.2; providedthat (a) such new Lien shall be limited to all or part of the same property that

secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such

Lien at such time is not increased to any amount greater than the sum of (1) the outstanding principal

amount or, if greater, the committed amount of the Indebtedness described in clauses (a), (f), (g)and (h)

at the time the original Lien became permitted under this Agreement, and (2) an amount necessary to pay

any fees and expenses, including premiums and accrued and unpaid interest, related to such refinancing,

refunding, extension, renewal, or replacement;

(q)Liens on equipment or vehicles of the Borrower or any Restricted Subsidiary granted in

the ordinary course of business or consistent with industry practice; and

(r)Liens securing Bonding Obligations incurred in the ordinary course of business or

consistent with past practice or industry norm and permitted under Section 10.1(j)(ii).

10.3Limitation on Fundamental Changes.  The Borrower will not, and will not permit any of

its Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up,

strike-off or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer

or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

(a)so long as (subject, in the case of a Limited Condition Transaction, to Section 1.12) no

Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the

Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower;

providedthat (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person

formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other

Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing

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under the laws of the United States, any state thereof, the District of Columbia or any territory thereof,

(2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this

Agreement and the other Credit Documents pursuant to a supplement hereto or thereto or in a form

otherwise reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other

party to such merger, amalgamation or consolidation, shall have, by a supplement to the Guarantee,

confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this

Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such

merger, amalgamation or consolidation, shall have, by a supplement to any applicable Security

Document, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to

clause (3), (4) [reserved] and (5) the Successor Borrower shall have delivered to the Administrative Agent

(x) an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements

preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the

applicable Security Documents, (y) if requested by the Administrative Agent, a customary opinion of

counsel to the effect that such merger, amalgamation, or consolidation does not violate this Agreement or

any other Credit Document and that the provisions set forth in the preceding clauses (3)and (4)preserve

the enforceability of the Guarantee and the perfection of the Liens created under the applicable Security

Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed

to, and be substituted for, the Borrower under this Agreement) and (z) (A) all reasonably requested

documentation and other information regarding the Successor Borrower as has been reasonably requested

in writing by the Administrative Agent or such Lender, as applicable, within five (5) Business Days of the

Administrative Agent or such Lender, as applicable, being provided written notice of the Successor

Borrower transaction, that they reasonably determine is required by regulatory authorities under

applicable “know your customer” and anti-money laundering rules and regulations including the Patriot

Act and (B) if the Successor Borrower qualifies as a “legal entity customer” under the Beneficial

Ownership Regulation, Beneficial Ownership Certifications reasonably requested in writing by the

Administrative Agent or any Lender;

(b)so long as no Event of Default has occurred and is continuing or would result therefrom,

any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be

merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower;

providedthat (i) in the case of any merger, amalgamation or consolidation involving one or more

Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the

Borrower shall cause the Person formed by or surviving any such merger, amalgamation or consolidation

(if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger,

amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or

surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation

and if the surviving Person is not already a Guarantor, such Person shall execute a supplement to the

Guarantee and the relevant Security Documents in form and substance reasonably satisfactory to the

Administrative Agent in order to become a Guarantor and pledgor and grantor, as applicable, thereunder

for the benefit of the Secured Parties, and (iii) the Borrower shall have delivered to the Administrative

Agent an officer’s certificate stating that such merger, amalgamation or consolidation and any such

supplements to any Security Document preserve the enforceability of the Guarantees and the perfection

and priority of the Liens under the applicable Security Documents;

(c)the Transactions may be consummated;

(d)(i) any Restricted Subsidiary that is not a Credit Party may convey, sell, lease, assign,

transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or

otherwise) to the Borrower or any Restricted Subsidiary or (ii) any Credit Party (other than the Borrower

or Holdings) may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon

voluntary liquidation or dissolution or otherwise) to any other Credit Party;

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(e)any Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any or all

of its assets (upon voluntary liquidation or dissolution or otherwise) to a Credit Party (other than

Holdings); providedthat the consideration for any such disposition by any Person other than a Guarantor

shall not exceed the fair value of such assets (as determined by the Borrower in good faith);

(f)the Borrower and the Restricted Subsidiaries may consummate a merger, dissolution,

liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the purpose

of which is to effect an Asset Sale permitted by Section 10.4(other than by reference to clause (b) of the

definition of “Asset Sale”) or an investment permitted pursuant to Section 10.6other than Section

10.6(a)(a));

(g)any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good