SIXTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

SIXTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

THIS SIXTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT , dated as

of July 10, 2024 (this “ Amendment ”), by and among GOODRX, INC., a Delaware corporation (the

“ Borrower ”), GOODRX INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company

(“Holdings”), the other Guarantors party hereto, BARCLAYS BANK PLC (“ Barclays ”), as

Administrative Agent (in such capacity, the “ Administrative Agent ”), the lender identified on Schedule A

hereto (the “ 2024 New Term Loan Lender ”), the lenders listed on each of the signature pages hereto as

2024 Term Lenders (the “ 2024 Term Lender ” and, together with the 2024 New Term Loan Lender, the

“ 2024 Term Loan Lenders ”), the Issuing Banks party hereto, the Swingline Lender and the Revolving

Lenders party hereto, amends that certain First Lien Credit Agreement, dated as of October 12, 2018 (as

amended by that certain First Incremental Credit Facility Amendment to First Lien Credit Agreement,

dated as of November 1, 2019, that certain Second Incremental Credit Facility Amendment to First Lien

Credit Agreement, dated as of May 12, 2020, that certain Third Amendment to First Lien Credit

Agreement, dated as of June 29, 2023, that certain Fourth Amendment to First Lien Credit Agreement,

dated as of July 7, 2023, that certain Fifth Amendment to First Lien Credit Agreement, dated as of

February 20, 2024, and as further amended, restated, amended and restated, supplemented or otherwise

modified prior to the date hereof, the “ Credit Agreement ”), by and among the Borrower, Holdings, the

Guarantors party thereto, the Lenders party thereto and the Administrative Agent and the Collateral

Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth

in the Credit Agreement after giving effect to this Amendment.

RECITALS

WHEREAS , the Borrower has entered into (i) that certain Amended and Restated

Engagement Letter, dated July 10, 2024 (the “ 2024 Engagement Letter ”), with Xxxxxx Xxxxxxx Senior

Funding, Inc., Xxxxxxx Xxxxx Bank USA, Barclays Bank PLC, Citigroup Global Markets Inc., JPMorgan

Chase Bank, N.A., BofA Securities, Inc., N.A., KKR Capital Markets LLC and KKR Corporate Lending

(CA) LLC (collectively, the “ Sixth Amendment Engagement Parties ”) and (ii) each fee letter with the

Sixth Amendment Engagement Parties associated therewith (collectively, the “ Sixth Amendment Fee

Letters ”);

WHEREAS , (i) pursuant to and in accordance with Section 2.20 of the Credit

Agreement, the Borrower hereby notifies the Administrative Agent that it has requested that the 2024

Term Loan Lenders provide, on the Effective Date (as defined below), Incremental Term Loans in an

aggregate principal amount of $500,000,000 (the “ 2024 Term Loan Commitments ” and the loans

thereunder, the “ 2024 Term Loans ”; the 2024 Term Loan Commitments, together with the 2024 Term

Loans, the “ 2024 Term Loan Facility ”), whereupon the 2024 Term Loans will be established as a new

tranche of Term Loans and shall constitute “2024 Term Loans” and “Term Loans” for all purposes under

the Amended Credit Agreement (as defined below) and (ii) the 2024 Term Loans shall be used to (x)

together with cash on hand at the Borrower, repay in full the Term Loans outstanding under the Credit

Agreement immediate prior to the Effective Date (the “ Existing Term Loans ”) and pay all accrued and

unpaid interest on, and all fees and other amounts owing in respect of, the Existing Term Loans (clause

(x), the “ Term Loan Refinancing ”), (y) pay premiums, fees and expenses in connection with the foregoing

transactions and (z) for working capital and general corporate purposes;

WHEREAS , as of the date hereof and immediately prior to giving effect to the

transactions contemplated hereby, each of the 2024 Term Lenders that is an Initial Term Lender (as

defined in the Credit Agreement immediately prior to giving effect to this Amendment) holding Existing

Exhibit 10.1

Term Loans seeks to consent to this Amendment and convert all (or such lesser amount as the Sixth

Amendment Engagement Parties may allocate to such 2024 Term Lender) of its Existing Term Loans into

2024 Term Loans on the Effective Date;

WHEREAS , pursuant to and in accordance with Section 2.24 of the Credit Agreement,

the Borrower has requested that each 2024 Revolving Lender party hereto agree to extend the maturity

date of each such 2024 Revolving Lender’s Revolving Commitments (the “ Extension ”);

WHEREAS , each (x) 2024 Revolving Lender party hereto (collectively, the “ 2024

Revolving Lenders ”) and (y) each Issuing Bank party hereto and the Swingline Lender hereby agrees to

the Extension; and

WHEREAS , pursuant to and in accordance with Section 2.20(d) and Section 9.02(b) of

the Credit Agreement, on the terms and subject to the conditions set forth herein, the parties hereto have

agreed to amend the Credit Agreement in the manner set forth in Section I of this Amendment (the Credit

Agreement as so amended, the “ Amended Credit Agreement ”); and

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

covenants herein contained, the parties hereto agree as follows:

Section I. AMENDMENTS TO THE CREDIT AGREEMENT

The Borrower, Holdings, the other Guarantors, the 2024 Term Loan Lenders, the other Lenders

party hereto, each 2024 Revolving Lender party hereto, each Issuing Bank party hereto, the Swingline

Xxxxxx and the Administrative Agent agree that, on the Effective Date

A. the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the

same manner as the following example: stricken text ) and to add the double-underlined text

(indicated textually in the same manner as the following example: double-underlined text ) as set

forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto; and

B. Schedules 2.01(b), 3.05, 3.13, 6.01, 6.02, 6.04, 6.05 and 6.07 to the Credit Agreement are hereby

amended and restated in their entirety as set forth in Exhibit B hereto,

provided , that, except as set forth above, the Schedules and Exhibits to the Credit

Agreement shall remain in effect without any amendment or other modification thereto.

Section II. 2024 TERM LOAN COMMITMENTS

Effective as of the Effective Date, the 2024 New Term Loan Lender hereby commits to

provide 2024 Term Loans to the Borrower on the Effective Date in Dollars in the principal amount set

forth opposite such 2024 New Term Loan Lender’s name on Schedule A annexed hereto under the

caption “2024 Term Loan Commitments”.  The 2024 Term Loan Commitment of the 2024 New Term

Loan Lender shall automatically terminate in its entirety on the Effective Date (after giving effect to the

funding of the 2024 Term Loans on such date).  The 2024 Term Loans shall have the terms set forth

herein and in the Amended Credit Agreement.

The parties hereto hereby acknowledge and agree that the 2024 Term Loans shall

constitute an Incremental Term Facility under the Credit Agreement and shall be established as a new

tranche of Term Loans under the Amended Credit Agreement. On and after the Effective Date, unless the

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context shall otherwise require, (a) the 2024 Term Loans shall be deemed to constitute “2024 Term

Loans” and “Term Loans”, (b) the 2024 Term Commitments shall be deemed to constitute “2024 Term

Loan Commitments”, “Term Commitments” and “Commitments” and (c) each of the 2024 Term Loan

Lenders shall be deemed to constitute a “2024 Term Loan Lender” and “Term Lender”, in each case, for

all purposes under the Amended Credit Agreement or any other Loan Document.

Section III. CONDITIONS TO EFFECTIVENESS

The effectiveness of this Amendment, including Section I, the obligation of the 2024

New Term Loan Lender to make the 2024 Term Loans and the agreement of the 2024 Revolving Lenders

to consent to the Extension is subject to the satisfaction or waiver of the following conditions (the date on

which all of such conditions are satisfied or waived, the “ Effective Date ”):

A. Execution .  The Administrative Agent shall have received a counterpart signature page

of this Amendment, duly executed by each of Holdings, the Borrower, each other Guarantor, each

2024 Term Loan Lender, Lenders constituting the Required Lenders, each 2024 Revolving Lender,

each Issuing Bank, the Swingline Lender and the Administrative Agent.

B. Fees .  Substantially concurrently with the Effective Date, the Borrower shall have paid all

fees due and payable by the Borrower pursuant to each of the Sixth Amendment Fee Letters.

C. Expenses .  The Administrative Agent shall have received, to the extent invoiced at least

three (3) Business Days prior to the Effective Date, payment of all reasonable out-of-pocket expenses

required to be reimbursed or paid by the Borrower hereunder or any other Loan Document, including

reimbursement or other payment of all reasonable and documented out-of-pocket expenses (including

reasonable fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP,) required to be

reimbursed or paid by the Borrower hereunder or otherwise in connection with this Amendment

(which amounts may, at the Borrower’s option, be offset against the proceeds of the initial drawings

under the 2024 Term Facility).

X. Xx Event of Default .  No Default or Event of Default shall have occurred and be

continuing on the Effective Date or would result after giving effect to the making and incurrence of

the 2024 Term Loans.

E. Representations and Warranties . The representations and warranties made by each

Loan Party set forth in Article III of the Credit Agreement, in Section IV herein and in any other Loan

Document executed on or prior to the Effective Date shall be true and correct in all material respects

(except that any representation and warranty that is qualified as to “materiality” or “Material Adverse

Effect” shall be true and correct in all respects) on and as of the Effective Date with the same effect as

though made on and as of such date, except to the extent such representation or warranty expressly

relates to an earlier date in which case such representations and warranties shall be true and correct in

all material respects (except that any representation and warranty that is qualified as to “materiality”

or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date.

F. Documentary Conditions.  The Administrative Agent shall have received each of the

following, dated as of the Effective Date:

(a) a certificate of each Loan Party signed by a Responsible Officer of such

Loan Party (A) certifying and attaching the resolutions or similar consents adopted by

such Loan Party approving or consenting to this Amendment and the incurrence of the

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2024 Term Loans, (B) certifying that each Organizational Document of such Loan Party

either (x) has not been amended since the Closing Date or, in the case of any Loan Party

which is an Additional Guarantor (as defined in the Guaranty), since the date of such

Loan Party’s Joinder Agreement to the Guaranty, or (y) is attached as an exhibit to such

certificate, certified as of a recent date by the appropriate governmental official, and

certified by such Responsible Officer as being in full force and effect as of the Effective

Date, and (C) certifying (x) as to the incumbency and specimen signature of each officer

executing this Amendment and any related documents on behalf of such Loan Party or

(y) that such incumbency has not been amended since the Closing Date or, in the case of

any Loan Party which is an Additional Guarantor, since the date of such Loan Party’s

Joinder Agreement to the Guaranty;

(b) a certificate signed by a Responsible Officer of the Borrower certifying

that the conditions set forth in clauses (D) and (E) of this Section III have been satisfied;

(c) a Borrowing Request as required by Section 2.03 of the Credit

Agreement relating to the Borrowing of the 2024 Term Loans (which, notwithstanding

the terms of the Credit Agreement, may be delivered one (1) Business Day prior to the

Effective Date); and

(d) a customary written opinion (addressed to the Administrative Agent and

the Lenders and dated the Effective Date) of Xxxxxxxx & Xxxxx LLP, New York counsel

for the Loan Parties.

G. Term Loan Refinancing . Prior to or substantially concurrently with the funding of the

2024 Term Loans, the Term Loan Refinancing shall have occurred.

H. KYC. The Administrative Agent shall have received, no later than three (3) Business

Days in advance of the Effective Date, (i) all documentation and other information with respect to the

Borrower that is required by regulatory authorities under applicable “know your customer” and anti-

money laundering rules and regulations, including, without limitation, the Patriot Act, that has been

reasonably requested by any 2024 Term Loan Lender or any 2024 Revolving Lender party hereto at

least ten (10) Business Days in advance of the Effective Date and (ii) if the Borrower qualifies as a

“legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have

delivered a Beneficial Ownership Certification in relation to the Borrower.

Section IV. REPRESENTATIONS AND WARRANTIES

In order to induce (i) the 2024 Loan Lenders to enter into this Amendment and to make

the 2024 Term Loans and (ii) the 2024 Revolving Lenders to enter into this Amendment, the Loan Parties

hereto represent and warrant as of the date hereof to Administrative Agent and each Lender that the

following statements are true and correct in all material respects (or in all respects if qualified by

“materiality” or “Material Adverse Effect”):

A. Organization; Powers.   Each of the Holding Companies, the Borrower and the

Restricted Subsidiaries (a) is duly organized or incorporated and validly existing, (b) to the extent

such concept is applicable in the corresponding jurisdiction, is in good standing under the laws of the

jurisdiction of its organization or incorporation and (c) has all requisite organizational or

constitutional power and authority to (i) carry on its business as now conducted and as proposed to be

conducted and (ii) execute, deliver and perform its obligations under this Amendment, except, in the

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case of clause (b) only, where the failure to do so, individually or in the aggregate, would not

reasonably be expected to result in a Material Adverse Effect.

B. Approvals; No Conflicts.   The execution, delivery and performance by the Loan Parties

of the Loan Documents to which such Loan Parties are a party (a) do not require any material consent

or approval of, registration or filing with, or any other action by, any Governmental Authority or any

other Person, except (i) such as have been obtained or made and are in full force and effect as of the

Effective Date, (ii) filings and registrations of charges necessary to perfect Liens created under the

Loan Documents and to release existing Liens (if any), and (iii) those consents, approvals,

registrations, filings or other actions, the failure of which to obtain or make would not reasonably be

expected to result in a Material Adverse Effect, (b) will not violate any Organizational Document of

any Loan Party, (c) will not violate any Requirement of Law applicable to the Borrower or any

Restricted Subsidiary, (d) will not violate or result in a default under any indenture, agreement or

other instrument in each case constituting Material Indebtedness binding upon the Borrower or any

Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any

payment to be made by the Borrower or any Restricted Subsidiary or give rise to a right of, or result

in, termination, cancelation or acceleration of any obligation thereunder as of the Effective Date, and

(e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any

Restricted Subsidiary, except Xxxxx created under the Loan Documents and Liens permitted under

Section 6.02 of the Credit Agreement, except in the cases of clauses (c) and (d) above where such

violations, individually or in the aggregate, would not reasonably be expected to result in a Material

Adverse Effect.

C. Authorization; Enforceability . This Amendment and the Credit Agreement, as

modified hereby (and the lending transactions contemplated hereby to occur on the Effective Date),

have been duly authorized by all necessary corporate, shareholder or other organizational action by

the Holding Companies and the Borrower and constitute, and each other Loan Document to which

any Loan Party is a party has been duly authorized by all necessary corporate, shareholder or other

organizational action by such Loan Party, and each Loan Document constitutes, or when executed

and delivered by such Loan Party, will constitute, a legal, valid and binding obligation on such Loan

Party (as the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy,

insolvency, winding-up, reorganization, moratorium or other laws affecting creditors’ rights generally

and subject to general principles of equity, regardless of whether considered in a proceeding in equity

or at law.

Section V. ACKNOWLEDGMENT AND CONSENT

Each of the Borrower and each Guarantor hereby acknowledges that it has reviewed the

terms and provisions of the Credit Agreement and this Amendment and consents to the consent and

modifications contained herein and the making of the 2024 Term Loans.  Each of the Borrower and each

Guarantor hereby confirms that each Loan Document to which it is a party or otherwise bound and all

Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest

extent possible in accordance with the Loan Documents the payment and performance of all

“Obligations” under each of the Loan Documents to which it is a party (in each case as such terms are

defined in the applicable Loan Document), including without limitation, the 2024 Term Loans.

Each of the Borrower and each Guarantor acknowledges and agrees that any of the Loan

Documents (as they may be modified by this Amendment) to which it is a party or otherwise bound shall

continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable

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and shall not be impaired or limited by the execution or effectiveness of this Amendment.  Each of the

Borrower and each Guarantor represents and warrants that all representations and warranties contained in

the Credit Agreement and the Loan Documents to which it is a party or is otherwise bound are true and

correct in all material respects (except that any representation and warranty that is qualified as to

“materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the

Effective Date, to the same extent as though made on and as of that date, except to the extent such

representations and warranties specifically relate to an earlier date, in which case they were true and

correct in all material respects (except that any representation and warranty that is qualified as to

“materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such

earlier date.

Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to

effectiveness set forth in this Amendment, such Person is not required by the terms of the Credit

Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected

pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan

Document shall be deemed to require the consent of such Person to any future amendments to the Credit

Agreement.

Section VI. MISCELLANEOUS

A. Reference to and Effect on the Credit Agreement and the Other Loan Documents .

(i) On and after the Effective Date, each reference in the Credit Agreement

to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to

the Credit Agreement, and each reference in the other Loan Documents to the “Credit

Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit

Agreement shall mean and be a reference to the Credit Agreement as modified hereby.

(ii) Except for the consent, amendments and modifications expressly set

forth herein, the Credit Agreement and the other Loan Documents shall remain

unchanged and in full force and effect and are hereby ratified and confirmed and this

Amendment shall not be considered a novation.  The consent, amendments and

modifications set forth herein are limited to the specifics hereof (including facts or

occurrences on which the same are based), shall not apply with respect to any facts or

occurrences other than those on which the same are based, shall neither excuse any future

non-compliance with the Loan Documents nor operate as a waiver of any Default or

Event of Default, shall not operate as a consent to any further waiver, consent or

amendment or other matter under the Loan Documents, and shall not be construed as an

indication that any future waiver or amendment of covenants or any other provision of

the Credit Agreement will be agreed to, it being understood that the granting or denying

of any waiver or amendment which may hereafter be requested by the Borrower remains

in the sole and absolute discretion of Administrative Agent and Lenders.

(iii) The execution, delivery and performance of this Amendment shall not

constitute a waiver of any provision of, or operate as a waiver of any right, power or

remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan

Documents.

(iv) Each Loan Party hereby (A) confirms that the obligations of such Loan

Party under the Amended Credit Agreement (including with respect to the 2024 Term

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Loans) and the other Loan Documents are entitled to the benefits of the guarantees and

the security interests set forth or created in the Security Documents and the other Loan

Documents and that such obligations constitute Obligations, (B) ratifies and reaffirms the

validity and enforceability of all of the Liens and security interests heretofore granted,

pursuant to and in connection with the Security Documents or any other Loan Document

to Collateral Agent, on behalf and for the benefit of each Secured Party, as collateral

security for such obligations in accordance with their respective terms, and (C)

acknowledges that all of such Liens and security interests, and all Collateral heretofore

pledged as security for such obligations, continue to be and remain collateral for such

obligations from and after the date hereof (including, without limitation, from after giving

effect to this Amendment).

(v) This Amendment shall be deemed to be a Loan Document, as defined in

the Credit Agreement.

(vi) Upon the occurrence of the Effective Date, each 2024 Term Loan Lender

that is not, prior to the effectiveness of this Amendment, a “Lender” under the Amended

Credit Agreement, (A) shall be a “Lender” for all purposes of the Credit Agreement and

the Loan Documents, (B) agrees to be bound by the terms and conditions of the Amended

Credit Agreement and the Loan Documents and (C) will have all of the rights and

obligation of a “Lender” under the Amended Credit Agreement and the Loan Documents.

B. Headings .  Section and Subsection headings in this Amendment are included herein for

convenience of reference only and shall not constitute a part of this Amendment for any other purpose

or be given any substantive effect.

C. Applicable Law .   THIS AMENDMENT SHALL BE CONSTRUED IN

ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

D. Jurisdiction; Waiver of Jury Trial . The provisions of Sections 9.09 and 9.10 of the

Credit Agreement pertaining to consent to jurisdiction, service of process, and waiver of jury trial are

hereby incorporated by reference herein, mutatis mutandis.

E. Indemnification. The Borrower hereby confirms that the indemnification provisions set

forth in Section 9.03 of the Credit Agreement shall apply to this Amendment and the transactions

contemplated hereby.

F. Counterparts .  This Amendment may be executed in any number of counterparts and by

different parties hereto on separate counterparts, each of which when so executed and delivered shall

be deemed to be an original, but all of which when taken together shall constitute a single instrument.

Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other

customary means of electronic transmission (e.g., “.pdf”) shall be as effective as delivery of a

manually executed counterpart hereof.  The words “execution,” “execute”, “signed,” “signature,” and

words of like import in or related to any document to be signed in connection with this Amendment

and the transactions contemplated hereby (including without limitation amendments, waivers and

consents) shall be deemed to include electronic signatures on electronic platforms approved by the

Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same

legal effect, validity or enforceability as a manually executed signature or the use of a paper-based

recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,

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including the Federal Electronic Signatures in Global and National Commerce Act, the New York

State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform

Electronic Transactions Act.  Each of the parties hereto represents and warrants to the other parties

hereto that it has the corporate capacity and authority to execute the Amendment through electronic

means and there are no restrictions for doing so in that party’s constitutive documents.

G. Entire Agreement .  This Amendment, the Amended Credit Agreement and the other

Loan Documents constitute the entire agreement among the parties with respect to the subject matter

hereof and thereof and supersede all other prior agreements and understandings, both written and

verbal, among the parties or any of them with respect to the subject matter hereof.

H. Severability .  Any term or provision of this Amendment which is invalid or

unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such

invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and

provisions of this Amendment or affecting the validity or enforceability of any of the terms or

provisions of this Amendment in any other jurisdiction.  If any provision of this Amendment is so

broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be

enforceable.

[ Signature Pages Follow. ]

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute

and deliver this Amendment as of the date first set forth above.

HOLDINGS

GOODRX INTERMEDIATE HOLDINGS, LLC,

a Delaware limited liability company

By:   /s/ Xxxxxxx Xxxxxxxx                     

Name: Xxxxxxx Xxxxxxxx

Title: Chief Financial Officer

BORROWER:

GOODRX, INC.,

a Delaware corporation

By:   /s/ Xxxxxxx Xxxxxxxx                     

Name: Xxxxxxx Xxxxxxxx

Title: Chief Financial Officer

[ Signature Page to Sixth Amendment to First Lien Credit Agreement ]

GUARANTORS:

GOODRX CARE, LLC,

a Delaware limited liability company

By: GoodRx, Inc.,

Its: Sole Member

By:   /s/ Xxxxxxx Xxxxxxxx                     

Name: Xxxxxxx Xxxxxxxx

Title: Chief Financial Officer

IODINE, INC.,

a Delaware corporation

LIGHTHOUSE ACQUISITION CORP.,

a Delaware corporation

By:   /s/ Xxxxxxx Xxxxxxxx                     

Name: Xxxxxxx Xxxxxxxx

Title: Chief Financial Officer

HEALTHINATION INC.,

a Delaware corporation

RXSAVER, INC.,

a Delaware corporation

BUCKEYE ACQUISITION, LLC,

a Delaware limited liability company

FLIPMD, INC.,

a Delaware corporation

PHARMACY SERVICES, LLC,

a Delaware limited liability company

By:   /s/ Xxxxxxx Xxxxxxxx                     

Name: Xxxxxxx Xxxxxxxx

Title: Chief Financial Officer

[ Signature Page to Sixth Amendment to First Lien Credit Agreement ]

VITACARE PRESCRIPTION SERVICES, INC.,

a Florida corporation

By:   /s/ Xxxxx Xxxxxx                     

Name: Xxxxx Xxxxxx

Title: Chief Financial Officer

[ Signature Page to Sixth Amendment to First Lien Credit Agreement ]

SCRIPTCYCLE, LLC,

a North Carolina limited liability company

By:   /s/ Xxxxxx Xxxxx                   

Name: Xxxxxx Xxxxx

Title: Manager

[ Signature Page to Sixth Amendment to First Lien Credit Agreement ]

IN WITNESS WHEREOF , each of the undersigned has caused its duly authorized officer to execute

and deliver this Amendment as of the date first set forth above.

BARCLAYS BANK PLC,

as Administrative Agent, a Revolving Lender, an Issuing

Bank and the Swingline Lender,

By:   /s/ Xxxxxx Xxxxx                   

Name: Xxxxxx Xxxxx

Title: Managing Director

[ Signature Page to Sixth Amendment to First Lien Credit Agreement ]

XXXXXX XXXXXXX BANK N.A.,

as 2024 New Term Lender,

By:   /s/ Xxxxxx Xxxxxxx                   

Name: Xxxxxx Xxxxxxx

Title: Authorized Signatory

[ Signature Page to Sixth Amendment to First Lien Credit Agreement ]

SCHEDULE A

TO SIXTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

Name of Lender	2024 Term Loan Commitment ($)
XXXXXX XXXXXXX BANK, N.A.	477,241,652.96
KKR CLO 10 LIMITED	116,178.79
KKR CLO 11 LIMITED	3,317,946.08
KKR CLO 12 LTD.	116,178.78
KKR CLO 14 LTD.	3,068,150.12
KKR CLO 14 LTD.	145,281.08
KKR CLO 15 LTD	116,178.78
KKR CLO 18 LIMITED	203,312.34
KKR CLO 20 LIMITED	1,494,856.35
KKR CLO 20 LTD.	829,787.75
KKR CLO 21 LIMITED	174,269.75
KKR CLO 21 LTD.	4,081,730.23
KKR CLO 22 LTD.	4,551,277.15
KKR CLO 23 LIMITED	363,059.40
KKR CLO 30 LTD.	429,587.35
KKR CLO 9 LIMITED	145,224.36
KKR STATIC CLO I LTD.	2,636,486.55
NEW YORK STATE INSURANCE FUND	968,842.19
Total:	500,000,000

EXHIBIT A

AMENDED CREDIT AGREEMENT

FIRST LIEN CREDIT AGREEMENT

dated as of October 12, 2018,

among

GOODRX, INC.,

as the Borrower,

GOODRX INTERMEDIATE HOLDINGS, LLC,

as Holdings,

The Lenders Party Hereto,

and

BARCLAYS BANK PLC,

as Administrative Agent and Collateral Agent

_____________________________

GOLDMAN SACHS BANK USA

BARCLAYS BANK PLC

MERRILL LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED

CITIZENS BANK, X.X.

XXXXXX SUISSE LOAN FUNDING LLC

KKR CAPITAL MARKETS

SUNTRUST XXXXXXXX XXXXXXXX, XXX.

xx Joint Lead Arrangers and Joint Lead Bookrunners

as amended by

the First Incremental Credit Facility Amendment to First Lien Credit Agreement, dated as of

November 1, 2019, the Second Incremental Credit Facility Amendment to First Lien Credit

Agreement, dated as of May 12, 2020, the Third Amendment to First Lien Credit Agreement,

dated as of June 29, 2023, the Fourth Amendment to First Lien Credit Agreement, dated as of

July 7, 2023, the Fifth Amendment to Credit Agreement, dated as of February 20, 2024 and

the Sixth Amendment to First Lien Credit Agreement, dated as of July 10, 2024

TABLE OF CONTENTS

Page

ARTICLE I Definitions ...........................................................................................................	1
Section 1.01 Defined Terms ..................................................................................	1
Section 1.02 Classification of Loans and Borrowings ..........................................	93
Section 1.03 Terms Generally ...............................................................................	94
Section 1.04 Accounting Terms; GAAP ...............................................................	94
Section 1.05 Pro Forma Calculations; Unrestricted Cash .....................................	95
Section 1.06 Currency Translation ........................................................................	96
Section 1.07 Rounding ..........................................................................................	97
Section 1.08 Timing of Payment or Performance .................................................	97
Section 1.09 Letter of Credit Amounts ..................................................................	97
Section 1.10 Certifications ....................................................................................	97
Section 1.11 Compliance with Article VI .............................................................	97
Section 1.12 Limited Condition Acquisition .........................................................	98
Section 1.13 Cashless Rollovers ............................................................................	98
Section 1.14 Division of LLCs ..............................................................................	99
ARTICLE II The Credits ..........................................................................................................	99
Section 2.01 Commitments ...................................................................................	99
Section 2.02 Loans and Borrowings ......................................................................	100
Section 2.03 Requests for Borrowings ..................................................................	100
Section 2.04 Swingline Loans ...............................................................................	101
Section 2.05 Letters of Credit ................................................................................	103
Section 2.06 Funding of Borrowings .....................................................................	111
Section 2.07 Interest Elections ..............................................................................	112
Section 2.08 Termination and Reduction of Commitments ..................................	113
Section 2.09 Repayment of Loans; Evidence of Debt ...........................................	114
Section 2.10 Amortization of Term Loans ............................................................	115
Section 2.11 Prepayment of Loans ........................................................................	116
Section 2.12 Fees ...................................................................................................	121
Section 2.13 Interest ..............................................................................................	123
Section 2.14 Alternate Rate of Interest ..................................................................	124
Section 2.15 Increased Costs; Illegality ................................................................	125
Section 2.16 [Reserved] .........................................................................................	127
Section 2.17 Taxes .................................................................................................	127
Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs .........	130
Section 2.19 Mitigation Obligations; Replacement of Lender ..............................	132
Section 2.20 Incremental Loans ............................................................................	133
Section 2.21 Refinancing Amendments ................................................................	138

i

Section 2.22 Defaulting Lenders ...........................................................................	139
Section 2.23 Cash Collateral .................................................................................	142
Section 2.24 Extensions of Term Loans and Revolving Commitments ................	143
Section 2.25 Term Loan Exchange Notes .............................................................	147
ARTICLE III Representations and Warranties .......................................................................	150
Section 3.01 Organization; Powers .......................................................................	150
Section 3.02 Authorization; Enforceability ...........................................................	150
Section 3.03 Approvals; No Conflicts ...................................................................	150
Section 3.04 Financial Condition; No Material Adverse Change .........................	151
Section 3.05 Properties ..........................................................................................	151
Section 3.06 Litigation and Environmental Matters ..............................................	152
Section 3.07 Compliance with Laws .....................................................................	152
Section 3.08 Investment Company Status .............................................................	152
Section 3.09 Taxes .................................................................................................	152
Section 3.10 ERISA ...............................................................................................	152
Section 3.11 Disclosure .........................................................................................	153
Section 3.12 Labor Matters ...................................................................................	153
Section 3.13 Capitalization of Subsidiaries ...........................................................	154
Section 3.14 Solvency ...........................................................................................	154
Section 3.15 Federal Reserve Regulations ............................................................	154
Section 3.16 Senior Indebtedness; Subordination .................................................	154
Section 3.17 Use of Proceeds ................................................................................	154
Section 3.18 Security Documents ..........................................................................	154
Section 3.19 OFAC; FCPA; Patriot Act ................................................................	155
ARTICLE IV Conditions ...........................................................................................................	155
Section 4.01 Closing Date .....................................................................................	156
Section 4.02 Each Credit Event .............................................................................	159
ARTICLE V Affirmative Covenants .......................................................................................	159
Section 5.01 Financial Statements and Other Information ....................................	159
Section 5.02 Notices of Material Events ...............................................................	164
Section 5.03 Existence; Conduct of Business .......................................................	164
Section 5.04 Payment of Taxes .............................................................................	164
Section 5.05 Maintenance of Properties ................................................................	165
Section 5.06 Insurance ...........................................................................................	165
Section 5.07 Books and Records; Inspection and Audit Rights ............................	165
Section 5.08 Compliance with Laws .....................................................................	166
Section 5.09 Use of Proceeds ................................................................................	166
Section 5.10 Execution of Guaranty and Security Documents after the Closing Date ...........................................................................................................................	167
Section 5.11 Further Assurances ...........................................................................	169

ii

Section 5.12 Designation of Subsidiaries ..............................................................	171
Section 5.13 Lender Calls ......................................................................................	172
Section 5.14 [Reserved] .........................................................................................	172
Section 5.15 Sanctions; Anti-Corruption Laws and Anti-Money Laundering Laws .........................................................................................................................	172
ARTICLE VI Negative Covenants ............................................................................................	172
Section 6.01 Indebtedness; Certain Equity Securities ...........................................	172
Section 6.02 Liens .................................................................................................	178
Section 6.03 Fundamental Changes .......................................................................	182
Section 6.04 Investments .......................................................................................	185
Section 6.05 Asset Sales ........................................................................................	190
Section 6.06 Restricted Payments; Certain Payments of Indebtedness .................	194
Section 6.07 Transactions with Affiliates ..............................................................	199
Section 6.08 Restrictive Agreements .....................................................................	202
Section 6.09 Amendment of Material Documents ................................................	203
Section 6.10 Change in Nature of Business ..........................................................	203
Section 6.11 First Lien Net Leverage Ratio ..........................................................	203
Section 6.12 [Reserved] .........................................................................................	204
Section 6.13 Changes in Fiscal Year .....................................................................	204
Section 6.14 Holdings ...........................................................................................	204
ARTICLE VII Events of Default .................................................................................................	205
Section 7.01 Events of Default ..............................................................................	205
Section 7.02 [Reserved] .........................................................................................	210
Section 7.03 Application of Proceeds ....................................................................	211
Section 7.04 Right to Cure ....................................................................................	212
ARTICLE VIII The Administrative Agent and Collateral Agent .............................................	213
Section 8.01 Appointment of Agents ....................................................................	213
Section 8.02 Rights of Lender ...............................................................................	214
Section 8.03 Exculpatory Provisions .....................................................................	214
Section 8.04 Reliance by Administrative Agent and Collateral Agent .................	215
Section 8.05 Delegation of Duties .........................................................................	216
Section 8.06 Resignation of Agents; Successor, Administrative Agent and Collateral Agent ........................................................................................................	216
Section 8.07 Non-Reliance on Agents and Other Lenders ....................................	218
Section 8.08 No Other Duties ................................................................................	218
Section 8.09 Collateral and Guaranty Matters .......................................................	218
Section 8.10 Secured Swap Agents and Secured Cash Management Agents .......	220
Section 8.11 Withholding Tax ...............................................................................	220
Section 8.12 Administrative Agent and Collateral Agent May File Proofs of Claim ........................................................................................................................	220
Section 8.13 Lender ERISA Representations ........................................................	222

iii

Section 8.14 Erroneous Payments. .......................................................................	223
ARTICLE IX Miscellaneous ......................................................................................................	224
Section 9.01 Notices ..............................................................................................	224
Section 9.02 Waivers; Amendments .....................................................................	225
Section 9.03 Expenses; Indemnity; Xxxxxx Xxxxxx ............................................	232
Section 9.04 Successors and Assigns ....................................................................	235
Section 9.05 Survival .............................................................................................	243
Section 9.06 Counterparts; Integration ..................................................................	243
Section 9.07 Severability .......................................................................................	244
Section 9.08 Right of Setoff ..................................................................................	244
Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process ..........	245
Section 9.10 WAIVER OF JURY TRIAL ............................................................	245
Section 9.11 Headings ...........................................................................................	246
Section 9.12 Confidentiality ..................................................................................	246
Section 9.13 Interest Rate Limitation ....................................................................	247
Section 9.14 USA Patriot Act ................................................................................	248
Section 9.15 Direct Website Communication .......................................................	248
Section 9.16 Intercreditor Agreement Governs .....................................................	249
Section 9.17 Judgment Currency ...........................................................................	250
Section 9.18 No Advisory or Fiduciary Responsibility .........................................	250
Section 9.19 Acknowledgement and Consent to Bail-In of Affected Financial Institutions ................................................................................................................	251
Section 9.20 Acknowledgement Regarding Any Supported QFCs .......................	251

iv

SCHEDULES :

Schedule 1.02 Excluded Subsidiaries

Schedule 1.03 [Reserved]

Schedule 1.04 Unrestricted Subsidiaries

Schedule 2.01(a) Term Commitments

Schedule 2.01(b) Revolving Commitments

Schedule 3.05 Material Real Property

Schedule 3.06 Disclosed Matters

Schedule 3.13 Subsidiaries

Schedule 5.11 Security Documents

Schedule 5.14 Post-Closing Matters

Schedule 6.01 Existing Indebtedness

Schedule 6.02 Existing Liens

Schedule 6.04 Existing Investments

Schedule 6.05 Asset Dispositions

Schedule 6.07 Transactions with Affiliates

Schedule 9.01 Administrative Agent’s Office

EXHIBITS :

Exhibit A Form of Borrowing Request

Exhibit B Form of Interest Election Request

Exhibit C Form of Solvency Certificate

Exhibit D [Reserved]

Exhibit E [Reserved]

Exhibit F-1 Form of Term Note

Exhibit F-2 Form of Revolving Note

Exhibit G-1 Form of Assignment and Assumption Agreement

Exhibit G-2 Form of Affiliated Lender Assignment and Assumption Agreement

Exhibit H-1 Form of U.S. Tax Certificate (For Foreign Lenders That Are Not Partnerships

For U.S. Federal Income Tax Purposes)

Exhibit H-2 Form of U.S. Tax Certificate (For Foreign Lenders That Are Partnerships For

U.S. Federal Income Tax Purposes)

Exhibit H-3 Form of U.S. Tax Certificate (For Foreign Participants That Are Not

U.S. Persons or Partnerships (For U.S. Federal Income Tax Purposes)

Exhibit H-4 Form of U.S. Tax Certificate (For Foreign Participants That Are Partnerships

For U.S. Federal Income Tax Purposes)

Exhibit I Form of Mortgage

Exhibit J Form of Compliance Certificate

Exhibit K Form of Pari Passu Intercreditor Agreement

Exhibit L Form of Second Lien Intercreditor Agreement

Exhibit M Form of Secured Party Joinder Notice

v

FIRST LIEN CREDIT AGREEMENT dated as of October 12, 2018 (this

“ Agreement ”), among GOODRX, INC., a Delaware corporation (the “ Borrower ”), GOODRX

INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“ Holdings ”), the

other Guarantors from time to time party hereto, the LENDERS from time to time party hereto,

and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent.

WHEREAS , capitalized terms used in these recitals shall have the respective

meanings set forth for such terms in ARTICLE I ;

WHEREAS , Silver Lake Partners V, L.P. (“ Purchaser ”) and/or its affiliates or its

associated funds, pursuant to that certain Purchase and Recapitalization Agreement, dated as of

August 3, 2018 (together with the exhibits and disclosure schedules thereto, as amended,

restated, supplemented or otherwise modified from time to time (for purposes of Section 4.01(g),

to the extent permitted thereby), the “ Recapitalization Agreement ”), by and among GoodRx

Holdings, Inc. (“ Parent ”), Holdings, the Borrower and Purchaser, acquired a minority stake in

Parent (the foregoing, collectively, the “ Closing Date Recapitalization ”);

WHEREAS , immediately prior to the consummation of the Closing Date

Recapitalization, the Borrower requested that the Lenders and the Issuing Banks extend credit to

the Borrower in the form of (a) Closing Date Term Loans in an aggregate principal amount not in

excess of $545,000,000 and (b) a commitment for Revolving Loans and Letters of Credit, in an

initial aggregate principal amount not in excess of $40,000,000;

WHEREAS , immediately following the initial funding of the Closing Date Term

Loans, the proceeds of such Closing Date Term Loans, together with the proceeds of (i) the

Initial Revolving Borrowing and (ii) the Second Lien Loans, were used to finance the Closing

Date Distribution, the Closing Date Refinancing and the Transaction Costs, and for working

capital and other general corporate purposes;

NOW THEREFORE , in consideration of the premises, provisions, covenants

and mutual agreements contained herein and other good and valuable consideration, the

sufficiency and receipt of which are hereby acknowledged, the Lenders and Issuing Banks are

willing to extend such credit to the Borrower on the terms and express conditions set forth

herein, and accordingly the parties hereto agree as follows.

ARTICLE I

Definitions

Section 1.01 Defined Terms .  As used in this Agreement, the following terms

have the meanings specified below:

“ 2018 Revolving Commitments ” means, with respect to each 2018 Revolving

Lender, the commitment of such 2018 Revolving Lender to make 2018 Revolving Loans

hereunder, expressed as an amount representing the maximum aggregate amount of such 2018

Xxxxxx’s Revolving 2018 Revolving Loans hereunder, as such commitment may be (a) reduced

from time to time pursuant to Section 2.08 , (b) increased from time to time pursuant to Section

2.14 , or (c) reduced or increased from time to time pursuant to assignments by or to such 2018

Revolving Lender pursuant to Section 9.04 .

“ 2018 Revolving Commitment Maturity Date ” means July 11, 2025 as such date

may be extended pursuant to Section 2.14.

“ 2018 Revolving Lender ” means the Persons listed as a 2018 Revolving Lender

on Schedule 2.01(b) and any other Person that shall have become a party hereto as a 2018

Revolving Lender pursuant to an Assignment and Assumption, other than any such Person that

ceases to be a party hereto pursuant to an Assignment and Assumption.

“ 2018 Revolving Loans ” means the revolving loans made by the 2018 Revolving

Lenders to the Borrower pursuant to this Agreement.

“ 2020 Incremental Revolving Commitments ” has the meaning assigned to such

term in Section I of the Second Incremental Credit Facility Amendment.

“ 2020 Incremental Revolving Lender ” means, as of any date of determination, all

Lenders having 2020 Incremental Revolving Commitments or holding all or any portion of the

outstanding 2020 Incremental Revolving Loans.

“ 2020 Incremental Revolving Loans ” has the meaning assigned to such term in

the Recitals of the Second Incremental Credit Facility Amendment.

“ 2024 Term Commitment ” means, with respect to each Term Lender, the Term

Commitment of such Term Lender to make 2024 Term Loans hereunder on the Sixth

Amendment Effective Date. The initial amount of each Term Lender’s Term Commitment on the

Sixth Amendment Effective Date is set forth on Schedule A to the Sixth Amendment.  The

aggregate principal amount of the 2024 Term Commitments as of the Sixth Amendment

Effective Date is $500,000,000.

“ 2024 Term Loan Lender ” shall mean each Term Lender (i) with a Term

Commitment to make or otherwise fund a 2024 Term Loan hereunder pursuant to Section 2.01(a)

on the Sixth Amendment Effective Date or (ii) with outstanding 2024 Term Loans.

“ 2024 Term Loans ” means the Term Loans made on the Sixth Amendment

Effective Date pursuant to Section 2.01(a) .

“ 2024 Revolving Commitments ” means, with respect to each 2024 Revolving

Lender, the commitment of such 2024 Revolving Lender to make 2024 Revolving Loans

hereunder, expressed as an amount representing the maximum aggregate amount of such 2024

Xxxxxx’s Revolving 2024 Revolving Loans hereunder, as such commitment may be (a) reduced

from time to time pursuant to Section 2.08 , (b) increased from time to time pursuant to Section

2.14 , or (c) reduced or increased from time to time pursuant to assignments by or to such 2024

Revolving Lender pursuant to Section 9.04 .

2

“ 2024 Revolving Commitment Maturity Date ” means April 10, 2029, as such date

may be extended pursuant to Section 2.14.

“ 2024 Revolving Lender ” means the Persons listed as a 2024 Revolving Lender

on Schedule 2.01(b) and any other Person that shall have become a party hereto as a 2024

Revolving Lender pursuant to an Assignment and Assumption, other than any such Person that

ceases to be a party hereto pursuant to an Assignment and Assumption.

“ 2024 Revolving Loans ” means the revolving loans made by the 2024 Revolving

Lenders to the Borrower pursuant to this Agreement.

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such

Loan, or the Loans comprising such Borrowing, is bearing interest at a rate determined by

reference to the Alternate Base Rate.

“ ABR Borrowing ” means a Loan that bears interest at a rate based on the

Alternate Base Rate.

“ Accounting Change ” has the meaning assigned to such term in Section 1.04 .

“ Acquisition ” means any acquisition by any Holding Company or any Restricted

Subsidiary, whether by purchase, merger, amalgamation, consolidation, contribution or

otherwise, of (x) at least a majority of the assets or property and/or liabilities (or any other

substantial part for which financial statements or other financial information is available), or a

business line, product line, unit or division of, any other Person, (y) Equity Interests of any other

Person such that such other Person becomes a Restricted Subsidiary or (z) additional Equity

Interests of any Restricted Subsidiary not then held by any Holding Company or any Restricted

Subsidiary.

“ Additional Debt ” means debt in respect of one or more series of senior unsecured

notes, xxxxxx secured pari passu first lien or junior lien notes or subordinated notes (in each case

issued in a public offering, Rule 144A or other private placement in lieu of the foregoing (and

any Registered Equivalent Notes issued in exchange therefor)), pari passu first lien, junior lien or

unsecured loans or secured or unsecured mezzanine Indebtedness, in each case issued, incurred

or guaranteed by any Holding Company, the Borrower or any Restricted Subsidiary after the

Sixth Amendment Effective Date that:

(i) (A) in the case of debt secured on a pari passu basis with the

Obligations, does not mature on or prior to the Latest Maturity Date in effect as of the time such

Additional Debt is incurred or (B) in the case of debt secured on a junior lien basis or unsecured

or which is secured by assets that do not constitute Collateral, does not mature on or prior to the

date that is ninety-one (91) days after the Latest Maturity Date in effect as of the time such

Additional Debt is incurred; provided that restrictions in this clause (i) shall not apply to the

extent such debt constitutes (x) a customary bridge facility, so long as the long-term debt into

which such customary bridge facility is to be converted or exchanged satisfies the requirements

of this clause (i) and such conversion or exchange is subject only to conditions customary for

3

similar conversions or exchanges, or (y) Subject Indebtedness incurred in reliance on the

Maturity Limitation Excluded Amount;

(ii) (A) in the case of debt secured on a pari passu basis with the

Obligations, has a Weighted Average Life to Maturity equal to or longer than the remaining

Weighted Average Life to Maturity of the 2024 Term Loans (without giving effect to nominal

amortization for periods where amortization has been eliminated as a result of a prepayment of

the applicable Term Loans) or (B) in the case of debt secured on a junior lien basis or unsecured

or which is secured by assets that do not constitute Collateral, has a Weighted Average Life to

Maturity equal to or longer than the remaining Weighted Average Life to Maturity of the 2024

Term Loans, plus ninety-one (91) days; provided that restrictions in this clause (ii) shall not

apply to the extent such debt constitutes (x) a customary bridge facility, so long as the long-term

debt into which such customary bridge facility is to be converted or exchanged satisfies the

requirements of this clause (ii) and such conversion or exchange is subject only to conditions

customary for similar conversions or exchanges, or (y) Subject Indebtedness incurred in reliance

on the Maturity Limitation Excluded Amount;

(iii) except as otherwise provided in clauses (i) through (ii) above and

clauses (iv) through (ix) below, any Additional Debt shall be on terms and pursuant to

documentation to be determined by the Borrower and the lenders providing any such Additional

Debt; provided that the covenants and events of default applicable to such Additional Debt, taken

as a whole, shall either, at the option of the Borrower, (A) reflect market terms and conditions at

the time of incurrence or effectiveness (as determined by the Borrower in good faith) or (B) be

no more favorable in any material respect to the lenders providing such indebtedness than those

of the Loan Documents (as reasonably determined by the Borrower) (except for covenants or

other provisions applicable only to the periods after the then applicable Latest Maturity Date or

any existing Additional Debt existing at the time such Additional Debt is incurred), unless such

covenants and events of default are also added for the benefit of the Lenders under the Loan

Documents;

(iv) [reserved];

(v) subject to the exception created by Section 6.01(j) , the obligations

in respect thereof shall not be secured by liens on any assets other than Collateral;

(vi) subject to the exception created by Section 6.01(j) , no Person is a

borrower or a guarantor with respect to such Indebtedness unless such Person is a Loan Party

which shall have previously or substantially concurrently guaranteed or borrowed, as applicable,

the Obligations;

(vii) if such Additional Debt is secured on Collateral, all security

therefor on Collateral shall be granted pursuant to documentation that is consistent in all material

respects with the Security Documents and (A) if secured on Collateral on a pari passu basis with

the Obligations, the representative for such Additional Debt shall enter into a Pari Passu

Intercreditor Agreement with the Collateral Agent or (B) if secured on Collateral on a junior

4

basis to the Obligations, the representative for such Additional Debt shall have become party to a

Second Lien Intercreditor Agreement;

(viii) subject to Section 1.12 with respect to any Additional Debt being

incurred in connection with a Limited Condition Acquisition, the aggregate principal amount of

all Additional Debt at the time of issuance or incurrence and after giving effect thereto shall not

exceed the Maximum Additional Debt Amount at such time; and

(ix) to the extent such Additional Debt consists of term loans secured

by a Lien on the Collateral that ranks pari passu in right of security with the Obligations and is

not subordinated in right of payment to the Obligations (including by being “last out” in any

payment waterfall), such Additional Debt shall be subject to the MFN Adjustment as if such

Additional Debt were an Incremental Term Facility incurred hereunder.

For the avoidance of doubt, Indebtedness incurred pursuant to Sections 2.20 or

2.21 of the Second Lien Credit Agreement may, at the Borrower’s election, be “Additional Debt”

to the extent any applicable conditions of this definition are met.

“ Additional Lender ” has the meaning assigned to such term in Section 2.20(d) .

“ Additional Mortgaged Property ” has the meaning assigned to such term in

Section 5.10(d) .

“ Additional Refinancing Lender ” has the meaning assigned to such term in

Section 2.21 .

“ Adjusted Term SOFR ” means, for purposes of any calculation, the rate per

annum equal to (i) Term SOFR for such Interest Period; provided , that if Adjusted Term SOFR

as so determined would be less than the Applicable Term SOFR Floor with respect to any Credit

Facility, such rate shall be deemed to be the Applicable Term SOFR Floor with respect to such

Credit Facility for the purposes of this Agreement.

“ Administrative Agent ” means Barclays, including its affiliates and subsidiaries,

in its capacity as administrative agent for the Lenders hereunder, and its successors in such

capacity as provided in ARTICLE VIII .

“ Administrative Agent’s Office ” means the Administrative Agent’s address and,

as appropriate, account as set forth on Schedule 9.01 , or such other address or account as the

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

“ Administrative Questionnaire ” means an administrative questionnaire in a form

supplied by the Administrative Agent.

“ Affected Financial Institution ” means (i) any EEA Financial Institution or (ii)

any UK Financial Institution.

5

“ Affiliate ” means, with respect to a specified Person, another Person that directly,

or indirectly through one or more intermediaries, Controls or is Controlled by or is under

common Control with the Person specified.

“ Affiliated Institutional Lender ” means (i) in the case of an Affiliate of Xxxxxxxxx

Partners or Spectrum, an Affiliated Lender that is a bona fide debt fund that is primarily engaged

in, or 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 in the ordinary course of its business and whose managers have fiduciary duties to the

investors in such fund or investment vehicle independent of, or in addition, to their duties to

Francisco Partners IV, L.P and/or Spectrum Equity Management, L.P., as the case may be and

(ii) in the case of an Affiliate of the New Sponsor, an Affiliated Lender that is a bona fide 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 or similar

extensions of credit or securities in the ordinary course and the investment decisions of which are

not controlled by the private equity business of Silver Lake Partners.

“ Affiliated Lender ” means any Lender that is Francisco Partners, Spectrum or the

New Sponsor (except to the extent, in each case, that such Person owns, directly or indirectly,

less than 10% of the Equity Interests of Holdings) or an Affiliate of any of the foregoing, but

excluding, without limitation (i) Holdings or any Subsidiary thereof and (ii) any Affiliated

Institutional Lender.

“ Affiliated Lender Assignment and Assumption Agreement ” means an

assignment and assumption entered into by a Lender with an Affiliated Lender (other than an

Affiliated Institutional Lender), and accepted by the Administrative Agent pursuant to the terms

hereof, in the form of Exhibit G-2 or any other form (or changes thereto) approved by the

Administrative Agent and the Borrower.

“ Agent ” means either of the Administrative Agent or the Collateral Agent.

“ Agreement ” has the meaning assigned to such term in the preamble to this

Agreement.

“ Agreement Currency ” has the meaning assigned to such term in Section 9.17 .

“ AHYDO Catch-Up Payment ” means any payment with respect to any debt

obligations of any Domestic Subsidiary, including subordinated debt obligations and Additional

Debt and obligations in respect of the Second Lien Loans, in each case to avoid the application

of Section 163(e)(5) of the Code.

“ ALTA ” means the American Land Title Association.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest

of (i) the U.S. Prime Rate in effect on such day, (ii) the NYFRB Rate, in effect on such day, plus

one-half of one percent (1/2%) per annum, and (iii) Adjusted Term SOFR on such day (or if such

6

day is not a Business Day, the immediately preceding Business Day) for an Interest Period of one

month plus one percent (1.00%) per annum; provided , that for the avoidance of doubt, Adjusted

Term SOFR for any day shall be the Term SOFR Reference Rate, at approximately 5:00 a.m.

(Chicago time) two (2) Business Days prior to such day for a term of one month commencing on

such day.  Any change in the Alternate Base Rate due to a change in the U.S. Prime Rate, the

NYFRB Rate or Adjusted Term SOFR shall be effective from and including the effective date of

such change in the U.S. Prime Rate, the NYFRB Rate or Adjusted Term SOFR, as applicable.

“ Alternative Currency ” means, with respect to any Incremental Term Loans and

separate tranches of Incremental Revolving Commitments (and Incremental Loans made

pursuant thereto), any currency other than Dollars that may be agreed among the Borrower, the

Administrative Agent and all of the applicable Lenders providing such Loans and Commitments.

“ Applicable Date of Determination ” means the last day of the most recently ended

fiscal quarter for which financial statements were delivered or were required to be delivered

pursuant to Section 5.01(a) or (b) , as applicable, or, at the option of the Borrower, in the case of

any transaction the permissibility of which requires a calculation on a Pro Forma Basis, the last

day of the most recently ended fiscal quarter prior to the date of such determination for which

internal financial statements are available.

“ Applicable Margin ” means, for any day, with respect to:

(a) any 2024 Term Loan, a rate per annum equal to (i) in the case of Term

SOFR Loans, 3.75% and (ii) in the case of ABR Loans, 2.75%; and

(b) any Revolving Loan, the applicable rate per annum set forth below, based

upon the First Lien Net Leverage Ratio as of the most recent determination date:

7

	Revolving Loans
First Lien Net Leverage Ratio:	Term SOFR Loan	ABR Loan
Category 1 Greater than 4.00:1.00	3.00%	2.00%
Category 2 Less than or equal to 4.00:1.00 and greater than 3.50:1.00	2.75%	1.75%
Category 3 Less than or equal to 3.50:1.00	2.50%	1.50%

(c) the commitment fees payable pursuant to Section 2.12(a) , (i) 0.50% per

annum if the First Lien Net Leverage Ratio as of the most recent determination date is greater

than 5.00:1.00 (ii) 0.375% per annum if the First Lien Net Leverage Ratio as of the most recent

determination date is equal to or less than 5.00:1.00 but greater than 4.50:1.00 or (iii) 0.25% per

annum if the First Lien Net Leverage Ratio as of the most recent determination date is less than

or equal to 4.50:1.00; and

(d) Incremental Credit Facilities, Other Term Loans, Other Revolving Loans,

Other Revolving Commitments, Extended Term Loans, Extended Revolving Loans or Extended

Revolving Commitments, the rate per annum specified in the amendment establishing such

Incremental Credit Facilities, Other Term Loans, Other Revolving Loans, Other Revolving

Commitments, Extended Term Loans, Extended Revolving Loans or Extended Revolving

Commitments, as applicable.

For purposes of the foregoing, (A) the First Lien Net Leverage Ratio shall be

determined on a Pro Forma Basis as of the end of each fiscal quarter of the Borrower following

the delivery of the Compliance Certificate for such fiscal quarter, and (B) each change in the

Applicable Margin resulting from a change in the First Lien Net Leverage Ratio shall be

effective during the period commencing on and including the date of delivery or required

delivery to the Administrative Agent of such Compliance Certificate indicating such change and

ending on the date immediately preceding the effective date of the next such change; provided

that the First Lien Net Leverage Ratio shall be deemed to be in Category 1  if the Borrower fails

to deliver any such Compliance Certificate during the period from the date that is five Business

Days after the expiration of the time for delivery thereof until such Compliance Certificate is

delivered.

8

“ Applicable Percentage ” means, at any time with respect to any Revolving Lender

with a Revolving Commitment of any Class, the percentage of the aggregate Commitments of

such Class outstanding at such time represented by such Xxxxxx’s Commitment with respect to

such Class at such time.  If the Commitments of such Class have terminated or expired, the

Applicable Percentage shall be determined based upon the Commitments of such Class most

recently in effect.

“ Applicable Term SOFR Floor ” means the Term SOFR floor applicable to any

Credit Facility under which a Loan is being made, and solely with respect to the Revolving

Loans and the 2024 Term Loans, means 0.00% per annum .

“ Applicable Time ” means, with respect to any borrowings and payments in any

Alternative Currency, the local time in the place of settlement for such Alternative Currency as

may be determined by the Administrative Agent or the applicable Issuing Bank to be necessary

for timely settlement on the relevant date in accordance with normal banking procedures in the

place of payment.

“ Approved Fund ” has the meaning assigned to such term in Section 9.04(b) .

“ Assignment and Assumption ” means an assignment and assumption entered into

by a Lender and an assignee (with the consent of any party whose consent is required by Section

9.04 ), and accepted by the Administrative Agent pursuant to the terms hereof, substantially in the

form of Exhibit G-1 or any other form (or changes thereto) approved by the Administrative

Agent and the Borrower.

“ Auction Amount ” has the meaning assigned to such term in the definition

“Dutch Auction”.

“ Auction Expiration Time ” has the meaning assigned to such term in the

definition “Dutch Auction”.

“ Auction Notice ” has the meaning assigned to such term in the definition “Dutch

Auction”.

“ Auction Party ” or “ Auction Parties ” has the meaning assigned to such term in the

definition of “Dutch Auction” or as specified in Section 2.11(i) , as the context may require.

“ Auto-Renewal Letter of Credit ” has the meaning assigned to such term in

Section 2.05(c) .

“ Available Amount ” means, on any date of determination (the “ Reference Date ”),

an amount (which shall not be less than zero) determined on a cumulative basis equal to the sum

of (without duplication):

(a) the greater of (x) $115,000,000 and (y) 50.0% of LTM EBITDA

calculated on a Pro Forma Basis as of the Reference Date; plus

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(b) 100% of Consolidated EBITDA (notwithstanding anything herein to the

contrary, not calculated on a Pro Forma Basis) of the Borrower and its Restricted Subsidiaries for

the period (taken as one accounting period) beginning on October 1, 2018 and ending on the

Applicable Date of Determination minus 1.5 times Fixed Charges for such period; plus

(c) the cumulative amount of (A) any capital contributions made in cash by

any Person other than a Restricted Subsidiary to Holdings after the Closing Date (other than any

Cure Amount or Excluded Contributions or amounts designated as Available Excluded

Contribution Amounts) to the extent such contributions have been contributed to the Borrower or

any other Loan Party (other than Holdings); and (B) any Net Proceeds of any issuance of

Qualified Equity Interests after the Closing Date of Holdings (other than any Cure Amount or

Excluded Contributions or amounts designated as Available Excluded Contribution Amounts) to

any Person other than a Restricted Subsidiary to the extent such Net Proceeds have been

contributed to the Borrower or any other Loan Party (other than Holdings), in each case other

than Excluded Contributions; plus

(d) 100% of the aggregate Net Proceeds and the fair market value (as

reasonably determined in good faith by the Borrower) of marketable securities or other property

contributed to Holdings (other than any Cure Amount) after the Closing Date from any Person

other than a Restricted Subsidiary to the extent such contributions have been contributed to the

Borrower or any other Loan Party (other than Holdings), in each case other than Excluded

Contributions; plus

(e) to the extent not otherwise included in clause (b) above, (i) the aggregate

amount received by any Holding Company (other than Holdings) or any Restricted Subsidiary

after the Closing Date from cash (or Cash Equivalents) dividends and distributions made by any

Unrestricted Subsidiary or any Joint Venture in respect of Investments made by any Holding

Company (other than Holdings) or any Restricted Subsidiary to any Unrestricted Subsidiary or

Joint Venture (up to the original amount of such Investment made pursuant to Section 6.04(z)(i) ),

and (ii) the Net Proceeds in connection with the sale, transfer or other disposition of (A) assets or

the Equity Interests of any Unrestricted Subsidiary that was previously a Restricted Subsidiary

and designated as an Unrestricted Subsidiary pursuant to Section 6.04(z)(i) (up to the original

amount of such Investment) or (B) the Equity Interests of any Joint Venture of a Holding

Company or of a Restricted Subsidiary (up to the original amount of such Investment made

pursuant to Section 6.04(z)(i)) , in each case to any Person other than a Holding Company or

Restricted Subsidiary; plus

(f) in the event that the Borrower redesignates any Unrestricted Subsidiary as

a Restricted Subsidiary after the Closing Date (which, for purposes hereof, shall be deemed to

also include (A) the merger, consolidation, liquidation or similar amalgamation of any

Unrestricted Subsidiary into any Holding Company (other than Holdings) or any Restricted

Subsidiary, so long as such Holding Company (other than Holdings) or such Restricted

Subsidiary, as applicable, is the surviving Person, and (B) the transfer of all or substantially all of

the assets of an Unrestricted Subsidiary to any Holding Company (other than Holdings) or any

Restricted Subsidiary), the fair market value (as determined in good faith by the Borrower) of the

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Investment in such Unrestricted Subsidiary at the time of such redesignation (up to the original

amount of such Investment made pursuant to Section 6.04(z)(i)) ; plus

(g) the aggregate amount of Net Proceeds received by the Borrower after the

Closing Date from Asset Sales which are not subject to the mandatory prepayment provisions of

Section 2.11(c) ; plus

(h) the aggregate amount of Retained Declined Proceeds retained by any

Holding Company (other than Holdings) or any of the Restricted Subsidiaries; plus

(i) the fair market value of all Qualified Equity Interests of Holdings issued

upon conversion or exchange of Indebtedness or Disqualified Equity Interests of any Holding

Company (other than Holdings) or any of its Restricted Subsidiaries, in each case incurred after

the Closing Date; plus

(j) to the extent not otherwise included, the aggregate amount of cash Returns

to any Holding Company (other than Holdings) or any Restricted Subsidiary in respect of

Investments made pursuant to Section 6.04(z)(i) (limited to the amount of the original

Investment made pursuant to such Section); minus

(k) the aggregate amount of (i) outstanding Indebtedness incurred in reliance

on Section 6.01(aa) , (ii) Restricted Payments made using the Available Amount pursuant to

Section 6.06(a)(xiv)(B) , (iii) Investments made using the Available Amount pursuant to Section

6.04(z)(i) and (iv) prepayments, redemptions, acquisitions, retirements, cancellations,

terminations and repurchases of Indebtedness made using the Available Amount pursuant to

Section 6.06(b)(vi)(B) , in each case during the period from and including the Closing Date

through and including the Reference Date (without taking account of the intended usage of the

Available Amount on such Reference Date for which such determination is being made, but

taking into account any other such usage on such date); minus

(l) to the extent of any Investment in any Unrestricted Subsidiary with the

Available Amount which was previously redesignated as a Restricted Subsidiary in accordance

with clause (f) above, the amount of such Investment at the time of such redesignation of such

Restricted Subsidiary as an Unrestricted Subsidiary in accordance herewith.

“ Available Excluded Contribution Amount ” means, to the extent Not Otherwise

Applied, a cumulative amount equal to (a) the net cash proceeds or fair market value (determined

at the time of contribution) of property or assets (including cash and Cash Equivalents)

contributed after the Closing Date to the Borrower by any Person other than a Restricted

Subsidiary as a capital contribution or as a result of the sale or issuance of equity of Holdings

(other than Disqualified Equity Interests) to the extent contributed to the Borrower, in each case

to the extent designated an excluded contribution (“ Excluded Contribution ”) by the Borrower

(excluding Cure Amounts) minus (b) the aggregate amount of (x) Investments made using the

Available Excluded Contribution Amount pursuant to Section 6.04(z)(ii) , (y) Restricted

Payments made using the Available Excluded Contribution Amount pursuant to Section

6.06(a)(x)(ii) and (z) prepayments, redemptions, acquisitions, retirements, cancellations,

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terminations and repurchases of Indebtedness made using the Available Excluded Contribution

Amount pursuant to Section 6.06(b)(ix)(ii) .

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers

by the applicable Resolution Authority in respect of any liability of an Affected Financial

Institution.

“ Bail-In Legislation ” means, (i) with respect to any EEA Member Country

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

of the European Union, the implementing law for such EEA Member Country from time to time

which is described in the EU Bail-In Legislation Schedule and (ii) 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 ” means Title 11 of the United States Code entitled

“Bankruptcy”, as now and hereafter in effect, or any successor statute.

“ Barclays ” means Barclays Bank PLC.

“ Base Exchange Amount ” has the meaning assigned to such term in Section

2.25(a) .

“ Base Rate Term SOFR Determination Day ” has the meaning set forth in the

definition of “Term SOFR.”

“ Beneficial Owner ” means, in the case of a Lender that is classified as a

partnership for U.S. federal income tax purposes, the direct or indirect partner or owner of such

Lender that is treated, for U.S. federal income tax purposes, as the beneficial owner of a payment

by any Loan Party under any Loan Document.

“ Beneficial Ownership Certification ” means a certification regarding beneficial

ownership as required by the Beneficial Ownership Regulation.

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

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in

ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code

that is subject to Section 4975 of the Code, or (c) any Person whose assets include (for purposes

of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the

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

“ Board ” means the Board of Governors of the Federal Reserve System of the

United States.

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“ Bona Fide Debt Fund ” means any debt fund Affiliate of a Disqualified Lender

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

making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and

similar extensions of credit or securities in the ordinary course of its business and whose

managers are not involved with the equity investment decisions of such Disqualified Xxxxxx.

“ Borrower ” has the meaning assigned to such term in the preamble to this

Agreement.

“ Borrower Materials ” has the meaning assigned to such term in Section 5.01 .

“ Borrowing ” means Loans of the same Class, Type and currency, 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.

“ Borrowing Request ” means a request by the Borrower for a Borrowing in

accordance with Section 2.03 substantially in the form of Exhibit A hereto.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on

which commercial banks in New York City are authorized or required by law to remain closed;

provided , however , that, when used in connection with a Term SOFR Loan or Daily SOFR Loan,

the term “Business Day” shall mean a U.S. Government Securities Business Day.

“ Capital Expenditures ” means, for any period, the additions to property, plant and

equipment of the Borrower and the Restricted Subsidiaries that are (or should be) set forth in a

consolidated statement of cash flows of the Borrower and the Restricted Subsidiaries for such

period prepared in accordance with GAAP.

“ Capital Lease Obligations ” of any Person means, subject to Section 1.04 , the

obligations of such Person to pay rent or other amounts under any lease of (or other arrangement

conveying the right to use) real or personal property, or a combination thereof, which obligations

are required to be classified and accounted for as capital leases on a balance sheet of such Person

under GAAP, and the amount of such obligations shall be the capitalized amount thereof

determined in accordance with GAAP.

“ Capitalized Software Expenditures ” means, for any period, the aggregate of all

expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted

Subsidiaries during such period in respect of purchased software or internally developed

software and software enhancements that, in conformity with GAAP, are or are required to be

reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted

Subsidiaries.

“ Captive Insurance Subsidiaries ” means, collectively or individually, as of any

date of determination, those regulated Subsidiaries primarily engaged in the business of

providing insurance and insurance-related services to Holdings and its Subsidiaries.

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“ Cash Collateralize ” means to deposit, or designate funds previously deposited, in

a deposit account subject to control of the Administrative Agent or the Collateral Agent, solely

for the benefit of the Issuing Banks or Revolving Lenders, as collateral for Letters of Credit or

obligations of Revolving Lenders to fund participations in respect of Letters of Credit, cash or

deposit account balances in an aggregate amount equal to 103% of the maximum amount

available to be drawn under such Letters of Credit or, if the applicable Issuing Bank shall agree

in its sole discretion, other credit support, in each case pursuant to documentation in form and

substance reasonably satisfactory to the applicable Issuing Bank.  “ Cash Collateral ” has a

meaning correlative to the foregoing.

“ Cash Equivalents ” means:

(a) (i) Dollars, Sterling, Euros or any other Alternative Currency, (ii) any

other national currency of any member state of the European Union or (iii) any other foreign

currency, in the case of clauses (ii) and (iii) held by any Holding Company, the Borrower or any

of the Restricted Subsidiaries in the ordinary course of business;

(b) securities issued or directly and fully Guaranteed or insured by the United

States, a member state of the European Union or the United Kingdom or, in each case, any

agency or instrumentality thereof ( provided that the full faith and credit of such country or such

member state is pledged in support thereof), having maturities of not more than two (2) years

from the date of acquisition;

(c) certificates of deposit, time deposits, eurodollar time deposits, overnight

bank deposits or bankers’ acceptances issued by (x) any Revolving Lender or affiliate thereof or

(y) any bank or trust company (i) whose commercial paper is rated at least “A-2” or the

equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s and (ii) having

combined capital and surplus in excess of $500 million;

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

clauses (b) and (c) entered into with any Person referenced in clause (c) above;

(e) commercial paper rated at the time of acquisition thereof at least “A-2” or

the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s;

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

or territory of the United States, any member of the European Union, any other foreign

government or any political subdivision or taxing authority thereof, in each case, having one of

the two highest rating categories obtainable from either Moody’s or S&P with maturities of not

more than two years from the date of acquisition;

(g) interests in any investment company or money market fund or enhanced

high yield fund which invests at least 90% of its assets in instruments of the type specified in

clauses (a) through (f) above;

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(h) instruments and investments of the type and maturity described in clauses

(a) through (g) above denominated in any foreign currency or of foreign obligors, which

investments or obligors are, in the reasonable judgment of the Borrower, comparable in

investment quality to those referred to above;

(i) solely with respect to any Person that is organized or incorporated outside

of the United States or any state or territory thereof or the District of Columbia, investments of

comparable tenor and credit quality to those described in the foregoing clauses (b) through (g)

customarily utilized in countries in which such Foreign Subsidiary operates for short term cash

management purposes; and

(j) any other investments permitted by the investment policy of Holdings and

the Restricted Subsidiaries delivered to the Administrative Agent prior to the Closing Date and

on file with the Administrative Agent (it being understood and agreed that no such policy has

been delivered to the Administrative Agent prior to the Closing Date).

“ Cash Management Agreement ” means any agreement to provide Cash

Management Services.

“ Cash Management Obligations ” means, as to any Loan Party or Restricted

Subsidiary, any and all obligations of such Loan Party or Restricted Subsidiary, whether absolute

or contingent and however and whenever created, arising, evidenced or acquired (including all

renewals, extensions and modifications thereof and substitutions therefor), under any Cash

Management Agreement.

“ Cash Management Services ” means any one or more of the following types of

services or facilities: (a) ACH transactions, (b) cash management services, including controlled

disbursement services, treasury, depository, overdraft, credit or debit card, stored value card,

electronic funds transfer services, and (c) foreign exchange facilities or other cash management

arrangements in the ordinary course of business.  For the avoidance of doubt, Cash Management

Services do not include Swap Agreements.

“ CFC ” means a Foreign Subsidiary of the Borrower that is a “controlled foreign

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

“ CFC Holding Company ” means any Subsidiary of the Borrower substantially all

the assets of which consists (directly or indirectly) of equity interests (including, for this purpose,

any debt or other instrument treated as equity for U.S. federal income tax purposes) in one or

more (a) Foreign Subsidiaries that are CFCs and/or (b) other Subsidiaries substantially all the

assets of which consists (directly or indirectly) of equity interests (including, for this purpose,

any debt or other instrument treated as equity for U.S. federal income tax purposes) in one or

more Foreign Subsidiaries that are CFCs.

“ Change in Control ” means the occurrence of any of the following events after the

Sixth Amendment Effective Date:  (a) at any time prior to the consummation of an IPO, the

Permitted Holders shall cease to both (i) control and own, directly or indirectly, of record and

15

beneficially (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act or any successor

provisions) more than 50% of the voting interests (for the election of directors) in the outstanding

voting securities having ordinary voting power for the election of directors of Holdings and (ii)

maintain the right to appoint directors having more than 50% of the aggregate votes on the board

of directors of Holdings, (b) at any time after the consummation of an IPO, and for any reason

whatsoever, (i) any “ person ” or “ group ”, but excluding the Permitted Holders and any

underwriters in connection with such IPO, shall become the “ beneficial owner ”, directly or

indirectly, of more than 40% of the outstanding voting securities having ordinary voting power

for the election of directors of Holdings, unless the Permitted Holders shall have the right to

appoint directors having more than 50% of the aggregate votes on the board of directors of

Holdings and (ii) such “person” or “group” shall own a greater percentage of the outstanding

voting securities having ordinary voting power for the election of directors of Holdings than the

Permitted Holders, (c) at any time after the consummation of an IPO, the Public Company (if not

Holdings) shall cease to own, directly or indirectly through wholly owned Subsidiaries (other

than directors’ and other similar qualifying shares), of record and beneficially, together with any

other Permitted Holders, 100% of each class of outstanding Equity Interests of Holdings (other

than directors’ and other similar qualifying shares) or (d) Holdings shall cease to own, directly or

indirectly, of record and beneficially, 100% of each class of outstanding Equity Interests of the

Xxxxxxxx (other than directors’ and other similar qualifying shares).

For purposes of this definition, including other defined terms used herein in

connection with this definition and notwithstanding anything to the contrary in this definition or

any provision of Section 13d-3 of the Exchange Act, (i) “beneficial ownership” shall be as

defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act (as in effect as of the Sixth

Amendment Effective Date), (ii) the phrase “person” or “group” is within the meaning of Section

13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such “person” or

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

fiduciary or administrator of any such plan, (iii) if any “person” or “group” includes one or more

Permitted Holders, the issued and outstanding Equity Interests of Holdings 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 (b) of this

definition is triggered, (iv) a “person” or “group” shall not be deemed to beneficially own Equity

Interests to be acquired by such “person” or “group” pursuant to a stock or asset purchase

agreement, merger agreement, option agreement, warrant agreement or similar agreement (or

voting or option or similar agreement related thereto) until the consummation of the acquisition

of the Equity Interests in connection with the transactions contemplated by such agreement and

(v) a “person” or “group” shall not be deemed to beneficially own the capital stock of another

Person as a result of its ownership of capital stock or other securities of such other Person’s

parent (or related contractual rights) unless it owns 50% or more of the total voting power of the

capital stock entitled to vote for the election of directors of such other Person’s parent having a

majority of the aggregate votes on the board of directors of such other Person’s parent.

“ Change in Law ” means (a) the adoption of any law, rule, treaty or regulation

after the Sixth Amendment Effective Date, (b) any change in any law, rule, treaty or regulation

or in the interpretation or application thereof by any Governmental Authority after the Sixth

16

Amendment Effective Date or (c) compliance by any Lender or any Issuing Bank (or, for

purposes of Section 2.15(b) , by any lending office of such Lender or by such Lender’s or such

Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not

having the force of law) of any Governmental Authority made or issued after the Sixth

Amendment Effective Date; provided that notwithstanding anything herein to the contrary, (x)

the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules,

guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules,

guidelines or directives promulgated by the Bank for International Settlements, the Basel

Committee on Banking Supervision (or any successor or similar authority) or the United States

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 or issued.

“ Charges ” has the meaning assigned to such term in Section 9.13 .

“ Class ,” when used in reference to any Loan or Borrowing, refers to whether such

Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans, Swingline

Loans, 2024 Term Loans, Incremental Term Loans, Incremental Revolving Loans (including the

2020 Incremental Revolving Loans), Other Term Loans, Other Revolving Loans, Extended Term

Loans or Extended Revolving Loans; when used in reference to any Commitment, refers to

whether such Commitment is a Term Commitment, Revolving Commitment, Incremental Term

Commitment, Incremental Revolving Commitment (including the 2020 Incremental Revolving

Commitment), Extended Revolving Commitments, Other Term Commitment and Other

Revolving Commitment; and when used in reference to any Lender, refers to whether such

Lender has a Loan or Commitment with respect to a particular Class.  Incremental Term Loans,

Extended Term Loans and Other Term Loans (together with the respective Commitments in

respect thereof) shall, at the election of the Borrower, be construed to be in different Classes.

Incremental Revolving Loans, Extended Revolving Loans and Other Revolving Loans (together

with the respective Commitments in respect thereof) shall, at the election of the Borrower, be

construed to be in different Classes.

“ Closing Date ” means the date on which the conditions precedent set forth in

Section 4.01 shall have been satisfied or waived, which date is October 12, 2018.

“ Closing Date Distribution ” means a distribution to the Current Holders (as

defined in the Recapitalization Agreement) as contemplated by the Recapitalization Agreement.

“Closing Date Joint Lead Arrangers” means GS Bank, Barclays, MLPFS, Citizens

Bank, N.A., Credit Suisse Loan Funding LLC, KKR Capital Markets LLC and SunTrust

Xxxxxxxx Xxxxxxxx, Inc., each in its capacity as a joint lead arranger in respect of the Closing

Date credit facilities provided herein.

“ Closing Date Recapitalization ” has the meaning assigned to such term in the

recitals to this Agreement.

“ Closing Date Refinancing ” has the meaning assigned to such term in

Section 4.01(k) .

17

“Closing Date Term Loans” means the Term Loans made on the Closing Date

used to fund the Transactions.

“ Code ” means the Internal Revenue Code of 1986, as amended (unless otherwise

provided for herein).

“ Collateral ” means any and all “ Collateral ” or “ Mortgaged Property ” (or any term

of similar meaning), as defined in any applicable Security Document, and any and all property of

whatever kind or nature subject to or purported to be subject to a Lien under any Security

Document, but shall in all events exclude all Excluded Property.

“ Collateral Agent ” means Barclays, in its capacity as collateral agent for the

Secured Parties, and its successors in such capacity as provided in Article VIII .

“ Commitment ” means, with respect to any Person, such Person’s Term

Commitment, Revolving Commitment, Incremental Term Commitment, Incremental Revolving

Commitment, Other Term Commitment, Extended Revolving Commitment or Other Revolving

Commitment or any combination thereof (as the context requires).

“ Commitment Letter ” means the means the Amended and Restated Commitment

Letter dated August 31, 2018 by and among the Borrower, GS Bank, Barclays, Bank of America,

N.A., MLPFS, Credit Suisse AG, KKR Corporate Lending LLC, KKR Capital Markets LLC,

Citizens Bank, N.A., SunTrust Bank and SunTrust Xxxxxxxx Xxxxxxxx, Inc

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1

et seq .), as amended from time to time, and any successor statute.

“ Communications ” has the meaning assigned to such term in Section 9.15 .

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit J

annexed hereto.

“ Consolidated Depreciation and Amortization Expense ” means, with respect to

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

amortization or write-off of (i) intangibles and non-cash organization costs, (ii) deferred

financing fees or costs and (iii) Capitalized Software Expenditures or costs, capitalized

expenditures, customer acquisition costs and incentive payments, conversion costs and contract

acquisition costs, the amortization of original issue discount resulting from the issuance of

Indebtedness at less than par and amortization of favorable or unfavorable lease assets or

liabilities, of such Person and its Restricted Subsidiaries for such period on a consolidated basis

and otherwise determined in accordance with GAAP and any write-down of assets or asset value

carried on the balance sheet.

“ Consolidated EBITDA ” of any Person for any period means the Consolidated

Net Income of such Person for such period:

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(1) increased (without duplication) by:

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

state, provincial, local, foreign, franchise and similar taxes and foreign

withholding and similar taxes, in each case, imposed on income, profits or

capital (including any penalties and interest) of such Person paid or

accrued during such period, to the extent the same were deducted (and not

added back) in computing Consolidated Net Income; plus

(b) total interest expense of such Person for such period (including (x) net

losses on Swap Obligations or other derivative instruments entered into for

the purpose of hedging interest rate risk and (y) costs of surety bonds in

connection with financing activities), to the extent the same were deducted

(and not added back) in calculating Consolidated Net Income; plus

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

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

computing Consolidated Net Income; plus

(d) [reserved]; plus

(e) (x) (A) fees, costs, expenses, accruals, reserves or charges relating to

restructuring, integration, transition, facilities opening and pre-opening or

other business optimization (including charges related to the undertaking

and/or implementation of cost-savings initiatives, operating expense

reductions, and other similar initiatives), that are deducted (and not added

back) in such period in computing Consolidated Net Income, including

those related to severance, reserve, retention, signing bonuses, relocation,

recruiting and other employee-related costs, future lease commitments,

curtailments, one-time costs related to entry into new markets, investments

in new products, consulting and other professional fees, signing costs,

relocation expenses, modifications to or losses on settlement of pension

and post-retirement employee benefit plans, new systems design and

implementation costs, costs related to the creation of a new customer

platform (including internal labor costs) and costs of migrating customers

to such platform, project startup costs, and costs of and payments of legal

settlements, fines, judgments or orders, costs related to the opening and

closure and/or consolidation of facilities, and costs related to the

implementation of operational and reporting systems and technology

initiatives or in connection with becoming a standalone company and

(B) the amount of any one-time restructuring charge or reserve including,

without limitation, in connection with (i) acquisitions after the Closing

Date and (ii) consolidation or closing of facilities and (y) any other fees,

costs, expenses, reserves or charges to the extent supported by a quality of

earnings report provided to the Administrative Agent and prepared by

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financial advisors that are reasonably acceptable to the Administrative

Agent (it being understood and agreed that any of the “Big Four”

accounting firms and Xxxxxxx and Marsal are acceptable to the

Administrative Agent), that are deducted (and not added back) in such

period in computing Consolidated Net Income; plus

(f) any other non-cash charges, write-downs, expenses, losses or items

reducing Consolidated Net Income for such period, including (A) non-

cash restructuring charges or non-cash reserves in connection with the

Transactions, any Permitted Acquisition or other permitted Investment

consummated after the Closing Date, (B) all non-cash losses (minus any

non-cash gains) from Dispositions (including, without limitation, asset

retirement costs), (C) non-cash charges attributable to any post-

employment benefits offered to former employees, (D) non-cash asset

impairments (including from the revaluation of inventory (including any

impact of changes to inventory valuation policy methods including

changes in capitalization of variances) or other inventory adjustments) and

(E) non-cash losses (minus any non-cash gains) with respect to swaps,

xxxxxx and other similar agreements and derivative instruments; provided

that if any non-cash charges represent an accrual or reserve for potential

cash items in any future period, (A) such Person may elect not to add back

such non-cash charge in the current period and (B) to the extent such

Person elects to add back such non-cash charges in the current period, the

cash payment in respect thereof in such future period shall be subtracted

from Consolidated EBITDA to such extent); plus

(g) the amount of “run rate” cost savings, operating expense reductions, other

operating improvements and initiatives and synergies (A) (i) projected by

the Borrower in good faith to result from actions taken, or with respect to

which substantial steps are reasonably expected to have been taken, within

twenty-four (24) months after, without duplication, the end of the Test

Period in which the applicable Subject Transaction is initiated or a plan for

realization thereof shall have been established, (ii) supported by a quality

of earnings report provided to the Administrative Agent and prepared by

financial advisors that are reasonably acceptable to the Administrative

Agent (it being understood and agreed that any of the “Big Four”

accounting firms and Xxxxxxx and Marsal are acceptable to the

Administrative Agent) or (iii) determined on a basis consistent with

Article 11 of Regulation S-X promulgated under the Exchange Act and as

interpreted by the staff of the Securities and Exchange Commission (or

any successor agency), and (B) related to (i) the Transactions and (ii) after

the Closing Date, permitted asset sales, mergers or other business

combinations, acquisitions, investments, dispositions or divestitures,

operating improvements, restructurings, cost-saving initiatives, actions or

events and certain other similar initiatives and specified transactions

20

(collectively, the “ Subject Transactions ”), in each case, which will be

added to Consolidated EBITDA as so projected or determined until fully

realized and calculated on a Pro Forma Basis as though such cost savings,

operating expense reductions, other operating improvements and

initiatives and synergies had been realized on the first day of such period

and will be net of the amount of actual benefits realized during such period

from such actions; plus

(h) add-backs for fees, costs and expenses related to an IPO or other exit

transaction (whether or not consummated); plus

(i) add-backs and adjustments reflected in the Projections and quality of

earnings report delivered to the Joint Lead Arrangers on July 24, 2018 or

July 27, 2018, as applicable; plus

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

expenditures) not representing Consolidated EBITDA or Consolidated Net

Income in any period to the extent non-cash gains relating to such income

were deducted in the calculation of Consolidated EBITDA pursuant to

clause (2) below for any previous period and not added back; plus

(k) accrued or paid Permitted Investor Payments deducted in calculating

Consolidated Net Income (and not added back in such period to

Consolidated Net Income); plus

(l) to the extent deducted in calculating Consolidated Net Income (and not

added back in such period to Consolidated Net Income), the amount of

loss on any sale of Securitization Assets and related assets to a

Securitization Subsidiary in connection with a Qualified Securitization

Financing; plus

(m) to the extent deducted in calculating Consolidated Net Income (and not

added back in such period to Consolidated Net Income), Restricted

Payments to employees or officers permitted pursuant to Section 6.06 ,

solely to the extent not made in lieu of, or as a substitution for, ordinary

salary or ordinary payroll payments;

(2) decreased (without duplication) by:

(a) non-cash gains increasing Consolidated Net Income of such Person for

such period, excluding any non-cash gains to the extent they represent the

reversal of an accrual or reserve for a potential cash item that reduced

Consolidated EBITDA in any prior period and any non-cash gains with

respect to cash actually received in a prior period so long as such cash did

not increase Consolidated EBITDA in such prior period; plus

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(b) any net income included in the consolidated financial statements due to

the application of FAS 160 (Accounting Standards Codification Topic

810); plus

(c) all cash payments made during such period to the extent made on account

of non-cash reserves and other non-cash charges added back to

Consolidated Net Income pursuant to clause (1)(f) above in a previous

period (it being understood that this clause (2)(c) shall not be utilized in

reversing any non-cash reserve or charge added to Consolidated Net

Income);

(3) increased or decreased (without duplication) by any adjustments resulting for the

application of Accounting Standards Codification Topic 460 or any comparable

regulation.

Notwithstanding the foregoing, for purposes of determining Consolidated EBITDA for any four-

fiscal quarter period that includes any of the fiscal quarters ending September 30, 2017,

December 31, 2017, March 31, 2018 or June 30, 2018, Consolidated EBITDA for such fiscal

quarters shall equal $16,851,000, $19,320,000, $26,833,000 and $33,470,000, respectively

(which amounts, for the avoidance of doubt, shall be subject to addbacks and adjustments

pursuant to clause (1)(g) above and shall give effect to calculations on a Pro Forma Basis in

accordance with Section 1.05 in respect of Specified Transactions (including the cost savings

described above or in the definition of “Consolidated Net Income” that in each case may become

applicable due to actions taken on or after the Closing Date).  For purposes of determining

compliance with any financial test or ratio hereunder (including any incurrence test) but not for

purposes of calculating Excess Cash Flow, (x) Consolidated EBITDA of any Person, property,

business or asset acquired by the Borrower or any Restricted Subsidiary during such period and

of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary shall be included in

determining Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for any

period, (y) Consolidated EBITDA of any Restricted Subsidiary or any operating entity for which

historical financial statements are available that is Disposed of during such period or any

Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period shall

be excluded in determining Consolidated EBITDA of the Borrower and the Restricted

Subsidiaries for any period, and (z) Consolidated EBITDA shall be calculated on a Pro Forma

Basis.  Unless otherwise provided herein, Consolidated EBITDA shall be calculated with respect

to the Borrower and the Restricted Subsidiaries.

“ Consolidated Interest Expense ” means, with respect to any Person for any

period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for

such period, to the extent such expense was deducted (and not added back) in

computing Consolidated Net Income (including (a) amortization of original issue

discount or premium resulting from the issuance of Indebtedness at less than par,

(b) all commissions, discounts and other fees and charges owed with respect to

22

letters of credit or bankers acceptances or any similar facilities or financing and

hedging agreements, (c) non-cash interest payments (but excluding any non-cash

interest expense attributable to the movement in the mark to market valuation of

any Swap Obligations or other derivative instruments pursuant to GAAP), (d) the

interest component of Capital Lease Obligations, (e) net payments, if any,

pursuant to interest rate Swap Obligations with respect to Indebtedness, and (f) to

the extent constituting interest expense in accordance with GAAP, consulting fees

and expenses, and excluding (t) penalties and interest relating to taxes, (u)

accretion or accrual of discounted liabilities other than Indebtedness, (v) any

expense resulting from the discounting of any Indebtedness in connection with the

application of purchase accounting in connection with any acquisition, (w)

amortization of deferred financing fees, debt issuance costs, commissions, fees

and expenses, (x) any expensing of bridge, commitment and other financing fees

and (y) interest with respect to Indebtedness of any parent of such Person

appearing upon the balance sheet of such Person solely by reason of push-down

accounting under GAAP); provided that, for the avoidance of doubt, prepayment

premiums and penalties shall not be included in this clause (1) ; plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for

such period, whether paid or accrued; plus

(3) all cash dividends or other distributions paid (excluding items eliminated in

consolidation) on any series of preferred stock of any Subsidiary of such Person

during such period; plus

(4) all cash dividends or other distributions paid (excluding items eliminated in

consolidation) on any series of Disqualified Equity Interests during this period;

minus

(5) interest income for such period.

For purposes of this definition, interest on a Capital 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

Capital Lease Obligation in accordance with GAAP.

“ Consolidated Net Income ” means, for any period, the net income (loss) of the

Borrower and the Restricted Subsidiaries determined on a consolidated basis on the basis of

GAAP; provided , however , that there will not be included in such Consolidated Net Income:

(a) any net income (loss) of any Person if such Person is not a Restricted Subsidiary,

except that any equity in the net income of any such Person for such period will

be included in such Consolidated Net Income up to the aggregate amount of cash

or Cash Equivalents actually distributed by such Person during such period to the

Borrower or any Restricted Subsidiary as a dividend or other distribution or as a

return on investment;

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(b) any net gain (or loss) (i) realized upon the sale or other disposition of any asset or

disposed operations of the Borrower or any Restricted Subsidiaries (including

pursuant to any Sale Leaseback which is not sold or otherwise disposed of in the

ordinary course of business) or (ii) from discontinued operations (but if such

operations are classified as discontinued due to the fact that they are subject to an

agreement to dispose of such operations, at Xxxxxxxx’s election, only when and to

the extent such operations are actually disposed of);

(c) the cumulative effect of a change in accounting principles;

(d) any extraordinary, unusual or nonrecurring gain, loss, charge or expense, or any

charges, expenses or reserves in respect of any restructuring, integration,

redundancy or severance expense;

(e) all deferred financing costs written off or amortized and premiums paid or other

expenses incurred directly in connection with any early extinguishment of

Indebtedness and any net gain (loss) from any write-off or forgiveness of

Indebtedness;

(f) any unrealized gains or losses in respect of Swap Obligations or any

ineffectiveness recognized in earnings related to qualifying hedge transactions or

the fair value of changes therein recognized in earnings for derivatives that do not

qualify as hedge transactions, in each case, in respect of Swap Obligations;

(g) unrealized foreign exchange losses resulting from the impact of foreign currency

changes on the valuation of assets or liabilities on the balance sheet of the

Borrower and the Restricted Subsidiaries;

(h) any unrealized foreign currency transaction gains or losses in respect of

obligations of any Person denominated in a currency other than the functional

currency of such Person and any unrealized foreign exchange gains or losses

relating to translation of assets and liabilities denominated in foreign currencies;

(i) any unrealized foreign currency translation or transaction gains or losses in

respect of Indebtedness or other obligations of the Borrower or any Restricted

Subsidiary owing to the Borrower or any Restricted Subsidiary;

(j) any net unrealized gains and losses resulting from Swap Obligations or embedded

derivatives that require similar accounting treatment and the application of

Accounting Standards Codification Topic 815 and related pronouncements;

(k) any goodwill or other asset impairment charge or write-off or write-down;

(l) any after-tax effect of income (loss) from the early retirement, extinguishment or

cancellation of Indebtedness or Swap Obligations or other derivative instruments;

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(m) accruals and reserves that are established within twelve months after the Closing

Date that are so required to be established as a result of the Transactions in

accordance with GAAP;

(n) earn-out, non-compete and contingent consideration obligations incurred or

accrued in connection with any Permitted Acquisition or other Investment and

paid or accrued during the applicable period;

(o) cash and non-cash charges, paid or accrued, and gains resulting from the

application of Financial Accounting Standards No. 141R (Accounting Standards

Codification Topic 805) (including with respect to earn-outs incurred by the

Borrower or any of the Restricted Subsidiaries);

(p) (x) Transaction Costs and Sixth Amendment Transaction Costs and (y) any fees,

costs, expenses or charges (including those relating to rationalization, legal, tax,

accounting, structuring and transaction bonuses to employees, officers and

directors) related to any actual, proposed or contemplated: (i) issuance or

registration (actual or proposed) of Equity Interests or IPO (including any one-

time expense relating to enhanced accounting functions or other transactions costs

associated with becoming a public company), (ii) acquisition, merger or other

Investment, (iii) disposition, (iv) recapitalization, consolidation or restructuring,

(v) issuance of a letter of credit, (vi) incurrence, repayment or registration (actual

or proposed) of Indebtedness (including a refinancing thereof) or (vii) any

amendment, waiver, consent or other modification of any Indebtedness or any

Equity Interests, in the case of each of clauses (i) through (vii) of this clause (y) ,

whether or not actually consummated;

(q) charges, losses or expenses to the extent paid for, indemnified or insured or

reimbursed by a third party or so long as such amount is reasonably expected to

be received in a subsequent period and within 365 days from the date of the

underlying charges, losses or expenses; provided that (x) if such amount is not so

reimbursed within such 365-day period, such expenses or losses shall be

subtracted in the subsequent period and (y) if such amount is reimbursed or

received in a subsequent period, such amount shall not be included in calculating

Consolidated Net Income in such subsequent period;

(r) charges, losses or expenses covered by business interruption insurance to the

extent proceeds from such business interruption insurance have been received in

cash or, so long as such amount is reasonably expected to be received in a

subsequent period and within 365 days from the date of the underlying charges,

losses or expenses, to the extent not already included in Consolidated Net Income;

provided that (x) if such amount is not so reimbursed within such 365-day period,

such expenses or losses shall be subtracted in the subsequent period and (y) if

such amount is reimbursed or received in a subsequent period, such amount shall

25

not be included in calculating Consolidated Net Income in such subsequent

period;

(s) any net loss included in the consolidated financial statements due to the

application of Financial Accounting Standards No. 160 “Non-controlling Interests

in Consolidated Financial Statements” (“ FAS 160 ”) (Accounting Standards

Codification Topic 810);

(t) the amount of any minority interest expense consisting of Subsidiary income

attributable to minority equity interests of third parties in any non-wholly owned

Subsidiary and any minority income consisting of Subsidiary loss attributable to

minority equity interests of third parties in any non-wholly owned Subsidiary;

(u) non-cash charges, costs, expenses, accruals or reserves for any management

equity plan, supplemental executive retirement plan or stock option plan or other

type of compensatory plan for the benefit of officers, directors or employees and

any non-cash deemed finance charges in respect of any pension liabilities or other

provisions or on the re-valuation of any benefit plan obligation (and, without

duplication, costs or expenses incurred by Holdings or any Restricted Subsidiary

pursuant to any management equity plan, pension plan, stock option plan or

distributor equity plan or any other management or employee benefit plan or

agreement or any stock subscription or shareholder agreement, to the extent that

such cost or expenses are funded with cash proceeds contributed to the capital of

Holdings and contributed to the Borrower or net cash proceeds of an issuance of

Qualified Equity Interests of Holdings to the extent contributed to the Borrower

(in each case, except to the extent comprising any Cure Amount)); and

(v) non-cash effects of purchase accounting or similar adjustments required or

permitted by GAAP in connection with the Transactions, any Permitted

Acquisitions or Investments permitted under Section 6.04 , including adjustments

to inventory, property and equipment, software and other intangible assets and

deferred revenue in component amounts required or permitted by GAAP and

related authoritative pronouncements (including the effects of such adjustments

pushed down to the Borrower and the Restricted Subsidiaries), as a result of any

consummated acquisition, or the amortization or write-off of any amounts thereof

(including any write-off of in process research and development); and

(w) the impact of changes in foreign currency translation rates on the valuation of

deferred revenue on the balance sheet of the Borrower and its Restricted

Subsidiaries.

In addition, to the extent not already included in the Consolidated Net Income of such Person and

its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing,

Consolidated Net Income shall exclude, solely for the purpose of determining the Available

Amount (and any corresponding definition thereof), any net income (loss) of any Restricted

26

Subsidiary (other than the Loan Parties) if such Restricted Subsidiary is subject to restrictions,

directly or indirectly, on the payment of dividends or the making of distributions by such

Restricted Subsidiary, directly or indirectly, to any Loan Party by operation of the terms of such

Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or

governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders

(other than (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant

to this Agreement, the Second Lien Credit Agreement, or any agreement evidencing Additional

Debt, Second Lien Loans, or Indebtedness incurred as a Permitted Refinancing of any of the

foregoing and (c) restrictions arising pursuant to an agreement or instrument if the encumbrances

and restrictions contained in any such agreement or instrument taken as a whole are not

materially less favorable to the Secured Parties than the encumbrances and restrictions contained

in the Loan Documents (as determined by the Borrower in good faith)), except that the

Borrower’s equity in the net income of any such Restricted Subsidiary for such period will be

included in such Consolidated Net Income up to the aggregate amount of cash or Cash

Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary

during such period to the Borrower or another Restricted Subsidiary as a dividend or other

distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation

contained in this clause).

“ Consolidated Total Assets ” means, 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 on a Pro Forma Basis as of the Applicable Date of Determination calculated on a

Pro Forma Basis.

“ Consolidated Working Capital ” means, at any date, the excess (which may be a

negative number) of (a) the sum of all amounts (other than cash and Cash Equivalents) that

would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any

like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at

such date excluding the current portion of current and deferred income taxes, deferred financing

fees and assets held for sale over (b) the sum of all amounts that would, in conformity with

GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a

consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date,

including deferred revenue but excluding, without duplication, (i) the current portion of any long

term debt and all revolving loans, (ii) all Indebtedness consisting of Loans and LC Exposure and

Capital Lease Obligations to the extent otherwise included therein, (iii) the current portion of

interest payable and (iv) the current portion of current and deferred income taxes; provided that

Consolidated Working Capital shall be calculated without giving effect to (v) the depreciation of

the Dollar relative to other foreign currencies, (w) purchase accounting, (x) any assets or

liabilities acquired, assumed, sold or transferred in any Acquisition or Disposition pursuant to

Section 6.05(j) or Section 6.05(y) , (y) as a result of the reclassification of items from short-term

to long-term and vice versa or (z) changes to Consolidated Working Capital resulting from non-

cash charges and credits to consolidated current assets and consolidated current liabilities

(including derivatives and deferred income tax).

27

“ Control ” means the possession, directly or indirectly, of the power to direct or

cause the direction of the management or policies of a Person, whether through the ability to

exercise voting power, by contract or otherwise.  The terms “ Controlling ” and “ Controlled ” have

meanings correlative thereto.

“ Controlled Investment Affiliate ” means, as to any Person, any other Person

which directly or indirectly is in Control of, is Controlled by, or is under common Control with,

such Person and is organized by such Person (or any person Controlling such person) primarily

for making equity or debt investments, directly or indirectly, in Holdings or other portfolio

companies of such Person.

“ Covered Party ” has the meaning assigned to such term in Section 9.20(b).

“ Credit Agreement Refinanced Debt ” has the meaning assigned to such term in

the definition of “Credit Agreement Refinancing Indebtedness.”

“ Credit Agreement Refinancing Indebtedness ” means (a) Permitted First Priority

Replacement Debt, (b) Permitted Second Priority Replacement Debt, (c) Permitted Unsecured

Replacement Debt, and/or (d) Other Term Loans or Other Revolving Commitments (including

the corresponding Other Revolving Loans incurred pursuant to such Other Revolving

Commitments) obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or

obtained (in each case including by means of the extension or renewal of existing Indebtedness)

in exchange for, or to extend, renew, replace, restructure or refinance, in whole or in part, any or

all Classes of then existing Term Loans, Revolving Loans or Revolving Commitments (in each

case including any successive Credit Agreement Refinancing Indebtedness) (the “ Credit

Agreement Refinanced Debt ”); provided that (u) subject to Section 1.06(b) , such Credit

Agreement Refinancing Indebtedness (including, if such Credit Agreement Refinancing

Indebtedness includes any Other Revolving Commitments, such Other Revolving Commitments)

is in an original aggregate principal amount not greater than the aggregate principal amount of

the Credit Agreement Refinanced Debt (including, in the case of Credit Agreement Refinanced

Debt consisting, in whole or in part, of Revolving Commitments or Other Revolving

Commitments, the amount thereof) plus any other Indebtedness that could otherwise be

(A) incurred hereunder (subject to a dollar-for-dollar usage of any basket (other than any basket

that provides for Credit Agreement Refinancing Indebtedness) set forth in Section 6.01 ) and

(B) if such Indebtedness is secured, subject to a dollar-for-dollar usage of any basket (other than

any basket that provides for Liens on Credit Agreement Refinancing Indebtedness) set forth in

Section 6.02 , plus premiums and accrued and unpaid interest, fees and expenses in respect

thereof plus other reasonable costs, fees and expenses (including reasonable upfront fees and

original issue discount) incurred in connection with such Credit Agreement Refinancing

Indebtedness, (v) such Credit Agreement Refinancing Indebtedness (A) does not mature prior to

the maturity date of and, except in the case of Other Revolving Commitments, has a Weighted

Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity at such

time of the corresponding Class of Credit Agreement Refinanced Debt (without giving effect to

nominal amortization for periods where amortization has been eliminated as a result of a

prepayment of the applicable Credit Agreement Refinanced Debt); provided that this clause (v)

28

shall not apply to the extent such Credit Agreement Refinancing Indebtedness consists of Other

Term Loans constituting Subject Indebtedness incurred in reliance on the Maturity Limitation

Excluded Amount, and (B) in the case of any Refinancing Notes, shall not be subject to any

amortization prior to final maturity or mandatory prepayment provisions (other than related to

customary asset sale, similar events and change of control offers) that would result in mandatory

prepayment of such notes being refinanced (it being understood that the Borrower shall be

permitted to prepay or offer to purchase any senior secured Credit Agreement Refinancing

Indebtedness in the form of notes secured on a pari passu basis), (w) such Credit Agreement

Refinancing Indebtedness shall not be incurred or Guaranteed by any Person that did not incur or

Guarantee such Credit Agreement Refinanced Debt, (x) such Credit Agreement Refinanced Debt

shall be repaid, defeased or satisfied and discharged, and all accrued and unpaid interest, fees

then due and premiums (if any) in connection therewith shall be paid substantially

contemporaneously with the incurrence of the Credit Agreement Refinancing Indebtedness and

(y) if such Credit Agreement Refinancing Indebtedness is Permitted First Priority Replacement

Debt, Permitted Second Priority Replacement Debt and/or Permitted Unsecured Replacement

Debt, in each case, that replaces or refinances any Credit Facility or any Incremental Credit

Facility in its entirety, the terms and conditions applicable thereto (other than, for the avoidance

of doubt pricing and optional repayment or redemption terms), shall either, at the option of the

Borrower, (I) in the case of Credit Agreement Refinancing Indebtedness that is Permitted First

Priority Replacement Debt, reflect market terms and conditions at the time of incurrence or

effectiveness (as determined by the Borrower in good faith) or (II) be no more favorable in any

material respect to the lenders providing such Indebtedness than those under the Loan

Documents (as reasonably determined by the Borrower and the Administrative Agent in good

faith) (other than, for the avoidance of doubt, covenants or other provisions applicable only after

the Latest Maturity Date at the time such Credit Agreement Refinancing Indebtedness is incurred

or issued), unless such terms and conditions are also added for the benefit of the Lenders under

the Loan Documents.  For the avoidance of doubt, (I) Credit Agreement Refinancing

Indebtedness consisting of Other Term Loans or Other Revolving Commitments (including the

corresponding Other Revolving Loans incurred pursuant to such Other Revolving Commitments)

shall be subject to the requirements set forth in Section 2.21 , and (II) to the extent that such

Credit Agreement Refinanced Debt consists, in whole or in part, of (A) Revolving Commitments

or Other Revolving Commitments, such Revolving Commitments or Other Revolving

Commitments or (B) Revolving Loans or Other Revolving Loans, the corresponding Revolving

Commitments or Other Revolving Commitments, in each case, shall be terminated, and all

accrued fees in connection therewith shall be paid substantially contemporaneously with the

incurrence of the Credit Agreement Refinancing Indebtedness.

“ Credit Event ” has the meaning assigned to such term in Section 4.02 .

“ Credit Facility ” means the Term Loans and the Revolving Credit Facility.

“ Cure Amount ” has the meaning assigned to such term in Section 7.04 .

“ Cure Right ” has the meaning assigned to such term in Section 7.04 .

29

“ Cured Default ” has the meaning assigned to such term in Section 7.01 .

“ Daily Simple SOFR ” means, for any day (a “ SOFR Rate Day ”), a rate per annum

equal to the greater of (a) SOFR for the day (such day the “ SOFR Determination Date ”) that is

five Business Days (or such other period as determined by the Borrower and the Administrative

Agent based on then prevailing market conventions) prior to (i) if such SOFR Rate Day is a

Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a Business Day, the

Business Day immediately preceding such SOFR Rate Day, and (b) the Applicable Term SOFR

Floor. If by 5:00 p.m. (New York City time) on the second Business Day immediately following

any SOFR Determination Date, the SOFR in respect of such SOFR Determination Date has not

been published on the Federal Reserve Bank of New York’s Website and a Replacement Event

with respect to the Daily Simple SOFR has not occurred, then the SOFR for such SOFR

Determination Date will be the SOFR as published in respect of the first preceding Business Day

for which such SOFR was published on the Federal Reserve Bank of New York’s Website;

provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of

calculation of Daily Simple SOFR for no more than five consecutive Business Days.

“ Daily SOFR Loan ” means any Loan bearing interest at a rate determined by

reference to Daily Simple SOFR and made pursuant to clause (a)(ii) of the definition of “Term

SOFR” or Section 2.14 ( Alternate Rate of Interest ).

“ Debtor Relief Laws ” means the Bankruptcy Code and all other liquidation,

conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,

receivership, examinership, insolvency, reorganization or similar debtor relief laws of the United

States or other applicable jurisdictions from time to time in effect and affecting the rights of

creditors generally.

“ Declined Proceeds ” has the meaning assigned to such term in Section 2.11(g) .

“ Default ” means any event or condition specified in Article VII that after notice,

lapse of applicable grace periods or both would, unless cured or waived hereunder, constitute an

Event of Default; provided that any Default that results solely from the taking of an action that

would have been permitted but for the continuation of a previous Default will be deemed to be

cured if such previous Default is cured prior to becoming an Event of Default.

“ Defaulting Lender ” means, subject to Section 2.22(b) , any Lender that (a) has

failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans

were required to be funded hereunder unless such Xxxxxx notifies the Administrative Agent and

the Borrower in writing that such failure is the result of one or more conditions precedent to

funding (each of which conditions precedent, together with any applicable default, shall be

specifically identified in such writing) not being satisfied, or (ii) pay to the Administrative

Agent, any Issuing Bank, or any other Lender any other amount required to be paid by it

hereunder (including in respect of its participation in Letters of Credit) within two Business Days

of the date when due, (b) has notified the Borrower, the Administrative Agent or any Issuing

Bank in writing that it does not intend to comply with its funding obligations hereunder, or has

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made a public statement to that effect, (c) has failed, within three Business Days after written

request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative

Agent and the Borrower that it will comply with its prospective funding obligations hereunder

( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon

receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has,

or has a direct or indirect parent company that has, (i) become the subject of a proceeding under

the Bankruptcy Code, (ii) had appointed for it a receiver, interim receiver, receiver-manager,

custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar

Person charged with reorganization or liquidation of its business or assets (other than via an

Undisclosed Administration), including the Federal Deposit Insurance Corporation or any other

state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a

Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the

ownership or acquisition of any equity interest in that Lender or any direct or indirect parent

company thereof by a Governmental Authority so long as such ownership interest does not result

in or provide such Lender with immunity from the jurisdiction of courts within the United States

or from the enforcement of judgments or writs of attachment on its assets or permit such Lender

(or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm

any contracts or agreements made with such Lender.  Any determination made in good faith by

the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d)

above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to

be a Defaulting Lender (subject to Section 2.22(b) ) upon delivery of written notice of such

determination to the Borrower, each of the Issuing Banks and each Lender.

“ Designated Non-Cash Consideration ” means the fair market value (as

determined in good faith by the Borrower) of non-cash consideration received by the Borrower

or one of the Restricted Subsidiaries in connection with a Disposition that is so designated as

Designated Non-Cash Consideration pursuant to an officer’s certificate, setting forth the basis of

such valuation, less the amount of cash or Cash Equivalents received in connection with a

subsequent payment, redemption, retirement, sale 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 6.05 .

“ Disclosed Matters ” means the actions, suits and proceedings and the

environmental matters disclosed on Schedule 3.06 .

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease (as lessor) or

other disposition (including any Sale Leaseback transaction) of any property by any Person,

including any sale, assignment, transfer or other disposal, with or without recourse, of any Equity

Interests owned by such Person, or any notes or accounts receivable or any rights and claims

associated therewith; provided that “ Disposition ” and “ Dispose ” shall be deemed not to include

any issuance or sale by such Person of its Equity Interests or other securities to another Person,

except for purposes of Section 2.11(c) and the definition of “Prepayment Event”, where the term

“Disposition” and “Dispose” shall include any issuance or sale by a Restricted Subsidiary of

Equity Interests.

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“ Disqualified Equity Interests ” means Equity Interests that by their terms (or by

the terms of any security into which they are convertible or for which they are exchangeable) (a)

require the payment of any cash dividends (other than dividends payable solely in shares of

Qualified Equity Interests), (b) mature or are mandatorily redeemable or subject to mandatory

repurchase or redemption or repurchase at the option of the holders thereof, in whole or in part

and whether upon the occurrence of any event, pursuant to a sinking fund obligation, on a fixed

date or otherwise, prior to the date that is 91 days after the then Latest Maturity Date at such time

of then outstanding Loans (other than (i) upon payment in full of the Obligations (other than

contingent indemnification obligations for which no claim has been made), reduction of the LC

Exposure to zero and termination of the Commitments or (ii) upon a “change in control”, asset

sale, IPO or similar event) or (c) are convertible or exchangeable, automatically or at the option

of any holder thereof, into any Indebtedness other than Indebtedness otherwise permitted under

Section 6.01 ; provided that if such Equity Interests are issued pursuant to a plan for the benefit of

employees of any Parent Entity, any Holding Company, the Borrower or any Restricted

Subsidiary or by any such plan to such employees, such Equity Interests shall not constitute

Disqualified Equity Interests solely because they may be required to be repurchased by such

entity in order to satisfy applicable statutory or regulatory obligations or as a result of such

employee’s termination, death or disability.

“ Disqualified Lender ” means (a) those Persons that are bona fide competitors of

Holdings and its Subsidiaries that are identified by the Borrower in writing from time to time (or

Affiliates of any such competitors (other than Bona Fide Debt Funds) that are (x) clearly

identifiable as Affiliates solely on the basis of similarity of name ( provided that the

Administrative Agent shall have no obligation to carry out due diligence in order to identify such

Affiliates) or (y) identified by the Borrower in writing from time to time) ( provided that the

identification of any such Disqualified Lender after the Sixth Amendment Effective Date shall

become effective three Business Days after delivery to the Administrative Agent; provided

further that any supplement shall not apply retroactively to disqualify any Person that previously

acquired an assignment or participation in any Credit Facility, but shall prevent any such Person

from acquiring further Loans or Commitments), (b) those banks, financial institutions and other

Persons separately identified by Holdings or any Sponsor to the Administrative Agent prior to

January 22, 2024 (and, in each case, such specified entities’ Affiliates that are clearly identifiable

as Affiliates solely on the basis of similarity of name ( provided that the Administrative Agent

shall have no obligation to carry out due diligence in order to identify such Affiliates)) and (c)

Excluded Affiliates.  A list of the Disqualified Xxxxxxx shall be provided by the Administrative

Agent to a Lender upon its request in connection with an assignment or participation subject to

customary confidentiality requirements.

“ Division ” has the meaning assigned to such term in Section 1.14 .

“ Dollar Equivalent ” means, on any date of determination, (a) with respect to any

amount in Dollars, such amount, and (b) with respect to any amount in an Alternative Currency,

the equivalent in Dollars of such amount, determined by using the rate of exchange for the

purchase of Dollars with respect to such Alternative Currency in the London foreign exchange

market at or about 11:00 a.m. London time (or New York time, as applicable) on a particular day

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as displayed by ICE Data Services as the “ask price”, or as displayed on such other information

service which publishes that rate of exchange from time to time in place of ICE Data Services (or

if such service ceases to be available, the equivalent of such amount in Dollars as determined by

the Administrative Agent using any method of determination it deems appropriate in its sole

discretion) and (c) if such amount is denominated in any other currency, the equivalent of such

amount in Dollars as determined by the Administrative Agent using any method of determination

it deems appropriate in its sole discretion.

“ Dollars ” or “ $ ” refers to the lawful money of the United States.

“ Domestic Subsidiary ” means any Subsidiary that is incorporated or organized

under the laws of the United States, any State thereof or the District of Columbia.

“ Dutch Auction ” means an auction (an “ Auction ”) conducted by Holdings or one

or more of its Restricted Subsidiaries (in such capacity, as applicable, the “ Auction Party ”) in

their sole discretion in order to purchase Term Loans in accordance with the following

procedures:

(A) Notice Procedures .  In connection with an Auction, the Auction Party will

provide notification to the auction manager (for distribution to the Term Lenders of the

relevant Class of Term Loans that are the subject of the Auction (the “ Eligible Auction

Lenders ”) and the Administrative Agent) of the Class and principal amount of Term

Loans that will be the subject of the Auction (an “ Auction Notice ”).  Each Auction

Notice shall contain (i) the Class of Term Loans that will be the subject of the Auction,

(ii) the total cash value of the bid (the “ Auction Amount ”), in a minimum amount of

$1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall

be a range (the “ Discount Range ”) of percentages of the par principal amount of the Term

Loans ( i.e. , a 5% to 10% Discount Range would represent $50,000 to $100,000 per

$1,000,000 principal amount of Term Loans, with a 10% discount being deemed a

“higher” discount than 5% for purposes of an Auction) at issue that represents the

discounts applied to calculate the range of purchase prices that could be paid in the

Auction; provided that the Discount Range may, at the option of the Auction Party, be a

single percentage, (iv) the date on which the Auction will conclude, on which date Return

Bids will be due at the time provided in the Auction Notice (such time, the “ Auction

Expiration Time ”), as such date and time may be extended upon notice by the Auction

Party to the auction manager before any prior Auction Expiration Time, and (v) the

identity of the auction manager, and shall indicate if such auction manager is an Affiliate

of Holdings.  Each offer to purchase Term Loans in an Auction shall be offered on a pro

rata basis to all the Eligible Auction Lenders.

(B) Reply Procedures .  In connection with any Auction, each Eligible Auction

Lender may, in its sole discretion, participate in such Auction and, if it elects to do so

(any such participating Eligible Auction Lender, a “ Participating Lender ”), shall provide,

prior to the Auction Expiration Time, the auction manager with a notice of participation

(the “ Return Bid ”) which shall be in a form and substance prepared by the Borrower and

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shall specify (i) a discount to par that must be expressed as a percentage of par principal

amount of Term Loans of the relevant Class expressed in percentages (the “ Reply

Discount ”), which must be within the Discount Range, and (ii) a principal amount of

Term Loans of the relevant Class, which must be in increments of $500,000, that such

Eligible Auction Lender is willing to offer for sale at its Reply Discount (the “ Reply

Amount ”).  An Eligible Auction Lender may avoid the minimum increment amount

condition solely when submitting a Reply Amount equal to such Eligible Auction

Xxxxxx’s entire remaining amount of such Term Loans.  Eligible Auction Lenders may

only submit one Return Bid per Auction but each Return Bid may contain up to three

bids, only one of which can result in a Qualifying Bid (as defined below).  In addition to

the Return Bid, each Participating Lender must execute and deliver, to be irrevocable

during the pendency of the Auction and held in escrow by the auction manager, an

assignment agreement pursuant to which such Participating Lender shall make the

representations and agreements substantially consistent with the terms of Section

2.11(i)(C) .  Any Eligible Auction Lender that fails to submit a Return Bid at or prior to

the Auction Expiration Time shall be deemed to have declined to participate in the

Auction.

(C) Acceptance Procedures .  Based on the Reply Discounts and Reply

Xxxxxxx received by the auction manager, the auction manager, with the consent of the

Auction Party, will, within ten (10) Business Days of the Auction Notice (or such other

time agreed by the Borrower), determine the applicable discount (the “ Applicable

Discount ”) for the Auction, which will be the highest Reply Discount at which the

Auction Party can complete the Auction at the Auction Amount; provided that, in the

event that the Reply Amounts are insufficient to allow the Auction Party to complete a

purchase of the entire Auction Amount, the Auction Party shall either, at its election, (i)

withdraw the Auction or (ii) complete the Auction as set forth below.  Unless withdrawn,

the Auction Party shall notify the Participating Lenders of the Applicable Discount no

later than one Business Day after it is determined (the “ Applicable Discount Notice ”).

The Auction Party shall, within three Business Days of the Applicable Discount Notice,

purchase Term Loans from each Participating Lender with a Reply Discount that is equal

to or higher than the Applicable Discount (“ Qualifying Bids ”) at a discount to par equal

to the Reply Discount of such Participating Lender, with the applicable Term Loans of

the Participating Lender(s) with the highest Reply Discount being purchased first and

then in descending order from such highest Reply Discount to and including the

applicable Term Loans of the Participating Lenders with a Reply Discount equal to the

Applicable Discount (the “ Applicable Order of Purchase ”); provided that if the aggregate

proceeds required to purchase all Term Loans of the relevant Class subject to Qualifying

Bids would exceed the Auction Amount for such Auction, the Auction Party shall

purchase such Term Loans of the Participating Lenders in the Applicable Order of

Purchase, but with the Term Loans of Participating Lenders with Reply Discounts equal

to the Applicable Discount being purchased pro rata until the Auction Amount has been

so expended on such purchases.  If a Participating Lender has submitted a Return Bid

containing multiple bids at different Reply Discounts, only the bid with the highest Reply

Discount that is equal to or more than the Applicable Discount will be deemed the

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Qualifying Bid of such Participating Lender.  In no event shall any purchase of Term

Loans in an Auction be made at a Reply Discount lower than the Applicable Discount for

such Auction.

(D) Additional Procedures .  Once initiated by an Auction Notice, the Auction

Party may withdraw or modify an Auction only prior to the delivery of the Applicable

Discount Notice (and if any Auction is withdrawn or modified, notice thereof shall be

delivered to the Administrative Agent and the Eligible Auction Lenders no later than the

first Business Day after such withdrawal).  Furthermore, in connection with any Auction,

upon submission by a Participating Lender of the relevant Class of a Qualifying Bid, such

Term Lender will be obligated to sell the entirety or its allocable portion of the Reply

Amount, as the case may be, at the Reply Discount.

(E) Any failure by such Loan Party or such Subsidiary to make any

prepayment to a Lender pursuant to this definition shall not constitute a Default or Event

of Default under Section 7.01 or otherwise.

“ ECF Due Date ” has the meaning assigned to such term in Section 2.11(d) .

“ EEA Financial Institution ” means (a) any credit institution or investment firm

established in any EEA Member Country which is subject to the supervision of an EEA

Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of

an institution described in clause (a) of this definition, or (c) any financial institution established

in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b)

of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country” means any of the member states of the European Union,

Iceland, Liechtenstein and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any

person entrusted with public administrative authority of any EEA Member Country (including

any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Electing Guarantors ” means any Excluded Subsidiary that, at the option, and in

the sole discretion, of the Borrower has been designated a Loan Party and is reasonably

acceptable to the Administrative Agent.

“ Eligible Assignee ” means (i) any Lender, any Affiliate of any Lender and any

Approved Fund of any Lender; (ii) (A) any commercial bank organized under the laws of the

United States or any state thereof, (B) any savings and loan association or savings bank

organized under the laws of the United States or any state thereof, (C) any commercial bank

organized under the laws of any other country or a political subdivision thereof; provided that

(1) such bank is acting through a branch or agency located in the United States or (2) such bank

is organized under the laws of a country that is a member of the Organization for Economic

Cooperation and Development or a political subdivision of such country, and (D) any other entity

(other than a natural person) that is an “accredited investor” (as defined in Regulation D under

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the Securities Act) that extends credit or buys loans as one of its businesses including insurance

companies, investment or mutual funds and lease financing companies; (iii) subject to Section

9.04 , any Affiliated Lender and any Person who would be an Affiliated Lender upon completion

of the relevant assignment; and (iv) any Holding Company, the Borrower and any Restricted

Subsidiary, subject to Section 9.04 or Section 2.11(i) (so long as the Loans and Commitments

obtained by any Holding Company, the Borrower or any other Restricted Subsidiary are

immediately cancelled); provided that, in any event, Eligible Assignees shall not include (x) any

natural person, (y) any Disqualified Lender, or Excluded Affiliate unless, in each case, consented

to in writing by the Borrower in its sole discretion (such consent shall be required regardless of

whether a Default or Event of Default shall be continuing), or (z) any Defaulting Lender or any

Affiliate thereof.

“ EMU Legislation ” means the legislative measures of the European Council for

the introduction of, changeover to or operation of a single or unified European currency.

“ Environmental Laws ” means all applicable treaties, laws (including common

law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or

binding agreements issued, promulgated or entered into by or with any Governmental Authority,

relating to the protection of the environment, the preservation or reclamation of natural

resources, the generation, management, Release or threatened Release of, or exposure to, any

Hazardous Material or to workplace health and safety matters (to the extent related to exposure

to Hazardous Materials).

“ Environmental Liability ” means any liability, contingent or otherwise (including

any liability for damages, costs of medical monitoring, costs of environmental remediation or

restoration, administrative oversight costs, consultants’ fees, fines, penalties or indemnities),

resulting from or based upon (a) any actual or alleged violation of any Environmental Law or

permit, license or approval issued thereunder, (b) the generation, use, handling, transportation,

storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous

Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract,

agreement or other consensual arrangement pursuant to which liability is assumed or imposed

with respect to any of the foregoing.

“ Environmental Permits ” means any and all permits, licenses, approvals,

registrations, notifications, exemptions and other authorizations required under any

Environmental Law.

“ Equity Interests ” means shares of capital stock or other share capital, partnership

interests, membership interests (including shares) in a limited liability or exempted company,

beneficial interests in a trust or other equity ownership interests in a Person, and any option,

warrant or other right entitling the holder thereof to purchase or otherwise acquire any such

equity interest.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as

amended from time to time.

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“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that,

together with the Holding Companies and the Borrower, is treated as a single employer under

Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section

412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event,” as defined in Section 4043 of

ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which

the 30-day notice period is waived), (b) the requirements of Section 4043(b) of ERISA apply

with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan,

and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is

reasonably expected to occur with respect to such Plan, (c) a determination that any Plan is or is

reasonably expected to be in “at risk” status (within the meaning of Section 430 of the Code or

Section 303 of ERISA), (d) the cessation of operations at a facility of any Holding Company or

any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA, (e) conditions

contained in Section 303(k)(1)(A) of ERISA for imposition of a lien shall have been met with

respect to any Plan, (f) with respect to any Plan, a failure to satisfy the minimum funding

standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived, (g) 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 Plan, (h) the incurrence by any

Holding Company or any of their ERISA Affiliates of any liability under Title IV of ERISA with

respect to the termination of any Plan, (i) the receipt by any Holding Company or any ERISA

Affiliate from the PBGC or a plan administrator of any notice relating to an intention to

terminate any Plan or Plans or to appoint a trustee to administer any Plan, (j) the incurrence by

any Holding Company or any of their respective ERISA Affiliates of any liability with respect to

the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, (k) the receipt by any

Holding Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer

Plan from any Holding Company or any ERISA Affiliate of any notice, concerning the

imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is

expected to be, “insolvent” or in “endangered” or “critical” status within the meaning of Section

432 of the Code or Section 304 of ERISA, (l) the occurrence of a non-exempt “prohibited

transaction” with respect to which any Holding Company or any of the Subsidiaries is a

“disqualified person” (within the meaning of Section 4975 of the Code) or a “party in

interest” (within the meaning of Section 406 of ERISA) or with respect to which any Holding

Company or any such Subsidiary could otherwise be liable, (m) any Foreign Benefit Event or (n)

any other event or condition with respect to a Plan or Multiemployer Plan that could result in

liability of any Holding Company or any Subsidiary.

“ Escrowed Proceeds ” means the proceeds from the offering of any debt securities

or other Indebtedness paid into an escrow account with an independent escrow agent on the date

of the applicable offering or incurrence pursuant to escrow arrangements that permit the release

of amounts on deposit in such escrow account upon satisfaction of certain conditions or the

occurrence of certain events.  The term “Escrowed Proceeds” includes any interest earned on the

amounts held in escrow.

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“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule

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

time.

“ Euro ” means the lawful currency of the Participating Member States introduced

in accordance with the EMU Legislation.

“ Event of Default ” has the meaning assigned to such term in Section 7.01 .

“ Excess Cash Flow ” means, for any period, an amount (to the extent positive)

equal to the excess of

(a) the sum, without duplication, of

(i) Consolidated Net Income for such period,

ARTICLE X xx amount equal to the amount of all non-cash charges to the extent

deducted in arriving at such Consolidated Net Income (excluding any such charges that represent

an accrual or reserve for potential future cash payments) and

(i) decreases in Consolidated Working Capital for such period;

minus (b) the sum, without duplication, of

(i) an amount equal to the amount of all non-cash gains and credits to the

extent included in arriving at such Consolidated Net Income and all cash,

losses, expenses or charges excluded from Consolidated Net Income

(including in the case of this clause (i) any such non-cash gains and credits

and cash, losses, expenses or charges to the extent attributable to the items

described in clauses (s) and (t) of Consolidated Net Income),

(ii) without duplication of amounts deducted in calculating Excess Cash Flow

with respect to prior years, the amount of Capital Expenditures,

Capitalized Software Expenditures, acquisitions of Intellectual Property

and other expenditures that are capitalized, in each case, made in cash

during such period or after the end of such period and on or prior to the

ECF Due Date with respect to such period, except to the extent that such

Capital Expenditures, Capitalized Software Expenditures, other cash

expenditures that are capitalized or acquisitions were financed with the

proceeds of Indebtedness of the Borrower or the Restricted Subsidiaries

(other than Revolving Loans or intercompany loans),

(iii) the aggregate amount of all principal payments of Indebtedness of the

Borrower and the Restricted Subsidiaries made in cash during such period

but excluding (x) all prepayments of Term Loans made during such period

(other than prepayments pursuant to Section 2.11(c) , but solely to the

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extent that the Disposition in question increased Consolidated Net Income,

and not in excess of such increase, (y) all prepayments of Revolving

Loans made during such period and (z) all prepayments of any other

revolving credit facility to the extent there is not an equivalent permanent

reduction in commitments thereunder, and except, in each case, to the

extent financed with the proceeds of other Indebtedness of the Borrower or

the Restricted Subsidiaries (other than Revolving Loans or intercompany

loans, and excluding any such prepayments applied to reduce the amount

of Excess Cash Flow prepayment in accordance with Section 2.11(d) ),

(iv) an amount equal to the aggregate net gain on Dispositions by the Borrower

and the Restricted Subsidiaries during such period (other than Dispositions

in the ordinary course of business) to the extent included in arriving at

Consolidated Net Income,

(v) increases in Consolidated Working Capital for such period (other than

(1) reclassification of items from short-term to long-term or vice versa and

(2) any such increases arising from acquisitions or Dispositions by the

Borrower and the Restricted Subsidiaries completed during such period or

the application of purchase accounting),

(vi) payments by the Borrower and the Restricted Subsidiaries during such

period in cash in respect of (x) long-term liabilities of the Borrower and

the Restricted Subsidiaries other than Indebtedness, to the extent not

already deducted from Consolidated Net Income, or (y) non-cash charges

incurred in a prior period, to the extent not already deducted from

Consolidated Net Income,

(vii) without duplication of amounts deducted pursuant to clause (xi) below in

prior fiscal years, the aggregate amount of cash consideration paid by the

Borrower and the Restricted Subsidiaries (on a consolidated basis) in

connection with Investments (including acquisitions, holdback payments

and earnout payments) pursuant to Section 6.04 (other than Investments

made in the Borrower or a Restricted Subsidiary) made during such period

(to the extent permitted to be made hereunder) or after the end of such

period and on or prior to the ECF Due Date with respect to such period,

except to the extent financed with the proceeds of Indebtedness of the

Borrower or the Restricted Subsidiaries (other than Revolving Loans or

intercompany loans),

(viii) the aggregate amount of Restricted Payments paid to any Person other

than the Borrower or any Restricted Subsidiary in cash during such period

pursuant to clauses (v) (other than with the proceeds of key man life

insurance, except to the extent included in Consolidated Net Income for

such period), (x)(i) , (xi) , (xiii) , (xiv) , (xvi) , (xvii) and (xix) of Section

39

6.06(a) , except to the extent financed with the proceeds of Indebtedness of

the Borrower and the Restricted Subsidiaries (other than Revolving Loans

or intercompany loans),

(ix) the aggregate amount of expenditures, fees, costs, charges and expenses in

respect of long-term reserves (including litigation reserves) actually made

by the Borrower and the Restricted Subsidiaries in cash during such period

to the extent that such expenditures are not deducted in calculating

Consolidated Net Income,

(x) the aggregate amount of any premium, make-whole or penalty payments

actually paid in cash by the Borrower and the Restricted Subsidiaries

during such period that are made in connection with any prepayment of

Indebtedness to the extent that such payments are not deducted in

calculating Consolidated Net Income,

(xi) without duplication of amounts deducted from Excess Cash Flow in prior

periods, the aggregate amount of cash that is reasonably expected to be

paid in respect of planned cash expenditures by the Borrower or any of the

Restricted Subsidiaries (the “ Planned Expenditures ”) relating to Permitted

Acquisitions, other Investments (other than intercompany Investments) or

Capital Expenditures to be consummated or made during the period of

four consecutive fiscal quarters of the Borrower following the end of such

period; provided , that to the extent the aggregate amount of cash actually

utilized to finance such Planned Expenditures during such period of four

consecutive fiscal quarters (or to the extent such payments are financed

with long term Indebtedness (other than revolving loans)) is less than the

Planned Expenditures, the amount of such shortfall shall be added to the

calculation of Excess Cash Flow at the end of such period of four

consecutive fiscal quarters,

(xii) the amount of taxes (including penalties and interest) paid in cash or tax

reserves set aside or payable in each case in such period to the extent not

deducted in determining Consolidated Net Income for such period, and

(xiii) the aggregate amount paid in cash by the Borrower and the Restricted

Subsidiaries during such period in respect of the Transaction Costs and

Sixth Amendment Transaction Costs to the extent that such payments are

not deducted in calculating Consolidated Net Income.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Exchange Rate ” means, on any day, for purposes of determining the Dollar

Equivalent of any currency, the rate at which such other currency may be exchanged into Dollars

at the time of determination as displayed by ICE Data Services as the “ask price” or as displayed

on such other information service which publishes that rate from time to time in place of ICE

40

Data Services (or another commercially available source providing quotations of such rate as

designated by the Administrative Agent from time to time) for such currency (or to the extent

applicable, the rate at which Dollars may be exchanged into such other currency).  In the event

that such rate does not appear on such applicable ICE Data Services screen (or another

commercially available source providing quotations of such rate as designated by the

Administrative Agent from time to time), the Exchange Rate shall be determined by reference to

such other publicly available service for displaying exchange rates as may be agreed upon by the

Administrative Agent and the Borrower (or, with respect to calculations to be made by the

relevant Issuing Bank, such Issuing Bank and the Borrower), or, in the absence of such an

agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of

exchange of the Administrative Agent (or, with respect to calculations to be made by the relevant

Issuing Bank, such Issuing Bank) in the market where its foreign currency exchange operations

in respect of such currency are then being conducted, at or about such time as the Administrative

Agent (or, with respect to calculations to be made by the relevant Issuing Bank, such Issuing

Bank) shall elect after determining that such rates shall be the basis for determining the

Exchange Rate, on such date for the purchase of Dollars for delivery two Business Days later;

provided that if at the time of any such determination, for any reason, no such spot rate is being

quoted, the Administrative Agent (or, with respect to calculations to be made by the relevant

Issuing Bank, such Issuing Bank) may use any reasonable method it deems appropriate to

determine such rate, and such determination shall be conclusive absent manifest error.

“ Excluded Affiliate ” means any Affiliates of the Closing Date Joint Lead

Arrangers, Joint Lead Arrangers or Joint Bookrunners that are engaged as principals primarily in

private equity, mezzanine financing or venture capital or are engaged, directly or indirectly, in

the sale of the Borrower, including through the provision of advisory services, other than a

limited number of senior employees who are required, in accordance with industry regulations or

such Joint Lead Arranger’s or Joint Bookrunner’s internal policies and procedures, to act in a

supervisory capacity and such Joint Lead Arranger’s or Joint Bookrunner’s internal legal,

compliance, risk management, credit or investment committee members.

“ Excluded Contribution ” has the meaning assigned to such term in the definition

of “Available Excluded Contribution Amount”.

“ Excluded Information ” has the meaning assigned to such term in Section

2.11(i)(C) .

“ Excluded Property ” means (i) any lease, lease in respect of a Capital Lease

Obligation, license, contract, permit, Instrument, Security or franchise agreement to which such

Loan Party is a party, or any property subject to a purchase money security interest, or any

property governed by any such lease, lease in respect of a Capital Lease Obligation to which

such Loan Party is a party and any of its rights or interest thereunder, to the extent, but only to

the extent, that a grant of a security interest therein in favor of the Collateral Agent would, under

the terms of such lease, lease in respect of a Capital Lease Obligation, license, contract, permit,

Instrument, Security or franchise agreement or purchase money arrangement, be prohibited by or

result in a violation of law, rule or regulation or a breach of the terms or a condition of, or

41

constitute a default or forfeiture under, or create a right of termination in favor of, or require a

consent (other than the consent of any Loan Party and any such consent which has been obtained

(it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to

seek any such consent)) of, any other party to, such lease, lease in respect of a Capital Lease

Obligation, license, contract, permit, Instrument, Security or franchise agreement or purchase

money arrangement, in each case, solely to the extent such prohibition was not created in

contemplation of this Agreement or the other Loan Documents (except in the case of a lease in

respect of a Capital Lease Obligation or property subject to a Lien permitted pursuant to Sections

6.02(c) (to the extent liens are of the type described in clause (e) of Section 6.02 ), ( d) or ( e) ,

other than to the extent that any such law, rule, regulation, term, prohibition, restriction or

condition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the

UCC (or any successor provision or provisions) of any relevant jurisdiction or any other

applicable law (including the Bankruptcy Code) or principles of equity, and other than

receivables and proceeds of any of the foregoing the assignment of which is expressly deemed

effective under the UCC or other applicable law notwithstanding such law, rule, regulation, term

prohibition or condition); provided that immediately upon the ineffectiveness, lapse or

termination of any such law, rule, regulation, term, prohibition, restriction or condition the

Collateral shall include, and such Person shall be deemed to have granted a security interest in,

all such rights and interests as if such law, rule, regulation, term, prohibition, restriction or

condition had never been in effect; (ii) any of the outstanding (1) Equity Interests issued by a

Subsidiary of any Holding Company that is a CFC or a CFC Holding Company other than 65%

of the voting capital stock and 100% of the non-voting capital stock of such Subsidiary or (2)

Equity Interests issued by a Subsidiary of any Holding Company that is a Subsidiary of a CFC;

(iii) any Equity Interests or assets of a Person to the extent that, and for so long as (x) such

Equity Interests constitute less than 100% of all Equity Interests of such Person, and the Person

or Persons holding the remainder of such Equity Interests are not Subsidiaries of any Holding

Company and (y) the granting of a security interest in such Equity Interests in favor of the

Collateral Agent is not permitted by the terms of such issuing Person’s organizational or joint

venture documents or otherwise requires the consent of a Person or Persons who are not

Subsidiaries of any Holding Company (after giving effect to other than to the extent that any

such restriction or requirement would be rendered ineffective pursuant to Sections 9-406, 9-407,

9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction

or any other applicable law (including the Bankruptcy Code)); (iv) any Equity Interests in and

assets of an Unrestricted Subsidiary, an Immaterial Subsidiary or a Captive Insurance Subsidiary

or other special purpose entity (except to the extent perfection can be achieved by filing of a

UCC financing statement); (v) (A) any motor vehicles and other assets subject to certificates of

title (except to the extent a security interest therein can be perfected by the filing of UCC

financing statements), (B) letter of credit rights (other than those constituting supporting

obligations of other Collateral) with a value of less than $10,000,000 individually (except to the

extent a security interest therein can be perfected by the filing of UCC financing statements), and

(C) Commercial Tort Claims (as defined in the UCC) with a claim value of less than

$10,000,000 individually; (vi) any “intent-to-use” trademark or service mark applications for

which a statement of use or an amendment to allege use has not been filed with the United States

Patent and Trademark Office (but only until such statement or amendment is filed with the

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United States Patent and Trademark Office), and solely to the extent, if any, that, and solely

during the period, if any, in which, the grant of a security interest therein would impair the

validity or enforceability of, or void or cause the abandonment or lapse of, such application or

any registration that issues from such intent-to-use application under applicable U.S. law;

(vii) those assets to the extent that a security interest in or perfection thereof would result in

adverse tax consequences that are not de minimis  as reasonably determined by the Borrower in

good faith; (viii) those assets as to which the Administrative Agent and the Borrower reasonably

determine, in writing, that the cost of obtaining a security interest in or perfection thereof are

excessive in relation to the benefit to the Lenders of the security to be afforded thereby; (ix) any

real property leasehold interests (including any requirement to obtain any landlord waivers,

estoppels and consents); (x) [reserved]; (xi) those assets with respect to which the granting of

security interests in such assets would be prohibited by any contract permitted under the terms of

this Agreement (not entered into in contemplation thereof and solely with respect to assets that

are subject to such contract), applicable law or regulation (other than to the extent that any such

law, rule, regulation, term, prohibition or condition would be rendered ineffective pursuant to

Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of

any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or

principles of equity, and other than receivables and Proceeds of any of the foregoing the

assignment of which is expressly deemed effective under the UCC or other applicable law

notwithstanding such law, rule, regulation, term, prohibition or condition), or would require

governmental or third-party (other than any Loan Party) consent, approval, license or

authorization or create a right of termination in favor of any Person (other than any Loan Party)

party to any such contract (after giving effect to the applicable anti-assignment provisions of the

UCC or other applicable law other than Proceeds and receivables thereof, the assignment of

which is expressly deemed effective under the UCC or other applicable law notwithstanding such

prohibition); provided that immediately upon the ineffectiveness, lapse or termination of any

such law, rule, regulation, term, prohibition, condition or provision the Collateral shall include,

and such Person shall be deemed to have granted a security interest in, all such rights and

interests as if such law, rule, regulation, term, prohibition, condition or provision had never been

in effect; provided , further , that the exclusions referred to in this clause (xi) shall not include any

Proceeds of any such assets except to the extent such Proceeds constitute Excluded Property;

(xii) all owned real property not constituting Material Real Property; (xiii) Margin Stock; and

(xiv) any assets (other than Equity Interests in a Foreign Subsidiary) that are located outside of

the United States or are governed by or arise under the law of any jurisdiction outside of the

United States (other than to the extent no action needs to be taken outside of the United States

with respect to any such assets to create or perfect a security interest in any such assets).

Notwithstanding anything to the contrary, “Excluded Property” shall not include any Proceeds,

substitutions or replacements of any “Excluded Property” referred to in clauses (i) through (xiv)

(unless such Proceeds, substitutions or replacements would itself or themselves independently

constitute “Excluded Property” referred to in any of clauses (i) through (xiv) ).  Each category of

Collateral set forth above shall have the meaning set forth in the UCC (to the extent such term is

defined in the UCC).

“ Excluded Subsidiaries ” means any Subsidiary of any Holding Company that is

not itself a Holding Company or the Borrower and that is: (a) listed on Schedule 1.02 as of the

43

Closing Date; (b) a CFC or a CFC Holding Company; (c) any not-for-profit Subsidiary; (d) a

Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary; (e) an

Immaterial Subsidiary; (f) an Unrestricted Subsidiary; (g) a Captive Insurance Subsidiary or

other special purpose entity; (h) prohibited by any applicable Requirement of Law or contractual

obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with

respect to which any consent, approval, license or authorization from any Governmental

Authority would be required for the provision of any such guaranty (but in the case of such

guaranty being prohibited due to a contractual obligation, such contractual obligation shall have

been in place at the Closing Date or at the time such Subsidiary became a Subsidiary and is not

created in contemplation of or in connection with such Person becoming a Subsidiary); provided

that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to

this clause (h) if such consent, approval, license or authorization has been obtained (it being

understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any

such consent, approval, license or authorization); (i) with respect to which the Borrower (in

consultation with the Administrative Agent) reasonably determines that guaranteeing or granting

Liens to secure any of the Secured Obligations would result in material adverse tax

consequences; (j) with respect to which the Borrower and the Administrative Agent reasonably

agree that the cost and/or burden of providing a guaranty of the Secured Obligations outweighs

the benefits to the Lenders; (k) a direct or indirect Subsidiary of an Excluded Subsidiary; (l) a

Securitization Subsidiary; (m) organized or incorporated outside of the United States or any

state, province, territory or jurisdiction thereof, (n) [reserved] and (o) any Restricted Subsidiary

acquired pursuant to a Permitted Acquisition or other permitted Investment that, at the time of

such Permitted Acquisition or other permitted Investment, has assumed secured Indebtedness

permitted xxxxxxxxx and not incurred in contemplation of such Permitted Acquisition or other

Investment and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such

Indebtedness, in each case to the extent (and solely for so long as) such secured Indebtedness

prohibits such Restricted Subsidiary from becoming a Guarantor ( provided that each such

Subsidiary shall cease to be an Excluded Subsidiary under this clause (o) if such secured

Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an

obligor with respect to such secured Indebtedness or such prohibition no longer exists, as

applicable).

“ Excluded Swap Obligation ” means, with respect to any Loan Party, any Swap

Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or

the grant by such Loan Party of a security interest pursuant to the Security Documents to secure,

such Swap Obligation (or any Guarantee thereof) is or becomes illegal or unlawful under the

Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading

Commission (or the application or official interpretation of any thereof) by virtue of such Loan

Party’s failure for any reason to constitute an “eligible contract participant” as defined in the

Commodity Exchange Act at the time the Guarantee of such Loan Party or the grant of such

security interest would otherwise have become effective with respect to such related Swap

Obligation but for such Loan Party’s failure to constitute an “eligible contract participant” at

such time.

“ Excluded Taxes ” means, with respect to any Recipient:

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(a) Taxes imposed on or measured by such Recipient’s overall net income or

profits, and franchise Taxes or profits Taxes, as a result of a present or former connection

between the Recipient and the jurisdiction of the Governmental Authority imposing such Tax

(other than any such connection arising solely from (i) such Recipient having executed,

delivered, enforced, become a party to, performed its obligations under, received payments

under, received or perfected a security interest under, and/or engaged in any other transaction

pursuant to, any Loan Document, or (ii) such Recipient having sold or assigned an interest in any

Loan or Loan Document);

(b) any branch profits Taxes imposed by any jurisdiction described in clause

(a) ;

(c) any United States federal withholding Taxes that are imposed on a

Recipient pursuant to a law in effect at the time such Recipient acquires an interest in any Loan

Document (other than pursuant to an assignment request by the Borrower under Section 2.19) or

designates a new lending office. except, in each case, to the extent that such Recipient (or its

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

assignment), to receive additional amounts from any Loan Party with respect to such withholding

Tax pursuant to Section 2.17 of this Agreement;

(d) any withholding Taxes attributable to a Recipient’s failure to comply with

Section 2.17(e) ; and

(e) any federal withholding Taxes imposed under FATCA.

“ Existing Credit Agreement ” means that certain Credit Agreement, dated as of

April 14, 2017 (as amended, amended and restated, supplemented or otherwise modified from

time to time), by and among Borrower, Holdings, the lenders and issuing banks from time to

time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

“ Extended Revolving Commitment ” has the meaning assigned to such term in

Section 2.24 .

“ Extended Revolving Loans ” has the meaning assigned to such term in Section

2.24(a) .

“ Extended Term Loans ” has the meaning assigned to such term in Section 2.24 .

“ Extending Lenders ” has the meaning assigned to such term in Section 2.24 .

“ Extending Revolving Loan Lender ” has the meaning assigned to such term in

Section 2.24 .

“ Extending Term Lender ” has the meaning assigned to such term in Section 2.24 .

“ Extension ” has the meaning assigned to such term in Section 2.24 .

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“ Extension Amendment ” means an amendment to this Agreement in form

reasonably satisfactory to the Borrower and the Administrative Agent, executed by each of

(a) the Holding Companies, (b) the Borrower, (c) the other Loan Parties, (d) the Administrative

Agent and (e) each Extending Revolving Loan Lender and Extending Term Lender, as the case

may be, in connection with any Extension.

“ Extension Offer ” has the meaning assigned to such term in Section 2.24 .

“ FATCA ” means Sections 1471 through 1474 of the Code as of the Sixth

Amendment Effective Date (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with) and any current or future Treasury

regulations or official administrative interpretations thereof, any agreements entered into

pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or

practices adopted pursuant to any intergovernmental agreement entered into in connection with

the implementation of such sections of the Code.

“ FCPA ” has the meaning assigned to such term in Section 3.19 .

“ Federal Funds Rate ” means, for any day, the rate calculated by the NYFRB

based on such day’s federal funds transactions by depository institutions (as determined in such

manner as the NYFRB shall set forth on its public website from time to time) and published on

the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided ,

that if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of

this Agreement.

“ Federal Reserve Bank of New York’s Website ” means the website of the Federal

Reserve Bank of New York at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source.

“ Fee Letter ” means the Amended and Restated Fee Letter dated August 31, 2018

by and among the Borrower, GS Bank, Barclays, Bank of America, N.A., MLPFS, Credit Suisse

AG, KKR Corporate Lending LLC, KKR Corporate Funding LLC, Citizens Bank, N.A.,

SunTrust Bank and SunTrust Xxxxxxxx Xxxxxxxx, Inc.

“ Fifth Amendment ” means that certain Fifth Amendment to First Lien Credit

Agreement, dated as of February 20, 2024, by and among Holdings, the Borrower, the other

Guarantors party thereto, the Lenders and Issuing Banks party thereto and the Administrative

Agent.

“ Financial Officer ” of any Person means the chief financial officer, vice president

of finance, principal accounting officer or treasurer of such Person (or, in the case of any Person

that is a Foreign Subsidiary, a director of such Person).

“ First Amendment Funding Date ” has the meaning assigned to such term in

Section III of the First Incremental Credit Facility Amendment.

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“ First Incremental Credit Facility Amendment ” means the First Incremental

Credit Facility Amendment to First Lien Credit Agreement, dated as of November 1, 2019,

among the Borrower, Holdings, the other Loan Parties party thereto, the Lenders party thereto

and the Administrative Agent.

“ First Lien Indebtedness ” means Total Indebtedness that is secured by a Lien on

the Collateral, except by a Lien that is junior to the Liens on the Collateral securing the

Obligations.  For the avoidance of doubt, First Lien Indebtedness includes any First Lien Senior

Secured Notes, the Term Loans and the Revolving Loans.

“ First Lien Net Leverage Ratio ” means, on any date of determination, the ratio of

(a) First Lien Indebtedness, less the aggregate amount of Unrestricted Cash, to (b) LTM

EBITDA.

“ First Lien Senior Secured Notes ” means Additional Debt, Term Loan Exchange

Notes or Refinancing Notes, in each case that are secured by any Lien except by any Lien that is

junior to the Lien securing the Obligations.

“ Fixed Charges ” means, for any period, the sum of: (i) Consolidated Interest

Expense for such period, to the extent payable in cash in such period, plus (ii) without

duplication, all cash dividends or distributions paid (excluding items eliminated in consolidation)

on any series of preferred stock or Disqualified Equity Interests during such period.

“ Flood Hazard Property ” means a Mortgaged Property to the extent any building

comprising any part of the Mortgaged Property is located in an area designated by the Federal

Emergency Management Agency as having special flood hazards.

“ Flood Insurance Laws ” means, collectively, (i) National Flood Insurance Reform

Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the

Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute

thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any

successor statue thereto and (iii) the Xxxxxxx-Xxxxxx Flood Insurance Reform Act of 2012 as now

or hereafter in effect or any successor statute thereto and any and all official rulings and

interpretation thereunder or thereof.

“ Foreign Benefit Event ” means, with respect to any Foreign Pension Plan, (a) the

existence of unfunded liabilities in excess of the amount permitted under any applicable law, or

in excess of the amount that would be permitted absent a waiver from a Governmental Authority,

(b) the failure to make the required contributions or payments, under any applicable law, on or

before the due date for such contributions or payments, (c) the receipt of a notice by a

Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or

to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging

the insolvency of any such Foreign Pension Plan, (d) the incurrence of any liability by any

Holding Company or any Subsidiary under applicable law on account of the complete or partial

termination of such Foreign Pension Plan or the complete or partial withdrawal of any

participating employer therein that would reasonably be expected to result in a Material Adverse

47

Effect, or (e) the occurrence of any transaction that is prohibited under any applicable law and

that could reasonably be expected to result in the incurrence of any liability by any Holding

Company or any of the Subsidiaries, or the imposition on any Holding Company or any of the

Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any

applicable law, in each case that would reasonably be expected to result in a Material Adverse

Effect.

“ Foreign Lender ” means a Lender that is not a U.S. Person.

“ Foreign Pension Plan ” means any benefit plan that under applicable law other

than the laws of the United States or any political subdivision thereof, is required to be funded

through a trust or other funding vehicle other than a trust or funding vehicle maintained

exclusively by a Governmental Authority.

“ Foreign Subsidiary ” means any Subsidiary that is organized or incorporated

under the laws of a jurisdiction other than the United States, any State thereof or the District of

Columbia.

“ Fourth Amendment ” means that certain Fourth Amendment to First Lien Credit

Agreement, dated as of July 7, 2023, between the Borrower and the Administrative Agent.

“ Francisco Partners ” means Francisco Partners IV, L.P. and its Controlled

Investment Affiliates and associated funds.

“ GAAP ” means, subject to the limitations set forth in Section 1.04 , generally

accepted accounting principles in the United States as in effect from time to time.

“ Governing Body ” means the board of directors or other body having the power

to direct or cause the direction of the management and policies of a Person that is a corporation,

company, partnership, trust, limited liability company, association, Joint Venture or other

business entity.

“ Governmental Authority ” means the government of the United States, any other

nation or any political subdivision thereof, whether state, county, provincial, territorial, local or

otherwise, and any agency, authority, instrumentality, regulatory body, court, central bank or

other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers

or functions of or pertaining to government (including any supra-national bodies such as the

European Union or the European Central Bank) and any group or body charged with setting

financial accounting or regulatory capital rules or standards (including the Financial Accounting

Standards Board, the Bank for International Settlements or the Basel Committee on Banking

Supervision or any successor or similar authority to any of the foregoing).

“ Granting Lender ” has the meaning assigned to such term in Section 9.04(e) .

“ GS Bank ” means Xxxxxxx Xxxxx Bank USA.

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“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation,

contingent or otherwise, of the guarantor guaranteeing or having the economic effect of

guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in

any manner, whether directly or indirectly, and including any obligation of the guarantor, direct

or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of)

such Indebtedness or other obligation or to purchase (or to advance or supply funds for the

purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or

services for the purpose of assuring the owner of such Indebtedness or other obligation of the

payment thereof, (c) to maintain working capital, equity capital or any other financial statement

condition or liquidity of the primary obligor so as to enable the primary obligor to pay such

Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or

letter of guaranty issued to support such Indebtedness or obligation; provided that the term

“ Guarantee ” does not include (x) endorsements for collection or deposit in the ordinary course of

business and (y) standard contractual indemnities or product warranties provided in the ordinary

course of business; and provided further that the amount of any Guarantee shall be deemed to be

the lower of (i) an amount equal to the stated or determinable amount of the primary obligation

in respect of which such Guarantee is made and (ii) the maximum amount for which such

guaranteeing Person may be liable pursuant to the terms of the instrument embodying such

Guarantee or, if such Guarantee is not an unconditional guarantee of the entire amount of the

primary obligation and such maximum amount is not stated or determinable, the amount of such

guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined

by such Person in good faith.  The term “ Guaranteed ” has a meaning correlative thereto.

“ Guarantors ” means (a) each Holding Company and (b) any Restricted Subsidiary

that has Guaranteed the Obligations pursuant to the Guaranty; provided that, notwithstanding

anything herein to the contrary, no Restricted Subsidiary that is an Excluded Subsidiary shall be

required to Guarantee the Obligations.

“ Guaranty ” means the First Lien Guaranty executed and delivered by the Loan

Parties party thereto, together with each supplement to such Guaranty in respect of the Secured

Obligations delivered pursuant to Section 5.10 .

“ Hazardous Materials ” means all explosive or radioactive substances, materials or

wastes and all hazardous or toxic substances, materials, wastes or other pollutants, including

petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated

biphenyls, radon gas, infectious or medical wastes and all other substances, materials or wastes

regulated by or for which liability may be imposed pursuant to any Environmental Law due to

their dangerous or deleterious properties or characteristics.

“ Holding Company ” means (a) on the Closing Date, Holdings and (b) after the

Closing Date, Holdings and any other Subsidiary of Holdings that, directly or indirectly, owns

the Borrower.

“ Holdings ” has the meaning assigned to such term in the recitals to this

Agreement.

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“ Immaterial Subsidiary ” means, at any date of determination, any Restricted

Subsidiary that has been designated by the Borrower in writing to the Administrative Agent as an

“ Immaterial Subsidiary ” for purposes of this Agreement; provided that (a) for purposes of this

Agreement, at no time shall (i) the consolidated total assets of all Immaterial Subsidiaries as of

the last day of the then most recent fiscal year of the Borrower for which financial statements

have been delivered equal or exceed 10.0% of the Consolidated Total Assets of the Borrower and

the Restricted Subsidiaries at such date, determined on a Pro Forma Basis or (ii) the consolidated

revenues (other than revenues generated from the sale or license of property between any of the

Borrower and the Restricted Subsidiaries) of all Immaterial Subsidiaries for the then most recent

fiscal year of the Borrower for which financial statements have been delivered equal or exceed

10.0% of the consolidated revenues (other than revenues generated from the sale or license of

property between any of the Borrower and the Restricted Subsidiaries) of the Borrower and the

Restricted Subsidiaries for such period, determined on a Pro Forma Basis, (b) at any time and

from time to time, the Borrower may designate any Restricted Subsidiary as a new Immaterial

Subsidiary so long as, after giving effect to such designation, the consolidated assets and

consolidated revenues of all Immaterial Subsidiaries do not exceed the limits set forth in clause

(a) above at such time of designation and (c) if, as of the Applicable Date of Determination, the

consolidated assets or revenues of all Restricted Subsidiaries so designated by the Borrower as

“ Immaterial Subsidiaries ” shall have, as of the last day of such fiscal year, exceeded the limits

set forth in clause (a) above, then within ten (10) Business Days (or such later date as agreed by

the Administrative Agent in its reasonable discretion) after the date such financial statements are

so delivered (or so required to be delivered), the Borrower shall redesignate one or more

Immaterial Subsidiaries, in each case in a written notice to the Administrative Agent, such that,

as a result thereof, the consolidated assets and revenues of all Restricted Subsidiaries that are still

designated as “ Immaterial Subsidiaries ” do not exceed such limits.  Upon any such Restricted

Subsidiary ceasing to be an Immaterial Subsidiary pursuant to the preceding sentence, such

Restricted Subsidiary, to the extent not otherwise qualifying as an Excluded Subsidiary, shall

comply with Section 5.10 , to the extent applicable.

“ Incremental Credit Facility ” has the meaning assigned to such term in Section

2.20 (a).

“ Incremental Credit Facility Amendment ” has the meaning assigned to such term

in Section 2.20(c) .

“ Incremental Facility Closing Date ” has the meaning assigned to such term in

Section 2.20(c) .

“ Incremental Loans ” means, collectively, the Incremental Revolving Loans and

the Incremental Term Loans.

“ Incremental Revolving Commitment ” means, with respect to each Lender, the

commitment, if any, in respect of an Incremental Revolving Facility under any Incremental

Credit Facility Amendment with respect thereto, expressed as an amount representing the

maximum principal amount of the Incremental Revolving Facility to be made available by such

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Lender under such Incremental Credit Facility Amendment, as such commitment may be (a)

reduced pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to

assignments by or to such Lender pursuant to Section 9.04 .

“ Incremental Revolving Facility ” has the meaning assigned to such term in

Section 2.20(a) .

“ Incremental Revolving Lender ” has the meaning assigned to such term in

Section 2.20(e) .

“ Incremental Revolving Loan ” means a Loan made under an Incremental

Revolving Facility.

“ Incremental Second Lien Facility ” has the meaning assigned to the term

“Incremental Credit Facility” in the Second Lien Credit Agreement.

“ Incremental Term Commitment ” means, with respect to each Lender, the

commitment, if any, of such Lender to make an Incremental Term Loan under any Incremental

Credit Facility Amendment with respect thereto, expressed as an amount representing the

maximum principal amount of the Incremental Term Loans to be made by such Lender under

such Incremental Credit Facility Amendment, as such commitment may be (a) reduced from time

to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to

assignments by or to such Lender pursuant to Section 9.04 .

“ Incremental Term Facility ” has the meaning assigned to such term in Section

2.20(a) .

“ Incremental Term Loan ” means a Loan made under an Incremental Term

Facility.

“ Incurrence-Based Amounts ” has the meaning assigned to such term in Section

1.05 .

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of

such Person for borrowed money, (b) all obligations of such Person evidenced by bonds,

debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale

or other title retention agreements relating to property acquired by such Person, (d) all

obligations of such Person in respect of the deferred purchase price of property or services, (e) all

obligations of the type described in clauses (a) , (b) , (c) , (d) , (f) , (g) , (h) , (i) , (j) or (k) of this

definition of “Indebtedness” of others secured by (or for which the holder of such Indebtedness

has an existing unconditional right to be secured by) any Lien on property owned or acquired by

such Person, whether or not the Indebtedness secured thereby has been assumed by such Person,

(f) all Guarantees by such Person of obligations of the type described in clauses (a) , (b) , (c) , (d) ,

(e) , (g) , (h) , (i) , (j) or (k) of this definition of “Indebtedness” of others, (g) the principal

component of Capital Lease Obligations of such Person, (h) all reimbursement obligations of

such Person as an account party in respect of letters of credit and letters of xxxxxxxx (except to

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the extent such letters of credit, or letters of guaranty relate to trade payables and such

outstanding amounts are satisfied within thirty (30) days of incurrence), (i) all reimbursement

obligations of such Person in respect of bankers’ acceptances (except to the extent such bankers’

acceptances relate to trade payables and such outstanding amounts are satisfied within thirty (30)

days of incurrence), (j) all obligations of such Person, contingent or otherwise, to purchase,

redeem, retire or otherwise acquire for value any Disqualified Equity Interests of such Person to

the extent that such purchase, redemption, retirement or other acquisition is required to occur on

or prior to the Latest Maturity Date in effect at the time of issuance of such Equity Interests

(other than as a result of a Change in Control, asset sale or similar event), and (k) to the extent

not otherwise included in this definition, net obligations of such Person under Swap Obligations

(the amount of any such obligations to be equal at any time to the net payments under such

agreement or arrangement giving rise to such obligation that would be payable by such Person at

the termination of such agreement or arrangement); provided , however , that (A) intercompany

Indebtedness and (B) obligations constituting non-recourse Indebtedness shall only constitute

“Indebtedness” for purposes of Section 6.01 and not for any other purpose hereunder.  The

Indebtedness of any Person shall include the Indebtedness of any partnership in which such

Person is a general partner to the extent such Person is liable therefor as a result of such Person’s

ownership interest in such entity, except to the extent the terms of such Indebtedness provide that

such Person is not liable therefor.  Notwithstanding the foregoing, in no event shall the following

constitute Indebtedness: (u) deferred obligations owing to the Investors and their Affiliates

(including what would otherwise constitute Permitted Investor Payments), (v) amounts owed to

dissenting stockholders in connection with, or as a result of, their exercise of appraisal rights and

the settlement of any claims or actions (whether actual, contingent or potential) with respect

thereto (including any accrued interest), with respect to the Transactions and any permitted

Investments to the extent paid when due (unless being properly contested), (w) trade accounts

payable, deferred revenues, liabilities associated with customer prepayments and deposits and

any such obligations incurred under ERISA, and other accrued obligations (including transfer

pricing), in each case incurred in the ordinary course of business, (x) operating leases, (y)

customary obligations under employment agreements and deferred compensation and (z)

deferred revenue and deferred tax liabilities.  Notwithstanding the foregoing, the term

“ Indebtedness ” shall not include contingent post-closing purchase price adjustments, holdback

amounts and other deferred consideration, non-compete or consulting obligations or earn-outs to

which the seller in an Acquisition or Investment may become entitled.  The amount of

Indebtedness of any Person for purposes of clause (e) above shall (unless such Indebtedness has

been assumed by such Person) be deemed to be equal to the lesser of (i) the aggregate unpaid

amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as

determined by such Person in good faith.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or

with respect to any payment made by or on account of any obligation of any Loan Party under

any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Indemnitee ” has the meaning assigned to such term in Section 9.03 .

“ Information ” has the meaning assigned to such term in Section 9.12 .

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“ Initial Default ” has the meaning assigned to such term in Section 7.01 .

“ Initial Revolving Borrowing ” means one or more borrowings of Revolving

Loans or issuances or deemed issuances of Letters of Credit on the Closing Date as specified in

the definition of the term “Permitted Initial Revolving Borrowing”.

“ Initial Revolving Commitments ” means the Revolving Commitments of the

Revolving Lenders as of the Closing Date.

“ Initial Revolving Loan ” means (a) a Revolving Loan made by a Lender to the

Borrower in respect of an Initial Revolving Commitment pursuant to Section 2.01(b) and (b) the

2020 Incremental Revolving Loans (other than for purposes of (i) the first paragraph of Section

2.01, (ii) Section 4.01 and (iii) Section 5.09(a)).

“ Intellectual Property ” means all rights, priorities and privileges in or to

intellectual property, whether arising under United States, multinational or foreign laws or

otherwise, including copyrights, patents, trademarks, service marks, trade names, technology,

know-how, trade secrets and processes, all registrations and applications for registration of any

of the foregoing, and all goodwill associated with any of the foregoing.

“ Intercompany License Agreement ” means any cost sharing agreement,

commission or royalty agreement, license or sub-license agreement, distribution agreement,

services agreement, Intellectual Property rights transfer agreement or any related agreements, in

each case where all the parties to such agreement are the Borrower and/or the Restricted

Subsidiaries, provided that any such agreement between a Loan Party and a non-Loan Party shall

be on arm’s length terms.

“ Interest Coverage Ratio ” means, as of any date of determination, the ratio of

(a) LTM EBITDA to (b) Consolidated Interest Expense of the Borrower and the Restricted

Subsidiaries with respect to their Total Indebtedness for the most recently ended Test Period to

the extent paid in cash.

“ Interest Election Request ” means a request by the Borrower to convert or

continue a Revolving Loan Borrowing or Term Loan Borrowing in accordance with Section

2.07 .

“ Interest Payment Date ” means (a) with respect to any ABR Loan (other than a

Swingline Loan), (i) the last Business Day of each March, June, September and December and

(ii) the Revolving Termination Date or Term Loan Maturity Date, as applicable, (b) [reserved],

(c) with respect to any Term SOFR Loan, the last day of each Interest Period applicable to such

Loan and the Term Loan Maturity Date or Revolving Termination Date, as applicable, of the

Credit Facility under which such Loan was made; provided that if any Interest Period for a Term

SOFR Loan exceeds three months, the respective dates that fall every three months after the

beginning of such Interest Period shall also be Interest Payment Dates, (d) with respect to any

Daily SOFR Loan, each date that is on the numerically corresponding day in each calendar

month that is one month (or, at the Borrower’s option, three months) after the borrowing date of

53

such Daily SOFR Loan (or, if there is no such numerically corresponding day in such month,

then the last day of such month) and the date on which such Daily SOFR Loan is repaid or

converted in full and (e) with respect to any Swingline Loan, the day that such Loan is required

to be repaid.

“ Interest Period ” means, with respect to any Term SOFR Borrowing, the period

commencing on the date of such Borrowing and ending on the numerically corresponding day in

the calendar month that is one, three or six months thereafter, as the Borrower may elect, or such

other period that is twelve months or less requested by the Borrower and consented to by all the

Lenders participating in the relevant Borrowing and the Administrative Agent (in the case of

each requested Interest Period, subject to availability), or, if the Administrative Agent and the

Xxxxxxxx agrees, such other period whose end would coincide with a payment due date on the

Term Loans pursuant to Section 2.10 or the payment under Swap Obligations; provided that (a)

if any Interest Period would end on a day other than a Business Day, such Interest Period shall be

extended to the next succeeding Business Day unless such next succeeding Business Day would

fall in the next calendar month, in which case such Interest Period shall end on the preceding

Business Day and (b) any Interest Period that commences on the last Business Day of a calendar

month (or on a day for which there is no numerically corresponding day in the last calendar

month of such Interest Period) shall end on the last Business Day of the last calendar month of

such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on

which such Borrowing is made and thereafter shall be the effective date of the most recent

conversion or continuation of such Borrowing.

“ Investment ” means (i) any purchase or other acquisition by the Borrower or any

of the Restricted Subsidiaries of, or of a beneficial interest in, any Equity Interests or

Indebtedness of any other Person (including any Subsidiary), (ii) any loan (by way of guarantee

or otherwise) or advance constituting Indebtedness of such other Person (other than accounts

receivable, trade credit, prepayments to, or deposits with, vendors), (iii) any other capital

contribution by the Borrower or any of the Restricted Subsidiaries to any other Person (including

any Subsidiary) or (iv) any Acquisition; provided that the foregoing shall exclude, in the case of

the Borrower and the Subsidiaries, their parent companies and their subsidiaries, intercompany

advances arising from their cash management, tax, and accounting operations, in each case in the

ordinary course of business.  The amount of any Investment outstanding as of any time shall be

the original cost of such Investment (which, in the case of any Investment constituting the

contribution of an asset or property, shall be based on the Borrower’s good faith estimate of the

fair market value of such asset or property at the time such Investment is made) plus the cost of

all additions thereto, without any adjustments for increases or decreases in value, or write-ups,

write-downs or write-offs with respect to such Investment, less all Returns received by the

Borrower or any Restricted Subsidiary in respect thereof.  The amount, as of any date of

determination, of (a) any Investment in the form of a loan or an advance shall be the principal

amount thereof outstanding on such date, minus any cash payments actually received by such

investor representing interest in respect of such Investment (to the extent any such payment to be

deducted does not exceed the remaining principal amount of such Investment and without

duplication of Returns or amounts increasing the Available Amount), but without any adjustment

for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with

54

respect to such loan or advance after the date thereof, (b) any Investment in the form of a transfer

of Equity Interests or other non-cash property by the investor to the investee, including any such

transfer in the form of a capital contribution, shall be the fair market value of such Equity

Interests or other property as of the time of the transfer, minus any payments actually received by

such investor representing a return of capital of, or dividends or other distributions in respect of,

such Investment (to the extent such payments do not exceed, in the aggregate, the original

amount of such Investment and without duplication of Returns or amounts increasing the

Available Amount), but without any other adjustment for increases or decreases in value of, or

write-ups, write-downs or write-offs with respect to, such Investment after the date of such

Investment, and (c) any Investment (other than any Investment referred to in clause (a) or (b)

above) by the specified Person in the form of a purchase or other acquisition for value of any

Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the

original cost of such Investment (including any Indebtedness assumed in connection therewith),

plus (i) the cost of all additions thereto and minus (ii) the amount of any portion of such

Investment that has been repaid to the investor in cash as a repayment of principal or a return of

capital, and of any cash payments actually received by such investor representing interest,

dividends or other distributions in respect of such Investment (to the extent the amounts referred

to in clause (ii) do not, in the aggregate, exceed the original cost of such Investment plus the

costs of additions thereto and without duplication of Returns or amounts increasing the Available

Amount), but without any other adjustment for increases or decreases in value of, or write-ups,

write-downs or write-offs with respect to, such Investment after the date of such Investment.  For

purposes of Section 6.04 , if an Investment involves the acquisition of more than one Person, the

amount of such Investment shall be allocated among the acquired Persons in accordance with

GAAP; provided that pending the final determination of the amounts to be so allocated in

accordance with GAAP, such allocation shall be as reasonably determined by a Financial Officer

of the Borrower.

“ Investor ” means (i) Francisco Partners, Spectrum and the New Sponsor and

certain other investors designated by Francisco Partners, Spectrum and the New Sponsor on or

before the Sixth Amendment Effective Date, (ii) any Controlled Investment Affiliate of any

Person identified in clause (i) above, (iii) any managing director, general partner, limited partner,

director, officer or employee of any Person identified in clause (i) above or any of their

respective Affiliates (collectively, the “ Investor Associates ”), (iv) the heirs, executors,

administrators, testamentary trustees, legatees or beneficiaries of any Investor Associate and (v)

any trust, the beneficiaries of which, or a corporation or partnership, the stockholders or partners

of which, include only an Investor Associate, his or her spouse, parents, siblings, members of his

or her immediate family (including adopted children and step children) and/or direct lineal

descendants.

“ IPO ” means any transaction whereby, or upon the consummation of which,

Holdings’ or the Public Company’s common Equity Interests are, or may thereafter be, offered

or sold (whether through an initial primary underwritten public offering or otherwise) pursuant to

an effective registration statement filed with the SEC in accordance with the Securities Act, or to

the equivalent registration documents filed with the equivalent authority in the applicable foreign

jurisdiction.

55

“ IRS ” means the United States Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby

Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such

later version thereof as may be in effect at the time of issuance).

“ Issuing Bank ” means, as the context may require, (a) GS Bank, Barclays, Bank

of America, N.A., Credit Suisse AG, Citizens Bank, N.A. and SunTrust Bank and (b) each other

Xxxxxx appointed as an Issuing Bank pursuant to Section 2.05(p) , each in its capacity as an issuer

of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(k) .

Any Issuing Bank may, with the consent of the Borrower, arrange for one or more Letters of

Credit to be issued by an Affiliate of such Issuing Bank, in which case the term “ Issuing Bank ”

includes any such Affiliate with respect to Letters of Credit issued by such Affiliate.  Any

Issuing Bank may cause Letters of Credit to be issued by unaffiliated financial institutions and

such Letters of Credit shall be treated as issued by such Issuing Bank for all purposes under the

Loan Documents.

“ Joint Bookrunners ” means GS Bank, Barclays, MLPFS, Citizens Bank, N.A.,

Credit Suisse Loan Funding LLC, KKR Capital Markets LLC and SunTrust Xxxxxxxx

Xxxxxxxx, Inc., each in its capacity as joint bookrunner in respect of the credit facilities provided

herein.

“ Joint Lead Arrangers ” means Xxxxxx Xxxxxxx Senior Funding, Inc., Xxxxxxx

Xxxxx Bank USA, Barclays Bank PLC, Citigroup Global Markets Inc., JPMorgan Chase Bank,

N.A., BofA Securities, Inc., N.A., KKR Capital Markets LLC and KKR Corporate Lending (CA)

LLC, each in its capacity as a joint lead arranger in respect of the credit facilities provided

herein.

“ Joint Venture ” means a joint venture, partnership or similar arrangement,

whether in corporate, partnership or other legal form.

“ Judgment Currency ” has the meaning assigned to such term in Section 9.17 .

“ Latest Maturity Date ” means, at any date of determination, the latest maturity

date applicable to any Loan or Commitment hereunder at such time, including the latest maturity

date of any Incremental Term Loan, Incremental Revolving Commitment, Incremental

Revolving Loan, Extended Term Loan, Extended Revolving Commitment, Extended Revolving

Loan, Other Term Loan, any Other Term Commitment, any Other Revolving Loan or any Other

Revolving Commitment, in each case as extended in accordance with this Agreement from time

to time.

“ LC Disbursement ” means a payment made by an Issuing Bank pursuant to a

Letter of Credit.

“ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount

of all outstanding Letters of Credit denominated in Dollars at such time and (b) the aggregate

56

amount of all LC Disbursements in respect of Letters of Credit made in Dollars that have not yet

been reimbursed by or on behalf of the Borrower at such time.  The LC Exposure of any

Revolving Lender shall be its Applicable Percentage of the aggregate LC Exposure at such time.

“ LC Sublimit ” means the lesser of (x) $10,000,000 and (y) the aggregate amount

of Revolving Commitments.  The LC Sublimit is part of, and not in addition to, the Revolving

Credit Facility.  The LC Sublimit with respect to each Revolving Lender that is an Issuing Bank

shall be no greater than its pro rata allocation with respect to the aggregate LC Sublimit in

accordance with their Applicable Percentage.

“ LCA Election ” means the Borrower’s election to exercise its right to designate

any acquisition (or similar Investment) as a Limited Condition Acquisition pursuant to the terms

hereof.

“ LCA Test Date ” means the date on which the definitive agreement for any such

Limited Condition Acquisition is entered into.

“ Lender Counterparty ” means any counterparty to a Secured Swap Agreement or

Secured Cash Management Agreement.

“ Lender Financing Source ” has the meaning assigned to such term in Section

9.04(d) .

“ Lenders ” means the Persons who are “Lenders” under this Agreement on the

Closing Date, any Additional Lenders, any Additional Refinancing Lenders and any other Person

that shall have become a party hereto as a Lender pursuant to Section 9.04 , other than any such

Person that ceases to be a party hereto pursuant to Section 9.04 .  Unless the context requires

otherwise, the term “Lenders” includes the Swingline Lenders.

“ Letter of Credit ” means (a) any letter of credit issued pursuant to this Agreement

or (b) any guarantee, indemnity or other instrument (including bank acceptances and bank

guarantees), in each case in a form requested by the Borrower and agreed by the applicable

Issuing Bank; provided that in no event shall GS Bank, Barclays, Bank of America, N.A., UBS

AG, Stamford Branch or Citizens Bank, N.A. be required to issue letters of credit (other than

standby letters of credit), bank acceptances, bank guarantees, indemnitees or other instruments.

“ Letter of Credit Application ” means an application and agreement for the

issuance or amendment of a Letter of Credit in the form from time to time in use by the

applicable Issuing Bank.

“ Letter of Credit Expiration Date ” means the fifth Business Day prior to the

Revolving Termination Date (unless cash collateralized or backstopped pursuant to arrangements

reasonably satisfactory to the Issuing Bank thereof).

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien,

pledge, charge, assignment by way of security, hypothecation, security interest or similar

57

encumbrance given in the nature of a security interest in, on or of such asset and (b) the interest

of a vendor or a lessor under any conditional sale agreement, capital lease or title retention

agreement (or any financing lease having substantially the same economic effect as any of the

foregoing) relating to such asset, whether or not filed, recorded or otherwise perfected under

applicable law.

“ Limited Condition Acquisition ” means any Permitted Acquisition (or similar

Investment) by any Holding Company or one or more of the Restricted Subsidiaries, the

consummation of which is not conditioned on the availability of, or on obtaining, third-party

financing.

“ Loan Documents ” means this Agreement, the First Incremental Credit Facility

Amendment, the Second Incremental Credit Facility Amendment, the Third Amendment, the

Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Fee Letter, each

Incremental Credit Facility Amendment, each Refinancing Amendment, each Extension

Amendment, the Guaranty, the Second Lien Intercreditor Agreement, each Security Document,

and each schedule, exhibit or annex to any of the foregoing, any letter of credit application, any

agreement designating an additional Issuing Bank as contemplated by Section 2.05(p) , and any

Notes issued by the Borrower pursuant hereto.

“ Loan Party ” means (a) the Borrower and (b) each Guarantor.

“ Loans ” means the Term Loans, the Revolving Loans, the Swingline Loans, the

Other Revolving Loans and any other loans made by any Lenders to the Borrower pursuant to

this Agreement, any Incremental Credit Facility Amendment, Extension Amendment or any

Refinancing Amendment.

“ LTM EBITDA ” means, at any time, Consolidated EBITDA of the Borrower and

its Restricted Subsidiaries for the trailing four (4) quarter period most recently ended, as of the

Applicable Date of Determination.

“ Margin Stock ” has the meaning assigned to such term in Regulation U of the

Board.

“ Market Capitalization ” means, with respect to the making of any Restricted

Payment, an amount equal to (a) the total number of issued and outstanding shares of Equity

Interests of Holdings or any direct or indirect parent company on the date of declaration of such

Restricted Payment multiplied by (b) the arithmetic mean of the closing prices per share of such

Equity Interests on the principal securities exchange on which such Equity Interests are listed for

the thirty (30) consecutive trading days immediately preceding the date of declaration of such

Restricted Payment.

“ Material Adverse Effect ” means (a) on the Closing Date, a Parent Material

Adverse Effect or (b) after the Closing Date, a material and adverse effect on (i) the business,

assets, results of operations or financial condition, in each case, of Holdings and its Restricted

Subsidiaries, taken as a whole, (ii) the rights and remedies (taken as a whole) available to the

58

Administrative Agent under the Loan Documents or (iii) the ability of the Loan Parties (taken as

a whole) to perform their payment obligations under the Loan Documents.

“ Material Indebtedness ” means any Indebtedness (other than the Loans and

Letters of Credit) of the Borrower or any Restricted Subsidiary in an outstanding principal

amount exceeding the greater of (a) $58,000,000 and (b) 25% of LTM EBITDA for the most

recently ended Test Period at such time; provided that in no event shall any Receivables Facility

or Qualified Securitization Financing be considered Material Indebtedness for any purpose.  For

purposes of determining Material Indebtedness, the “principal amount” of the obligations in

respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving

effect to any netting agreements) that the Borrower or such Restricted Subsidiary would be

required to pay if such Swap Agreement were terminated at such time.

“ Material Real Property ” means any real property and improvements thereto

owned in fee simple by a Loan Party and which has a fair market value (estimated in good faith

by such Loan Party) in excess of $23,000,000 as of the time such property is acquired (or, if such

property is owned by a Person at the time it becomes a Loan Party pursuant to Section 5.10 , as of

such date).

“ Material Subsidiary ” means, at any date of determination, each Restricted

Subsidiary that is not an Immaterial Subsidiary.

“ Maturity Limitation Excluded Amount ” means, at any date of determination, a

principal amount of Indebtedness in the form of Incremental Credit Facilities, Other Term Loans,

Other Revolving Loans, Other Revolving Commitments, Additional Debt, Term Loan Exchange

Notes, Refinancing Notes or any Permitted Refinancing of the foregoing (or any combination of

the foregoing) (each, “ Subject Indebtedness ”) not to exceed, in the aggregate for all such Subject

Indebtedness elected by the Borrowers to have been incurred in reliance on the Maturity

Limitation Excluded Amount, $229,000,000, which Subject Indebtedness shall, at the election of

the Borrowers, not be required to comply with any limitations on maturity date, Weighted

Average Life to Maturity, scheduled amortization, mandatory commitment reductions or

mandatory prepayment or redemption features, in each case that would otherwise be applicable

to such Subject Indebtedness pursuant to the terms of this Agreement.

“ Maximum Additional Debt Amount ” means, at any date of determination, the

sum of:

(a) (i) the greater of (x) $229,000,000 and (y) 100% of LTM EBITDA calculated

on a Pro Forma Basis, less the amount of any Additional Debt or Incremental Facilities incurred

in reliance on this clause (i) after the Sixth Amendment Effective Date, less the amount of any

Incremental Second Lien Facility and/or Second Lien Additional Debt, in each case, incurred in

reliance on clause (i) of the Second Lien Unrestricted Amount after the Sixth Amendment

Effective Date, plus (ii) (x) the par value of any voluntary prepayments made pursuant to Section

2.11(a) ( provided that any such payments or purchases of Revolving Loans are accompanied by

permanent reductions of the Revolving Commitments), repurchases of Term Loans pursuant to

59

Section 2.11(i) or Section 9.04 , payments made pursuant to Section 9.02(c) or voluntary

prepayments or redemptions of Additional Debt, Other Term Loans, Other Revolving Loans,

Extended Term Loans, Extended Revolving Loans, Term Loan Exchange Notes, Refinancing

Notes or any Permitted Refinancing of the foregoing, in each case to the extent secured on a pari

passu basis with the Term Loans (and in the case of any such Indebtedness consisting of

revolving indebtedness, to the extent accompanied by permanent reductions of the associated

revolving commitments) and effected after the Sixth Amendment Effective Date that are not

financed with the proceeds of long-term Indebtedness (other than Revolving Loans or other

revolving indebtedness) and that do not reduce the amount of any payment otherwise due

pursuant to Section 2.11(d) by operation of the proviso to such clause) and (y) the par value of

any voluntary prepayments of the Second Lien Facility, any Incremental Second Lien Facility

and Second Lien Additional Debt, to the extent such prepaid Second Lien Facility and/or

Indebtedness were incurred under the Second Lien Unrestricted Amount  (this clause (ii),

together with clause (i), the “ Unrestricted Amount ”), less , the amount of any Additional Debt

and/or Incremental Credit Facilities incurred in reliance on clause (ii) of the Unrestricted

Amount, less the amount of any Second Lien Additional Debt and/or Second Lien Incremental

Facility incurred in reliance on clause (ii) of the Second Lien Unrestricted Amount; plus

(b) an unlimited amount if after giving effect to the incurrence of such Additional

Debt or Incremental Credit Facility and the application of the proceeds therefrom,

(i) if such Incremental Credit Facility or Additional Debt is secured on a

pari passu basis with the Obligations, the First Lien Net Leverage Ratio, calculated on a Pro

Forma Basis as of the Applicable Date of Determination, either (x) is no greater than 5.20 to 1.00

or (y) if such Indebtedness is incurred in connection with a Permitted Acquisition or other

permitted Investment, either (A) is no greater than 5.20 to 1.00 or (B) is no greater than the First

Lien Net Leverage Ratio in effect immediately prior to the applicable Permitted Acquisition or

other permitted Investment,

(ii) if such Incremental Credit Facility or Additional Debt is secured on a

junior lien basis to the Obligations, the Senior Secured Net Leverage Ratio, calculated on a Pro

Forma Basis as of the Applicable Date of Determination, either (x) is no greater than 7.00 to 1.00

or (y) if such Indebtedness is incurred in connection with a Permitted Acquisition or other

permitted Investment, either (A) is no greater than 7.00 to 1.00 or (B) is no greater than the

Senior Secured Net Leverage Ratio in effect immediately prior to the applicable Permitted

Acquisition or other permitted Investment,

(iii) if such Incremental Credit Facility or Additional Debt is unsecured or

is secured by assets not constituting Collateral, either (I) the Total Net Leverage Ratio, calculated

on a Pro Forma Basis as of the Applicable Date of Determination, either (x) is no greater than

7.00 to 1.00 or (y) if such Indebtedness is incurred in connection with a Permitted Acquisition or

other permitted Investment, either (A) is no greater than 7.00 to 1.00 or (B) is no greater than the

Total Net Leverage Ratio in effect immediately prior to the applicable Permitted Acquisition or

other permitted Investment or (II) the Interest Coverage Ratio, calculated on a Pro Forma Basis

as of the Applicable Date of Determination, either (x) is no less than 2.00 to 1.00 or (y) if such

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Indebtedness is incurred in connection with a Permitted Acquisition or other permitted

Investment, either (A) is no less than 2.00 to 1.00 or (B) is no less than the Interest Coverage

Ratio in effect immediately prior to the applicable Permitted Acquisition or other permitted

Investment;

provided , that (i) to the extent the proceeds of any Additional Debt or Incremental Credit Facility

are intended to be applied to finance a Limited Condition Acquisition, at the election of the

Borrower, the First Lien Net Leverage Ratio, Senior Secured Net Leverage Ratio, Total

Leverage Ratio or Interest Coverage Ratio, as the case may be, shall instead be tested in

accordance with Section 1.12 ; (ii) all Additional Debt in the form of revolving commitments and

Incremental Revolving Commitments in each case, established on such date shall be assumed to

be fully drawn for purposes of the calculation of the First Lien Net Leverage Ratio, Senior

Secured Net Leverage Ratio or Total Leverage Ratio, as applicable, (iii) the proceeds of such

Additional Debt or Incremental Credit Facilities then being incurred at the time of determination

are not included as Unrestricted Cash for purposes of calculating the First Lien Net Leverage

Ratio, Senior Secured Net Leverage Ratio or Total Leverage Ratio; provided that to the extent

the proceeds of such Additional Debt or Incremental Loans are to be used to prepay

Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be

calculated on a Pro Forma Basis, (iv) Additional Debt and Incremental Credit Facilities (x) at the

election of the Borrower, may be incurred pursuant to clause (b) above prior to utilization of any

capacity pursuant to clause (a) above and (y) amounts incurred under the Revolving Credit

Facility (or any other Revolving Commitments) or amounts incurred in reliance on clause (a)

above, in each case, concurrently with amounts incurred in reliance on clause (b) above shall not

be included as Indebtedness in the First Lien Net Leverage Ratio, Senior Secured Net Leverage

Ratio, Total Leverage Ratio or Interest Coverage Ratio, as applicable, for purposes of calculating

any amounts that may be incurred pursuant to clause (b) above on the same day and (v) if all or

any portion of any Incremental Credit Facility or Additional Debt was originally incurred or

issued in reliance on clause (a) above and thereafter such amount could have been incurred

pursuant to clause (b) above, such amount of such Incremental Credit Facility or Additional Debt

shall automatically be reclassified as having been incurred pursuant to clause (b) above and

thereafter shall not count as utilization of clause (a) above.

Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of

original issue discount and the payment of interest, premium, fees or expenses, in the form of

additional Indebtedness, Disqualified Equity Interests or preferred stock on any Incremental

Credit Facility or Additional Debt incurred pursuant to the Unrestricted Amount shall not reduce

the amount available to be incurred pursuant to the Unrestricted Amount.

“ Maximum Rate ” has the meaning assigned to such term in Section 9.13 .

“ MFN Adjustment ” has the meaning assigned to such term in Section 2.20(a) .

“ Minimum Extension Condition ” has the meaning assigned to such term in

Section 2.24 .

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“ MLPFS ” means Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx, together with its

designated affiliates (or any other registered broker-dealer wholly-owned by Bank of America

Corporation to which all or substantially all of Bank America Corporation’s or any of its

subsidiaries’ investment banking, commercial lending services or related businesses may be

transferred following the date of this Agreement).

“ Moody’s ” means Xxxxx’x Investors Service, Inc.

“ Mortgage Policy ” has the meaning assigned to such term in Section 5.10(d) .

“ Mortgaged Property ” means, each parcel of Material Real Property owned by a

Loan Party with respect to which a Mortgage is granted pursuant to Section 5.10 or Section 5.11 .

“ Mortgages ” means a mortgage, deed of trust, or other security document granting

a Lien on any Mortgaged Property to secure the Secured Obligations.  Each Mortgage shall be

substantially in the form attached as Exhibit I hereto or otherwise in form and substance

approved by the Administrative Agent in its reasonable discretion, or at the Administrative

Agent’s option, in the case of an Additional Mortgaged Property, an amendment to an existing

Mortgage, in form satisfactory to the Administrative Agent in its reasonable discretion, adding

such Additional Mortgaged Property to the real property encumbered by such existing Mortgage.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section

4001(a)(3) of ERISA.

“ Net Proceeds ” means, with respect to any event, (a) the cash proceeds received

in respect of such event, including (x) in the case of a Disposition of an asset (including pursuant

to a Sale Leaseback transaction or a casualty or a condemnation or similar proceeding), any cash

received in respect of any non-cash proceeds (including any cash payments received by way of

deferred payment of principal pursuant to a note or installment receivable or purchase price

adjustment or earn-out, but excluding any reasonable interest payments), but only as and when

received, (y) in the case of a casualty, cash insurance proceeds, and (z) in the case of a

condemnation or similar event, cash condemnation awards and similar payments received in

connection therewith, minus (b) the sum of (i) all reasonable fees and expenses (including

commissions, discounts, transfer taxes and legal, accounting and other professional and

transactional fees) paid or payable by the Holding Companies and the Restricted Subsidiaries to

third parties in connection with such event, (ii) in the case of a Disposition of an asset (including

pursuant to a Sale Leaseback transaction or a casualty or a condemnation or similar proceeding),

the amount of payments required to be made in respect of Indebtedness (other than Loans and

other Indebtedness for borrowed money that is secured on a pari passu or junior lien basis with

the Loans) secured by such asset or otherwise subject to mandatory prepayment (other than

under this Agreement) as a result of such event, or which by applicable law is required to be

repaid out of the proceeds of such Disposition, casualty, condemnation or similar proceeding, in

each case, to the extent permitted to be paid pursuant to the terms of this Agreement, (iii) the

amount of all taxes (or, without duplication, Restricted Payments in respect of such taxes) paid

(or reasonably estimated to be payable or accrued as a liability under GAAP) by (or attributable

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to the ownership of) Holdings and the Restricted Subsidiaries as a result of such event, (iv) the

amount of any reserves established by Holdings or the applicable Restricted Subsidiaries to fund

liabilities estimated to be payable as a result of such event (as determined in good faith by a

Responsible Officer of the Borrower), (v) in the case of any Disposition or casualty or

condemnation or similar proceeding by a non-wholly owned Restricted Subsidiary, the pro rata

portion of the Net Proceeds thereof (calculated without regard to this clause (v) ) attributable to

minority interests and not available for distribution to or for the account of the Borrower or a

wholly owned Restricted Subsidiary as a result thereof and (vi) any funded escrow established

pursuant to the documents evidencing any such sale or disposition to secure any indemnification

obligations or adjustments to the purchase price or other similar obligations associated with any

such sale or disposition; provided that such funds shall constitute Net Proceeds immediately

upon their release from escrow unless applied to satisfy such obligations.

“ New Sponsor ” means the Purchaser, its Affiliates and any funds, partnerships or

other co-investment vehicles managed, advised or controlled by the foregoing or their respective

Affiliates (other than Holdings, Borrower or Subsidiaries or any other portfolio company).

“ Non-Consenting Lender ” has the meaning assigned to such term in Section

9.02(c) .

“ Nonrenewal Notice Date ” has the meaning assigned to such term in Section

2.05(c) .

“ Not Otherwise Applied ” means, with reference to any amount of proceeds of the

type described in clause (c) or (d) of the definition of “Available Amount” or in clause (a) of the

definition of “Available Excluded Contribution Amount”, that such amount was not previously

applied (nor committed to be applied, provided that such commitment remains outstanding or has

not otherwise terminated or expired) pursuant to Sections 6.01(aa)(1) , 6.04(z) , 6.04(dd) ,

6.06(a)(ii) , 6.06(a)(v) , 6.06(a)(x)(ii) , 6.06(a)(xiv)(B) , 6.06(a)(xv) , 6.06(a)(xix) , 6.06(b)(vi)(B) ,

6.06(b)(vii) or 6.06(b)(ix)(ii) .

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

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

“ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Rate in

effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day

that is not a Business Day, for the immediately preceding Business Day); provided that if none of

such rates are published for any day that is a Business Day, the term “ NYFRB Rate ” shall mean

the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day

received by the Administrative Agent from a federal funds broker of recognized standing

selected by it; provided , further , that if any of the aforesaid rates shall be less than zero, such rate

shall be deemed to be zero for purposes of this Agreement.

“ Obligations ” means all obligations of every nature of each Loan Party, including

obligations from time to time owed to the Administrative Agent, the Collateral Agent, any other

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Agent, any Joint Lead Arranger, any Joint Bookrunner, the Issuing Banks, the Lenders or any of

them, arising under any Loan Document, whether for principal, interest (including interest

which, but for the filing of a petition in bankruptcy with respect to such Loan Party, would have

accrued on any such obligation, whether or not a claim is allowed against such Loan Party for

such interest in the related bankruptcy proceeding), prepayment premiums, reimbursement of

amounts drawn under Letters of Credit issued for the account of a Holding Company, the

Borrower and/or any Restricted Subsidiary, fees (including fees which, but for the filing of a

petition in bankruptcy with respect to such Loan Party, would have accrued on any such

obligation, whether or not a claim is allowed against such Loan Party for such fees in the related

bankruptcy proceeding), expenses (including expenses which, but for the filing of a petition in

bankruptcy solely with respect to such Loan Party, would have accrued on any such obligation,

whether or not a claim is allowed against such Loan Party for such expenses in the related

bankruptcy proceeding), indemnification or otherwise.

“ Organizational Documents ” of any Person means the charter, memorandum and

articles of association, constitution, articles, partnership agreement, or certificate of organization,

incorporation or registration, amalgamation, continuance or amendment and bylaws or other

organizational or governing or constitutive documents of such Person.

“ Other Applicable Indebtedness ” has the meaning assigned to such term in

Section 2.11(c) .

“ Other Revolving Commitments ” means, with respect to each Additional

Refinancing Lender, the commitment, if any, of such Additional Refinancing Lender to make

one or more Classes of Other Revolving Loans under any Refinancing Amendment, expressed as

an amount representing the maximum principal amount of the Other Revolving Loans to be

made by such Lender under such Refinancing Amendment, as such commitment may be

(a) reduced pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to

assignments by or to such Lender pursuant to Section 9.04 .

“ Other Revolving Loans ” means the Revolving Loans made pursuant to any

Other Revolving Commitment.

“ Other Taxes ” means any and all present or future recording, stamp,

documentary, excise, transfer, sales, property, intangible, filing or similar Taxes, charges or

levies arising from any payment made under any Loan Document or from the execution,

delivery, performance, registration or enforcement of, or from the registration, receipt or

perfection of a security interest under, or otherwise with respect to, any Loan Document.

“ Other Term Commitments ” means, with respect to each Additional Refinancing

Lender, the commitment, if any, of such Additional Refinancing Lender to make one or more

Classes of Other Term Loans under any Refinancing Amendment, expressed as an amount

representing the maximum principal amount of the Other Term Loans to be made by such Lender

under such Refinancing Amendment, as such commitment may be (a) reduced pursuant to

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Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to

such Lender pursuant to Section 9.04 .

“ Other Term Loans ” means one or more Classes of Term Loans made pursuant to

or that result from a Refinancing Amendment.

“ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both

overnight federal funds and overnight eurocurrency borrowings by U.S.-managed banking

offices of depository institutions, as such composite rate shall be determined by the NYFRB as

set forth on its public website from time to time, and published on the next succeeding Business

Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB

shall commence to publish such composite rate).

“ Parent Entity ” means any Person of which Holdings at any time is or becomes a

subsidiary on or after the Closing Date.

“ Parent Material Adverse Effect ” means a “Parent Material Adverse Effect”, as

defined in the Recapitalization Agreement.

“ Pari Passu Intercreditor Agreement ” means a customary intercreditor agreement

substantially in the form annexed hereto as Exhibit K .

“ Participant ” has the meaning assigned to such term in Section 9.04(c) .

“ Participant Register ” has the meaning assigned to such term in Section 9.04(c) .

“ Participating Member State ” means each state so described in any EMU

Legislation.

“ Patriot Act ” has the meaning assigned to such term in Section 9.14 .

“ Payment ” has the meaning assigned to such term in Section 8.14(a).

“ Payment Notice ” has the meaning assigned to such term in Section 8.14(b).

“ Payment Recipient ” has the meaning assigned to such term in Section 8.14(a).

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined

in ERISA and any successor entity performing similar functions.

“ Periodic Term SOFR Determination Day ” has the meaning assigned to such term

in the definition of “Term SOFR”.

“ Permitted Acquisition ” means any Acquisition by any Restricted Subsidiary if

(a) immediately before and immediately after giving pro forma effect to the consummation of

such Acquisition, no Event of Default has occurred and is continuing or would immediately

result therefrom ( provided that with respect to any Limited Condition Acquisition, at the election

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of the Borrower, this clause (a) shall instead only be tested on the relevant LCA Test Date and no

Event of Default under Sections 7.01(a) , 7.01(b) , 7.01(h) or 7.01(i) shall have occurred and be

continuing or would exist after giving effect thereto at the time such acquisition is

consummated), (b) all actions required to be taken with respect to such acquired or newly formed

Restricted Subsidiary (other than any Excluded Subsidiary) or such acquired assets (other than

Excluded Property) under Section 5.10 and Section 5.11 will be taken in accordance therewith

(to the extent required) and (c) after giving effect to such Acquisition, the Borrower and the

Restricted Subsidiaries are in compliance with Section 6.10 .

“ Permitted Debt Exchange ” has the meaning assigned to such term in Section

2.25(a) .

“ Permitted Debt Exchange Offer ” has the meaning assigned to such term in

Section 2.25(a) .

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for taxes, assessments or other governmental

charges or levies that (i) are not overdue by more than thirty (30) days, (ii) are being contested in

good faith and are subject to appropriate reserves to the extent required under GAAP or (iii) the

non-payment of which could not reasonably be expected to result in a Material Adverse Effect;

(b) carriers’, warehousemen’s, supplier’s, construction contractor’s, workmen,

mechanic’s, materialmen’s, repairmen’s, landlords’ and other like Liens imposed by law or

contract, arising in the ordinary course of business and securing obligations (i) that are not

overdue by more than thirty (30) days (or, if more than thirty (30) days overdue, are unfiled and

no other action has been taken with respect to such Lien), (ii) are being contested in good faith

and are subject to appropriate reserves to the extent required under GAAP or (iii) the non-

payment of which could not reasonably be expected to result in a Material Adverse Effect;

(c) Liens, pledges and deposits made in the ordinary course of business in

compliance with workers’ compensation, unemployment insurance and other social security laws

or regulations;

(d) (i) Liens, pledges and deposits to secure the performance of bids,

government contracts, trade contracts (other than for borrowed money), leases, statutory

obligations, deductibles, co-payment, co-insurance, retentions, premiums, reimbursement

obligations or similar obligations to providers of insurance, self-insurance or reinsurance

obligations, surety, stay, customs and appeal or similar bonds, performance bonds and other

obligations of a like nature (including those to secure health, safety and environmental

obligations) and other similar obligations and (ii) obligations in respect of letters of credit or

bank guarantees that have been posted to support payment of the items set forth in clause (i) of

this clause (d) ;

(e) attachment or judgment liens in respect of judgments or decrees that do

not constitute an Event of Default under Section 7.01(j) ;

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(f) easements, zoning restrictions, rights-of-way, encroachments, minor

defects or irregularities in title and similar encumbrances on real property imposed by law or

arising in the ordinary course of business and that individually or in the aggregate do not

materially interfere with the ordinary conduct of business of Holdings and the Restricted

Subsidiaries, taken as a whole;

(g) customary rights of first refusal and tag, drag and similar rights in Joint

Venture agreements;

(h) Liens on Cash Equivalents described in clause (d) of the definition of the

term “Cash Equivalents”; and

(i) with respect to any Foreign Subsidiary, other Liens and privileges arising

mandatorily by any Requirement of Law.

“ Permitted First Priority Replacement Debt ” means any secured Indebtedness

(including any Registered Equivalent Notes) incurred by the Borrower and/or the other Loan

Parties in the form of one or more series of senior secured notes or senior secured loans (or

revolving commitments in respect thereof, with the revolving commitments deemed loans in the

full amount of such commitment); provided that (i) such Indebtedness may only be secured by

assets consisting of Collateral on a pari passu basis (but without regard to the control of

remedies) with the 2024 Term Loans and/or Initial Revolving Commitments to the extent

secured, (ii) such Indebtedness satisfies the requirements set forth in clauses (u) through (y) of

the definition of “Credit Agreement Refinancing Indebtedness,” (iii) either the security

agreements relating to such Indebtedness are substantially the same as the applicable Security

Documents (with such differences as are reasonably satisfactory to the Borrower and the

Administrative Agent) or all security therefor shall be granted pursuant to documentation that is

not more restrictive than the Security Documents in any material respect, in each case taken as a

whole (as determined by the Borrower), (iv) except to the extent constituting Subject

Indebtedness incurred in reliance on the Maturity Limitation Excluded Amount, such

Indebtedness does not require any scheduled payment of principal or mandatory redemption or

redemption at the option of the holders thereof (except for redemptions in respect of asset sales

or similar events (which may be offered to prepay such Indebtedness in accordance with Section

2.11(c) ), changes in control and AHYDO Catch-Up Payments) prior to the Latest Maturity Date

in effect as of the time such Indebtedness is incurred, and (v) the secured parties thereunder, or a

trustee or collateral agent or other Senior Representative on their behalf, shall have become a

party to a Pari Passu Intercreditor Agreement, which shall be entered into prior to or concurrently

with the first issuance of Permitted First Priority Replacement Debt in accordance with the terms

thereof to provide for the sharing of the Collateral on a pari passu basis among the holders of the

Secured Obligations and the holders of such Permitted First Priority Replacement Debt.

“ Permitted Holders ” means (1) the Investors and management and their respective

Affiliates, and (2) any Person with which the Persons described in clause (1) form a

“group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any

successor provision); provided that, in the case of such “group” under clause (2), the Investors

67

have beneficial ownership of more than 50% of the economic interests and total voting power of

such “group”.

“ Permitted Initial Revolving Borrowing ” means one or more Borrowings of

Revolving Loans that may be used on the Closing Date directly or indirectly to (i) cash

collateralize letters of credit of the Borrower or its Restricted Subsidiaries outstanding on the

Closing Date, (ii) finance any amount of original issue discount or upfront fees imposed pursuant

to the “flex” provisions of the Fee Letter, (iii) fund working capital needs of the Borrower and its

Restricted Subsidiaries and (iv) finance Transaction Costs and other general corporate purposes,

in the case of this clause (iv), in an amount up to $10,000,000.

“ Permitted Investor Payments ” means (a) management or consulting fees paid to

the Investors or any of their Affiliates in an aggregate amount per calendar year not to exceed the

greater of (x) $11,500,000 and (y) 5.0% of LTM EBITDA calculated on a Pro Forma Basis as of

the Applicable Date of Determination ( provided , that with respect to management fee and non-

arm’s length consulting fees, no Event of Default under Section 7.01(a) , (b) , (h) or (i) shall have

occurred and be continuing or shall immediately result therefrom; provided further that any

amounts not paid pursuant to the previous proviso or otherwise shall accrue and may be paid

when no Event of Default under Section 7.01(a) , (b) , (h) or (i) is continuing or would

immediately result therefrom), (b) out-of-pocket costs and expenses incurred by the Investors or

any of their Affiliates in connection with management, monitoring, consultancy, transaction,

advisory and other services provided to Holdings and the Subsidiaries or their appointees serving

on the board of directors of Holdings or any of the Subsidiaries and compensation to be paid (or

accrued) to directors of Holdings or any of the Subsidiaries, (c) customary indemnities owed to

Investors or any of their Affiliates, (d) customary amounts paid to the Investors or any of their

Affiliates or designees in connection with sponsoring, structuring, arranging or closing Permitted

Acquisitions, other Investments or other transactions consummated after the Sixth Amendment

Effective Date and (e) the payment to the New Sponsor (or any management company of the

New Sponsor) for services rendered pursuant to the Services Agreement in an aggregate amount

in any fiscal year not to exceed the greater of (x) $4,600,000 and (y) 2% of LTM EBITDA for

the Test Period ending on the last day of such fiscal year determined on a Pro Forma Basis, and

the payment of indemnities and expenses pursuant to the Services Agreement.

“ Permitted Refinancing ” means modifications, replacements, restructurings,

refinancings, refundings, renewals, amendments, restatements or extensions of all or any portion

of Indebtedness (including any type of debt facility or debt security); provided that (a) subject to

Section 1.06(b) , the amount of such Indebtedness is not increased (unless the additional amount

is permitted pursuant to another provision of Section 6.01 ) at the time of such modification,

replacement, restructuring, refinancing, refunding, renewal, amendment, restatement or

extension except by an amount equal to the existing unutilized commitments thereunder, accrued

but unpaid interest thereon and a reasonable premium paid, and fees and expenses reasonably

incurred, in connection with such modification, replacement, restructuring, refinancing,

refunding, renewal, amendment, restatement or extension (including any fees and original issue

discount incurred in respect of such resulting Indebtedness), (b) the direct and contingent

obligors of such Indebtedness shall not be expanded as a result of or in connection with such

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modification, replacement, restructuring, refinancing, refunding, renewal, amendment,

restatement or extension (other than to the extent (i) any such additional obligors are or will

become a Loan Party, (ii) none of such obligors on the Indebtedness being modified, replaced,

restructured, refinanced, refunded, renewed, amended, restated or extended are Loan Parties or

(iii) as otherwise permitted by Section 6.01 ), (c) to the extent such Indebtedness being so

modified, replaced, restructured, refinanced, refunded, renewed, amended, restated or extended is

subordinated in right of payment and/or Lien priority to any of the Obligations, such

modification, replacement, restructuring, refinancing, refunding, renewal, amendment,

restatement or extension is subordinated in right of payment and/or Lien priority (or, in the case

of Lien subordination, not secured) to such Obligations on terms (taken as a whole) at least as

favorable to the Lenders as those contained in the documentation governing the Indebtedness

being so modified, replaced, restructured, refinanced, refunded, renewed, amended, restated or

extended (as determined in good faith by the Borrower) or otherwise reasonably acceptable to

the Administrative Agent, except to the extent otherwise permitted xxxxxxxxx and, to the extent

such Indebtedness being so modified, replaced, restructured, refinanced, refunded, renewed,

amended, restated or extended is unsecured, such modification, replacement, restructuring,

refinancing, refunding, renewal, amendment, restatement or extension is unsecured, unless such

Xxxx would otherwise be permitted hereunder (other than to the extent such Indebtedness being

so modified, replaced, restructured, refinanced, refunded, renewed, amended, restated or

extended was required hereunder to be unsecured when issued or incurred), and (d) other than

with respect to Indebtedness under Section 6.01(d) or (e) and Subject Indebtedness incurred in

reliance on the Maturity Limitation Excluded Amount, such modification, replacement,

restructuring, refinancing, refunding, renewal, amendment, restatement or extension has (i) a

final maturity date equal to or later than the final maturity date of the Indebtedness being

modified, replaced, restructured, refinanced, refunded, renewed, amended, restated or extended

and (ii) a Weighted Average Life to Maturity no shorter than the Weighted Average Life to

Maturity of the Indebtedness being modified, replaced, restructured, refinanced, refunded,

renewed, amended, restated or extended.  Without limiting the foregoing, the terms and

conditions of any Permitted Refinancing in respect of any Additional Debt or Credit Agreement

Refinancing Indebtedness shall satisfy the requirements set forth in the respective definitions

thereof with respect to the terms and conditions thereof.

“ Permitted Repricing Amendment ” has the meaning assigned to such term in

Section 9.02 .

“ Permitted Sale Leaseback ” means any Sale Leaseback with respect to the sale,

transfer or Disposition of real property or other property consummated by the Borrower or any of

the Restricted Subsidiaries after the Sixth Amendment Effective Date; provided that any such

Sale Leaseback that is not between (i) a Loan Party and another Loan Party or (ii) a Restricted

Subsidiary that is not a Loan Party and another Restricted Subsidiary that is not a Loan Party

must be, in each case, consummated for fair 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).

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“ Permitted Second Priority Replacement Debt ” means secured Indebtedness

(including any Registered Equivalent Notes) incurred by the Borrower and/or the other Loan

Parties in the form of one or more series of second lien secured notes or second lien secured

loans (or revolving commitments in respect thereof, with the revolving commitments deemed to

be loans in the full amount of such commitments); provided that (i) such Indebtedness may only

be secured by assets consisting of Collateral on a second lien basis vis-à-vis the 2024 Term

Loans and/or Initial Revolving Commitments to the extent secured, (ii) such Indebtedness

satisfies the requirements set forth in clauses (u) through (y) of the definition of “Credit

Agreement Refinancing Indebtedness”, (iii) either the security agreements relating to such

Indebtedness are substantially the same as the applicable Security Documents (with such

differences as are reasonably satisfactory to the Borrower and the Administrative Agent) or all

security therefor shall be granted pursuant to documentation that is not more restrictive than the

Security Documents in any material respect, in each case taken as a whole (as determined by the

Borrower), (iv) except to the extent constituting Subject Indebtedness incurred in reliance on the

Maturity Limitation Excluded Amount, such Indebtedness does not require any scheduled

payment of principal or mandatory redemption or redemption at the option of the holders thereof

(except for redemptions in respect of asset sales, changes in control or similar events and

AHYDO Catch-Up Payments) prior to the Latest Maturity Date in effect as of the time such

Indebtedness is incurred, and (v) the secured parties thereunder, or a trustee or collateral agent or

other Senior Representative on their behalf, shall have become party to a Second Lien

Intercreditor Agreement.

“ Permitted Unsecured Replacement Debt ” means unsecured Indebtedness

(including any Registered Equivalent Notes) incurred by the Borrower and/or the other Loan

Parties in the form of one or more series of unsecured notes or loans (or revolving commitments

in respect thereof, with the revolving commitments deemed to be loans in the full amount of such

commitments); provided that (i) such Indebtedness satisfies the requirements set forth in clauses

(u) through (y) of the definition of “Credit Agreement Refinancing Indebtedness”, (ii) such

Indebtedness (including any guarantee thereof) is not secured by any Lien on any property or

assets of the Holding Companies, the Borrower or any Subsidiary, and (iii) except to the extent

constituting Subject Indebtedness incurred in reliance on the Maturity Limitation Excluded

Amount, such Indebtedness does not require any scheduled payment of principal or mandatory

redemption or redemption at the option of the holders thereof (except for redemptions in respect

of asset sales, changes in control or similar events on the date of issuance and AHYDO Catch-Up

Payments) prior to the Latest Maturity Date in effect as of the time such unsecured notes are

incurred.

“ Person ” means any natural person, corporation, company, limited liability

company, trust, joint venture, association, company, partnership, Governmental Authority or

other entity.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer

Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302

of ERISA, and in respect of which any Holding Companies, the Borrower or any ERISA

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Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to

be) an “ employer ” as defined in Section 3(5) of ERISA.

“ Planned Expenditures ” has the meaning assigned to such term in clause (b)(xi) of

the definition of “Excess Cash Flow”.

“ Platform ” has the meaning assigned to such term in Section 5.01 .

“ Prepayment Event ” means:

(a) any Disposition (including pursuant to a Sale Leaseback transaction and

by way of merger, amalgamation or consolidation) of any property or asset of any Holding

Company or any Restricted Subsidiary permitted pursuant to clause (i)(y) , (j) , or (s) of Section

6.05 resulting in aggregate Net Proceeds exceeding $11,500,000 in the case of any single

transaction or series of related transactions;

(b) any casualty or other insured damage to, or any taking under power of

eminent domain or by condemnation or similar proceeding of, any property or asset of any

Holding Company or any Restricted Subsidiary with a fair market value immediately prior to

such event, equal to or greater than $11,500,000; or

(c) the incurrence by any Holding Company or any Restricted Subsidiary of

any Indebtedness, other than Indebtedness permitted under Section 6.01 or otherwise permitted

by the Required Lenders (other than Credit Agreement Refinancing Indebtedness);

in each case of clauses (a) through (c) above, occurring on or after the Sixth

Amendment Effective Date.

“ Pro Forma Basis ” means, with respect to the calculation of the First Lien Net

Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Leverage Ratio, the Interest

Coverage Ratio, the amount of Consolidated EBITDA or Consolidated Total Assets or any other

financial test or ratio hereunder (other than clause (b) in the definition of “Available Amount”),

for purposes of determining the permissibility of asset sales, prepayments required pursuant to

Section 2.11(c) and Section 2.11(d) , the Applicable Margin and the commitment fees payable

pursuant to Section 2.12(a) , and for any other specified purpose hereunder, and for purposes of

determining compliance with the covenant under Section 6.11 , in each case as of any date, that

such calculation shall give pro forma effect to the Transactions and all Specified Transactions

(and the application of the proceeds from any such asset sale or debt incurrence) that have

occurred during the relevant testing period for which such financial test or ratio is being

calculated and, except as set forth in the proviso below, during the period immediately following

the Applicable Date of Determination therefor and prior to or simultaneously with the event for

which the calculation of any such ratio on such date of determination is made, including pro

forma adjustments arising out of events which are attributable to the Transactions or the

proposed Specified Transaction, including giving effect to those specified in accordance with the

definition of “Consolidated EBITDA,” in each case as certified on behalf of the Borrower by a

Financial Officer of the Borrower, using, for purposes of determining such compliance with a

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financial test or ratio (including any incurrence test), the historical financial statements of all

entities, divisions or lines or assets so acquired or sold and the consolidated financial statements

of the Holding Companies and/or any of the Restricted Subsidiaries, calculated as if the

Transactions or such Specified Transaction, and all other Specified Transactions that have been

consummated during the relevant period, and any Indebtedness incurred or repaid in connection

therewith, had been consummated (and the change in Consolidated EBITDA resulting therefrom)

and incurred or repaid at the beginning of such period and Consolidated Total Assets shall be

calculated after giving effect thereto; provided that, notwithstanding anything in this definition to

the contrary, when calculating the First Lien Net Leverage Ratio for purposes of the definition of

“Applicable Margin” and the definition of “Required Percentage” and when calculating the First

Lien Net Leverage Ratio for purposes of determining actual compliance (and not pro forma

compliance or compliance on a Pro Forma Basis) with Section 6.11 , in each case, the events

described in this definition that occurred after the Applicable Date of Determination shall not be

given pro forma effect.

Whenever pro forma effect is to be given to the Transactions or a Specified

Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the

Borrower (including adjustments for costs and charges arising out of the Transactions or the

proposed Specified Transaction and the “run rate” cost savings and synergies resulting from the

Transactions or such Specified Transaction that have been or are reasonably anticipated to be

realizable (“run rate” means the full recurring benefit for a Test Period that is associated with any

action taken or expected to be taken or for which a plan for realization has been established

(including any savings expected to result from the elimination of a public target’s compliance

costs with public company requirements), net of the amount of actual benefits realized during

such Test Period from such actions), and any such adjustments included in the initial pro forma

calculations shall continue to apply to subsequent calculations of such financial ratios or tests,

including during any subsequent Test Periods in which the effects thereof are expected to be

realizable); provided that (A) such amounts are (i) projected by the Borrower in good faith to

result from actions taken, or with respect to which substantial steps are reasonably expected to

have been taken, within twenty-four (24) months after, without duplication, the end of the Test

Period in which the Transactions or applicable Specified Transaction is initiated or a plan for

realization thereof shall have been established, (ii) determined on a basis consistent with Article

11 of Regulation S-X promulgated under the Exchange Act and as interpreted by the staff of the

Securities and Exchange Commission (or any successor agency) or (iii) set forth in a quality of

earnings report provided to the Administrative Agent and prepared by financial advisors that are

reasonably acceptable to the Administrative Agent (it being understood and agreed that any of

the “Big Four” accounting firms and Xxxxxxx and Marsal are acceptable to the Administrative

Agent) and (B) no amounts shall be added pursuant to this paragraph to the extent duplicative of

any amounts that are otherwise added back in computing Consolidated EBITDA for such Test

Period or would not be permitted to be added as a result of any cap.

If any Indebtedness bears a floating rate of interest and is being given pro forma

effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of

the event for which the calculation is made had been the applicable rate for the entire Test Period

(taking into account any interest hedging arrangements applicable to such Indebtedness).  Interest

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on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined

by a Financial Officer of the Borrower to be the rate of interest implicit in such Capital Lease

Obligation in accordance with GAAP.  Interest on Indebtedness that may optionally be

determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency

interbank offered rate, or other rate, shall be determined to have been based upon the rate

actually chosen, or if none, then based upon such optional rate chosen as the applicable Borrower

or the applicable Restricted Subsidiary may designate.

“ Projections ” has the meaning assigned to such term in Section 5.01(d) .

“ Proposed Change ” has the meaning assigned to such term in Section 9.02(c) .

“ PTE ” shall mean a prohibited transaction class exemption issues by the U.S.

Department of Labor, as any such exemption may be amended from time to time.

“ Public Company ” means, after the completion of an IPO, the Person whose

Equity Interests are subject to an effective registration statement filed with the SEC or the

equivalent registration documents filed with the equivalent authority in the applicable foreign

jurisdiction, as applicable (such Person being only either Holdings or a corporation or other legal

entity which then owns, directly or indirectly, 100% of the outstanding Equity Interests of

Holdings (other than qualifying directors’ and other similar shares)).

“ Public Company Costs ” means any costs, fees and expenses associated with, in

anticipation of, or in preparation for, compliance with the requirements of the Xxxxxxxx-Xxxxx

Act of 2002 and the rules and regulations promulgated in connection therewith and costs, fees

and expenses relating to compliance with the provisions of the Securities Act and the Exchange

Act (as applicable to companies with equity or debt securities held by the public), the rules of

national securities exchanges for companies with listed equity or debt securities, directors’ or

managers’ compensation, fees and expense reimbursements, charges relating to investor

relations, shareholder meetings and reports to shareholders and debtholders, directors’ and

officers’ insurance and other executive costs, legal and other professional fees and listing fees.

“ Public Lender ” has the meaning assigned to such term in Section 5.01 .

“ QFC Credit Support ” has the meaning assigned to such term in Section 9.20(a).

“ Qualified Equity Interests ” means any Equity Interests other than Disqualified

Equity Interests.

“ Qualified Securitization Financing ” means any Securitization Facility of a

Securitization Subsidiary 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 a Securitization Subsidiary or any other

Person are made at fair market value (as determined in good faith by the Borrower); (iii) the

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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 non-recourse

(except for customary representations, warranties, covenants and indemnities made in connection

with such facilities) to any Holding Company, the Borrower or any Restricted Subsidiary (other

than a Securitization Subsidiary).

“ Recapitalization Agreement ” has the meaning assigned to such term in the

recitals to this Agreement.

“ Receivables Assets ” means (a) any accounts receivable owed to the Borrower or

any Restricted Subsidiary subject to a Receivables Facility and the proceeds thereof and (b) all

collateral securing such accounts receivable (including any collateral over any bank account or

collection account), all contracts and contract rights, guarantees or other obligations in respect of

such accounts receivable, all records with respect to such accounts receivable and any other

assets customarily transferred together with accounts receivable in connection with a non-

recourse accounts receivable factoring arrangement and which are sold, conveyed, assigned,

charged or otherwise transferred or pledged by the Borrower or a Restricted Subsidiary to a

commercial bank or an Affiliate thereof in connection with a Receivables Facility.

“ Receivables Facility ” means an arrangement between the Borrower or a

Restricted Subsidiary and a commercial bank or an Affiliate thereof pursuant to which (a) the

Borrower or such Restricted Subsidiary, as applicable, sells (directly or indirectly) to such

commercial bank (or such Affiliate) accounts receivable owing by customers, together with

Receivables Assets related thereto, at a maximum discount, for each such account receivable, not

to exceed 10.0% of the face value thereof, (b) the obligations of the Borrower or such Restricted

Subsidiary, as applicable, thereunder are non-recourse (except for Securitization Repurchase

Obligations) to the Borrower and such Restricted Subsidiary and (c) 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 shall include any guaranty in respect of such arrangement.

“ Recipient ” means, as applicable, (a) the Administrative Agent, (b) any Lender,

(c) any Issuing Bank or (d) solely for U.S. federal withholding Tax purposes, any Beneficial

Owner.

“ Redemption Notice ” has the meaning assigned to such term in Section 6.06 .

“ Refinanced Term Loans ” has the meaning assigned to such term in Section

9.02(d) .

“ Refinancing Amendment ” means an amendment to this Agreement in form

reasonably satisfactory to the Borrower and the Administrative Agent and executed by each of

(a) Holdings, (b) the Borrower, (c) the Administrative Agent and (d) each Additional

Refinancing Lender that agrees to provide any portion of the Credit Agreement Refinancing

Indebtedness being incurred pursuant thereto, in accordance with Section 2.21 .

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“ Refinancing Notes ” means Permitted First Priority Replacement Debt, Permitted

Second Priority Replacement Debt and Permitted Unsecured Replacement Debt, in each case in

the form of notes, in each case to the extent constituting Credit Agreement Refinancing

Indebtedness.

“ Register ” has the meaning assigned to such term in Section 9.04 (b).

“ Registered Equivalent Notes ” means, with respect to any notes originally issued

in a Rule 144A or other private placement transaction under the Securities Act, substantially

identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor

pursuant to an exchange offer registered with the SEC.

“ Related Parties ” means, with respect to any specified Person, such Person’s

Affiliates and the respective partners, directors, officers, employees, trustees, agents and advisors

of such Person and such Person’s Affiliates.

“ Relevant Governmental Body ” means the Federal Reserve Board or the Federal

Reserve Bank of New York, or a committee officially endorsed or convened by the Federal

Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“ Replacement Event ” has the meaning set forth in the definition of “Term SOFR.”

“ Release ” means any release, spill, emission, leaking, dumping, injection,

pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the

environment (including ambient air, surface water, groundwater, land surface or subsurface

strata).

“ Replacement Term Loans ” has the meaning assigned to such term in Section

9.02(d) .

“ Representative ” has the meaning assigned to such term in the recitals to this

Agreement.

“ Repricing Transaction ” means any repayment, prepayment, refinancing,

conversion or replacement of all or a portion of the 2024 Term Loans (i) with the proceeds of a

broadly syndicated first lien secured term loans (or a Permitted Repricing Amendment) the

primary purpose of which is to reduce the effective Yield applicable to the 2024 Term Loans

(and such Yield is reduced) or (ii) in connection with a mandatory prepayment with the proceeds

of Indebtedness having an effective Yield that is less than the Yield of the 2024 Term Loans

being repaid, refinanced, substituted or replaced, including, in each case, as may be effected by

an amendment of any provisions of this Agreement relating to the Applicable Margin or the

Alternate Base Rate or Term SOFR “floors” for, or Yield of, the 2024 Term Loans; provided that

a “ Repricing Transaction ” shall not include any repayment, prepayment, refinancing,

replacement or amendment in connection with (v) a Change in Control, (w) an IPO, (x) a sale of

all or substantially all of the assets of Holdings, (y) a Transformative Acquisition or (z) a

Transformative Disposition.

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“ Required Lenders ” means, at any time, Lenders (other than Defaulting Lenders)

having Revolving Exposures, Term Loans and unused Commitments representing more than

50% of the aggregate Revolving Exposures, outstanding Term Loans and unused Commitments

at such time (calculated, in each case, using the Exchange Rate in effect on the applicable date of

determination); provided that for any Required Lenders’ vote, (v) Term Loans held by Affiliated

Lenders shall be treated in accordance with Section 9.02(j) , (w) Term Loans held by Affiliated

Lenders shall be excluded in determining whether the Required Lenders have consented to any

amendment or waiver, but thereafter deemed to have consented with respect to prevailing votes,

(x) Loans held by Affiliated Institutional Lenders may not account for more than 49.9% of the

amounts included in determining whether the Required Lenders have consented to any

amendment or waiver and (y) no Defaulting Lender shall be included in the calculation of

Required Lenders.

“ Required Percentage ” means, with respect to any fiscal year of the Borrower,

(a) 50%, if the First Lien Net Leverage Ratio at the end of such fiscal year is greater than 5.00 to

1.00, (b) 25.0%, if the First Lien Net Leverage Ratio at the end of such fiscal year is less than or

equal to 5.00 to 1.00 but greater than 4.50 to 1.00 and (c) 0%, if the First Lien Net Leverage

Ratio at the end of such fiscal year is less than or equal to 4.50 to 1.00; provided that if any

prepayments are made after the end of such fiscal year and prior to the date that is thirty (30)

Business Days after the end of such fiscal year, the Required Percentage shall be recalculated as

of the date of such prepayment to give effect thereto.

“ Required Revolving Lenders ” means, at any time, Revolving Lenders (other than

Defaulting Lenders) having Revolving Exposures and unused Revolving Commitments

representing more than 50% of the aggregate Revolving Exposures and unused Revolving

Commitments at such time (calculated, in each case, using the Exchange Rate in effect on the

applicable date of determination); provided that for any Required Revolving Lenders’ vote, no

Defaulting Lender shall be included in the calculation of Required Revolving Lenders.

“ Requirement of Law ” means, with respect to any Person, any statute, law, treaty,

rule, regulation, order, executive order, ordinance, decree, writ, injunction or determination of

any arbitrator or court or other Governmental Authority, in each case applicable to or binding

upon such Person or any of its property or to which such Person or any of its property is subject.

“ Resolution Authority ” means an EEA Resolution Authority or, with respect to

any UK Financial Institution, a UK Resolution Authority.

“ Responsible Officer ” of any Person means the chief executive officer, president

or any Financial Officer of such Person, and any other officer (or, in the case of any such Person

that is a Foreign Subsidiary, director or managing partner or similar official) of such Person with

responsibility for the administration of the obligations of such Person under this Agreement.

“ Restricted Payment ” means any dividend or other distribution (whether in cash,

securities or other property) with respect to any Equity Interests in the Borrower or any

Restricted Subsidiary, or any payment (whether in cash, securities or other property), including

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any sinking fund or similar deposit, on account of the purchase, redemption, retirement,

acquisition, cancelation or termination of any Equity Interests in the Borrower or any Restricted

Subsidiary, or any option, warrant or other right to acquire any such Equity Interests in the

Borrower or any Restricted Subsidiary, in each case whether pursuant to a Division or otherwise,

other than the payment of compensation in the ordinary course of business to holders of any such

Equity Interests who are employees of the Borrower or any Restricted Subsidiary and other than

payments of intercompany indebtedness permitted under this Agreement.

“ Restricted Subsidiary ” means any Subsidiary other than an Unrestricted

Subsidiary.

“ Retained Declined Proceeds ” means any Declined Proceeds for which a lender

under the Second Lien Credit Agreement or the definitive documentation for any other

Indebtedness secured on a pari passu basis with the Second Lien Obligations (subject to any

prepayment requirements under the Second Lien Credit Agreement or such other definitive

documentation) rejects such amount of any mandatory prepayment required to be made under the

Second Lien Credit Agreement or such other definitive documentation, which may be retained

by the Borrower.

“ Return ” means, with respect to any Investment, any dividend, distribution,

repayment of principal, income, profit (from a disposition or otherwise) and any other amount

received or realized in respect thereof in each case that represents a return of capital.

“ Revolving Availability Period ” means the period from and including the Closing

Date to but excluding the earlier of the Revolving Termination Date and the date of termination

of the Revolving Commitments.

“ Revolving Commitment ” means, with respect to each 2018 Revolving Lender,

the 2018 Revolving Commitment of such Lender and, with respect to each 2024 Revolving

Lender, the 2024 Revolving Commitment of such Lender. The initial amount of each Lender’s

Revolving Commitment is set forth on Schedule 2.01(b) or in the Assignment and Assumption

pursuant to which such Lender shall have assumed its Revolving Commitment, as the case may

be.  References to the “Revolving Commitments” shall mean the Revolving Commitment of each

Lender taken together.  The initial aggregate principal amount of the Lenders’ Revolving

Commitments on the Fifth Amendment Effective Date is $100,000,000. “ Revolving Credit

Facilities ” means the “Revolving Commitments” and the extensions of credit made thereunder.

“ Revolving Exposure ” means, as to each Revolving Lender, the sum of (a) the

aggregate principal amount of the Revolving Loans denominated in Dollars outstanding at such

time, (b) the LC Exposure at such time and (c) the Swingline Exposure at such time.  The

Revolving Exposure of any Lender at any time shall be its Applicable Percentage of the

aggregate Revolving Exposure at such time.

“ Revolving Lender ” means a Lender with a Revolving Commitment or, if the

Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

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“ Revolving Loan ” means a Loan made pursuant to clause (b) of Section 2.01 . For

the avoidance of doubt, the 2018 Revolving Loans and the 2024 Revolving Loans constitute

“Revolving Loans” hereunder.

“ Revolving Note ” means a promissory note of the Borrower evidencing

Revolving Loans made or held by a Revolving Lender, substantially in the form of Exhibit F-2 .

“ Revolving Termination Date ” means, with respect to the 2018 Revolving

Commitments, the 2018 Revolving Commitment Maturity Date and, with respect to the 2024

Revolving Commitments, the 2024 Revolving Commitment Maturity Date.

“ Sale Leaseback ” means any transaction or series of related transactions pursuant

to which the Borrower or any of the Restricted Subsidiaries (a) sells, transfers or otherwise

disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as

part of such transaction, thereafter rents or leases such property that it intends to use for

substantially the same purpose or purposes as the property being sold, transferred or disposed.

“ Sanctions ” has the meaning assigned to such term in Section 3.19 .

“ S&P ” means S&P Global Ratings, or any successor thereto.

“ SEC ” means the Securities and Exchange Commission or any Governmental

Authority succeeding to any of its principal functions.

“ Second Amendment Effective Date ” has the meaning assigned to such term in

Section III of the Second Incremental Credit Facility Amendment.

“ Second Incremental Credit Facility Amendment ” means the Second Incremental

Credit Facility Amendment to First Lien Credit Agreement, dated as of May 12, 2020, among the

Borrower, Holdings, the other Loan Parties party thereto, the Lenders party thereto and the

Administrative Agent.

“ Second Lien Additional Debt ” has the meaning assigned to the term “Additional

Debt” in the Second Lien Credit Agreement (as in effect on the date hereof).

“ Second Lien Agent ” means has the meaning assigned to the term

“Administrative Agent” in the Second Lien Credit Agreement.

“ Second Lien Credit Agreement ” means that certain second lien credit agreement

dated as of the Closing Date (as amended, restated, supplemented or otherwise modified from

time to time to time), by and among Merger Sub, the Target, Holdings, the other guarantors from

time to time party thereto, the lenders party thereto from time to time and the Second Lien Agent,

as administrative agent and collateral agent.

“ Second Lien Facility ” has the meaning assigned to the term “Term Loans” in the

Second Lien Credit Agreement.

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“ Second Lien Intercreditor Agreement ” means the intercreditor agreement in

substantially the form of Exhibit L among the Collateral Agent, the Loan Parties and the Second

Lien Agent, dated as of the Closing Date, as may be amended, amended and restated or

otherwise modified (including amendments to add one or more Senior Representatives for

holders of Permitted Second Priority Replacement Debt as parties thereto in accordance with the

terms hereof).

“ Second Lien Loan Documents ” has the meaning assigned to the term “Loan

Documents” in the Second Lien Credit Agreement.

“ Second Lien Loans ” has the meaning assigned to the term “Loans” in the Second

Lien Credit Agreement (as in effect on the Closing Date).

“ Second Lien Obligations ” has the meaning assigned to the term

“Obligations” (as in effect on the Closing Date and as amended, amended and restated,

supplemented, waived, modified or refinanced to the extent not prohibited by this Agreement or

the Second Lien Intercreditor Agreement) in the Second Lien Credit Agreement (as in effect on

the Closing Date and as amended, restated, supplemented, modified or refinanced from time to

time to the extent not prohibited by this Agreement or the Second Lien Intercreditor Agreement).

If the context requires, Second Lien Obligations shall mean any guarantees by Loan Parties of

Second Lien Obligations.

“ Second Lien Subject Amount ” has the meaning assigned to the term “Subject

Amount” in the Second Lien Credit Agreement, as in effect on the Closing Date.

“ Second Lien Unrestricted Amount ” has the meaning assigned to the term

“Unrestricted Amount” in the Second Lien Credit Agreement, as in effect on the Closing Date.

“ Secured Cash Management Agreement ” means any Cash Management

Agreement that (a) is in effect on the Closing Date between any Holding Company and/or any

Restricted Subsidiary and a counterparty (i) that is an Agent, a Lender, a Joint Lead Arranger or

an Affiliate of an Agent, a Lender or a Joint Lead Arranger, (ii) whose long-term senior

unsecured debt rating is A/A2 by S&P or Moody’s (or their equivalent) or higher or (iii) that has

been approved in writing by the Administrative Agent or (b) is entered into after the Closing

Date by any Holding Company and/or any Restricted Subsidiary with any counterparty (i) that is

an Agent, a Lender, or a Joint Lead Arranger or an Affiliate of an Agent, a Lender or a Joint

Lead Arranger at the time such arrangement is entered into, (ii) whose long-term senior

unsecured debt rating is A/A2 by S&P or Moody’s (or their equivalent) or higher or (iii) that has

been approved in writing by the Administrative Agent and, in the case of each of clauses (a)(ii)

and (iii) and (b)(ii) and (iii) hereof, (x) the Borrower designates in writing to the Administrative

Agent that such Cash Management Agreement shall be a Secured Cash Management Agreement

and (y) the applicable counterparty shall have appointed the Administrative Agent and the

Collateral Agent as its agents under the applicable Loan Documents and agreed to be bound by

the provisions of Article VIII in favor of the Agent as if it were a Lender, including Section 8.03

and Section 9.03(c) , and shall have been deemed to have made the representations and warranties

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set forth in Section 8.07 in favor of the Agents, in each case, pursuant to a writing substantially

in the form of Exhibit M or otherwise reasonably satisfactory to the Borrower and the

Administrative Agent.

“ Secured Cash Management Obligations ” means all Cash Management

Obligations under any Secured Cash Management Agreement.

“ Secured Obligations ” means, collectively, the (a) Obligations, (b) the Secured

Swap Obligations and (c) the Secured Cash Management Obligations.

“ Secured Parties ” means, collectively, the Administrative Agent, the Collateral

Agent, the Lenders (including, for the avoidance of doubt, the Issuing Banks) and the Lender

Counterparties.

“ Secured Swap Agreements ” means any Swap Agreement that (a) is in effect on

the Closing Date between any Holding Company and/or any Restricted Subsidiary and a

counterparty: (i) that is an Agent or a Lender or an Affiliate of an Agent or a Lender as of the

Closing Date, (ii) whose long-term senior unsecured debt rating is A/A2 by S&P or Moody’s (or

their equivalent) or higher or (iii) that has been approved in writing by the Administrative Agent

or (b) is entered into after the Closing Date by any Holding Company and/or any Restricted

Subsidiary with any counterparty: (i) that is an Agent or a Lender or an Affiliate of an Agent or a

Lender at the time such Swap Agreement is entered into, (ii) whose long-term senior unsecured

debt rating is A/A2 by S&P or Moody’s (or their equivalent) or higher or (iii) that has been

approved in writing by the Administrative Agent and, in the case of each of clauses (a)(ii) and

(iii) and (b)(ii) and (iii) hereof, the Borrower designates in writing to the Administrative Agent

that such Swap Agreement shall be a Secured Swap Agreement (for the avoidance of doubt, the

Borrower may provide one notice to the Administrative Agent designating all Swap Agreements

entered into under a specified Master Agreement as Secured Swap Agreements).

“ Secured Swap Obligations ” means all Swap Obligations (other than Excluded

Swap Obligations) under any Secured Swap Agreement.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules

and regulations of the SEC promulgated thereunder, as amended.

“ Securitization Asset ” means (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 by the Borrower or any Restricted Subsidiary of a Holding Company in connection with

a Qualified Securitization Financing.

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“ Securitization Facility ” means any transaction or series of securitization

financings that may be entered into by the Borrower or any Restricted Subsidiary pursuant to

which the Borrower or any 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 a Restricted

Subsidiary or (b) a Securitization Subsidiary that in turn sells such Securitization Assets to a

Person that is not a Restricted Subsidiary, or may grant a security interest in, any Securitization

Assets of the Holding Companies or any of the Subsidiaries.

“ Securitization Fees ” means 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 a Restricted Subsidiary in connection with, any

Qualified Securitization Financing or a Receivables Facility.

“ Securitization Repurchase Obligation ” means any obligation of a seller (or any

guaranty of such obligation) of Securitization Assets or Receivables Assets in a Qualified

Securitization Financing or a Receivables Facility to repurchase Securitization Assets arising as a

result of a breach of a representation, warranty or covenant or otherwise, including as a result of

a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or

counterclaim of any kind as a result of any action taken by, any failure to take action by or any

other event relating to the seller.

“ Securitization Subsidiary ” means 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

purpose of engaging in a Qualified Securitization Financing in which the Borrower or any

Subsidiary of the Borrower makes an Investment and to which the Borrower or any Subsidiary of

the Borrower transfers Securitization Assets and related assets.

“ Security Agreement ” means the First Lien Security Agreement dated as of the

Closing Date (as amended, restated, supplemented or otherwise modified from time to time to

time), among the Borrower, the other Loan Parties party thereto from time to time and the

Collateral Agent.

“ Security Documents ” means each of the Security Agreement, the Mortgages (if

any), each of the agreements listed on Schedule 5.11 executed and delivered by the Loan Parties

party thereto and the Collateral Agent on the Closing Date, and each other security agreement or

other instrument or document executed and delivered pursuant to Section 5.10 or Section 5.11 to

secure the Secured Obligations.

“ Senior Representative ” means, with respect to any series of Permitted First

Priority Replacement Debt or Permitted Second Priority Replacement Debt, the trustee,

administrative agent, collateral agent, security agent or similar agent under the indenture or

agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the

case may be, and each of their successors in such capacities.

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“ Senior Secured Net Leverage Ratio ” means, on any date of determination, the

ratio of (a) Total Indebtedness as of such date that is secured by a Lien on the Collateral, less the

aggregate amount of Unrestricted Cash, to (b) LTM EBITDA.

“ Services Agreement ” shall mean that certain Services Agreement, dated as of the

date hereof, by and among Parent, Holdings, the Borrower and Silver Lake Management

Company V, L.L.C.

“ Sixth Amendment ” means that certain Sixth Amendment to First Lien Credit

Agreement, dated as of July 10, 2024, by and among Holdings, the Borrower, the other

Guarantors party thereto, the Lenders and Issuing Banks party thereto and the Administrative

Agent.

“ Sixth Amendment Effective Date ” means the “Effective Date” as defined in the

Sixth Amendment, which date is July 10, 2024.

“ Sixth Amendment  Effective Date Accrued Commitment Fees ” means any

unpaid commitment fees that, as of the Sixth Amendment Effective Date (immediately prior to

giving effect to the Sixth Amendment), have accrued pursuant to Section 2.12(a) of this

Agreement (as in effect immediately prior to the Sixth Amendment Effective Date) in respect of

the Initial Revolving Commitments.

“ Sixth Amendment Transactions ” means (a) the borrowing of the 2024 Term

Loans hereunder on the Sixth Amendment Effective Date, (b) refinancing of all of the Term

Loans outstanding under this Agreement immediately prior to the Sixth Amendment Effective

Date and (c) the payment of Sixth Amendment Transaction Costs.

“ Sixth Amendment Transaction Costs ” means all premiums, fees, costs and

expenses incurred or payable by or on behalf of Holdings or any Restricted Subsidiary in

connection with the Sixth Amendment Transactions (including any bonuses and any loan

forgiveness and fees and costs ) or in connection with the negotiation, execution, delivery and

performance of the Sixth Amendment, any other Loan Documents and the transactions

contemplated thereby, including to fund any original issue discount, upfront fees or legal fees

and to grant and perfect any security interests.

“ SOFR ” with respect to any day means the secured overnight financing rate

published for such day by the Federal Reserve Bank of New York, as the administrator of the

benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.

“ SOFR Determination Date ” has the meaning set forth in the definition of “Daily

Simple SOFR.”

“ SOFR Rate Day ” has the meaning set forth in the definition of “Daily Simple

SOFR.”

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“ Software ” means any and all computer programs, including any and all software

implementations of algorithms, models and methodologies, whether in source code or object

code;  databases and compilations, including any and all data and collections of data, whether

machine readable or otherwise; descriptions, flow-charts and other work product used to design,

plan, organize and develop any of the foregoing, screens, user interfaces, report formats,

firmware, development tools, templates, menus, buttons and icons; and all documentation

including user manuals and other training documentation related to any of the foregoing.

“ Solvency Certificate ” means the solvency certificate executed and delivered by a

Financial Officer of the Borrower on the Closing Date, substantially in the form of Exhibit C .

“ Solvent ” means, with respect to Holdings and its Restricted Subsidiaries, on a

consolidated basis, that as of the date of determination: (i) the present fair saleable value of the

assets of Holdings and its Restricted Subsidiaries, taken as a whole (determined on a going

concern basis), is greater than (A) the total amount of debts and liabilities (including

subordinated, contingent and un-liquidated liabilities) of Holdings and its Restricted

Subsidiaries, taken as a whole, and (B) the amount that will be required to pay the probable

liability, on a consolidated basis, of their debts and other liabilities as such debts and liabilities

become absolute and matured; (ii) Holdings and its Restricted Subsidiaries, taken as a whole, are

able to pay all debts and liabilities (including subordinated, contingent and un-liquidated

liabilities) as such debts and liabilities become absolute and matured and (iii) Holdings and its

Restricted Subsidiaries, taken as a whole, do not have unreasonably small capital with which to

conduct the business in which they are engaged as such business is then conducted and is

proposed to be conducted following such date of determination.  For the purposes hereof, in

computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall

be computed as the amount that, in light of all of the facts and circumstances existing at such

time, represents the amount that can reasonably be expected to become an actual or matured

liability.

“ Specified Incremental Term Facility ” means Incremental Term Loans and/or

Additional Debt up to the aggregate principal amount not to exceed the greater of (A)

$115,000,000 and (B) 50.0% of LTM EBITDA calculated on a Pro Forma Basis as of the

Applicable Date of Determination and specified by Borrower in its sole discretion from time to

time.

“ Specified Recapitalization Agreement Representations ” means the

representations made by or on behalf of Borrower, its Subsidiaries or their respective businesses

in the Recapitalization Agreement as are material to the interests of the Lenders, but only to the

extent that the Purchaser or its applicable Affiliates have the right (taking into account any

applicable cure provisions) to terminate its (or their) obligations under the Recapitalization

Agreement or decline to consummate the Closing Date Recapitalization as a result of a breach of

any such representations in the Recapitalization Agreement.

“ Specified Representations ” means the representations and warranties made by

the Borrower and the other Loan Parties, as applicable, set forth in Sections 3.01(a) and (c)(ii)

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(solely with respect to the Borrower and the Guarantors and subject to the proviso in Section

4.01( a), as they relate to due authorization, execution, delivery and performance of the Loan

Documents), Section 3.02 (in each case relating to the entering into and performance of the Loan

Documents), Section 3.03(b) , Section 3.08 , Section 3.14 , Section 3.15 , Section 3.16 , Section

3.18 (subject to the proviso in Section 4.01(a) and without giving effect to any representation

regarding priority of such security interest), Section 3.19(a)(i) (solely as it relates to use of

proceeds of the Loans and Letters of Credit in violation of sanctions administered or enforced by

the U.S. Department of the Treasury’s Office of Foreign Assets Control), Section 3.19(b) (solely

as it relates to use of proceeds of the Loans and Letters of Credit or in violation of FCPA) and

Section 3.19(c) (solely as it relates to use of proceeds of the Loans and Letters of Credit in

violation of the Patriot Act).

“ Specified Transaction ” means any (a) disposition of all or substantially all the

assets of or all or a majority of the Equity Interests of any Restricted Subsidiary or of any

product line, business unit, line of business or division of the Borrower or any of the Restricted

Subsidiaries of the Borrower for which historical financial statements are available, (b) Permitted

Acquisition, (c) Investment that results in a Person becoming a Restricted Subsidiary (which, for

purposes hereof, shall be deemed to also include (1) the merger, consolidation, liquidation or

similar amalgamation of any Person into the Borrower or any Restricted Subsidiary, so long as

the applicable Borrower or such Restricted Subsidiary is the surviving Person, and (2) the

transfer of all or substantially all of the assets of a Person to the Borrower or any Restricted

Subsidiary), (d) designation of any Restricted Subsidiary as an Unrestricted Subsidiary, or of any

Unrestricted Subsidiary as a Restricted Subsidiary, (e) the proposed incurrence of Indebtedness

or making of a Restricted Payment or payment in respect of Indebtedness in respect of which

compliance with any financial ratio is by the terms of this Agreement required to be calculated

on a Pro Forma Basis or (f) any operating improvements, restructurings, cost saving or other

business optimization initiatives and other similar initiatives and transactions.

“ Spectrum ” means Spectrum Equity Management, L.P. and its Controlled

Investment Affiliates and associated funds.

“ Sponsor ” means each individually or collectively: (i) Francisco Partners, (ii)

Spectrum and (iii) the New Sponsor.

“ SPV ” has the meaning assigned to such term in Section 9.04 .

“ Standard Securitization Undertakings ” means representations, warranties,

covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower

which the Borrower has determined in good faith to be customary in a Securitization Facility,

including those relating to the servicing of the assets of a Securitization Subsidiary, it being

understood that any Securitization Repurchase Obligation shall be deemed to be a Standard

Securitization Undertaking or, in the case of a Receivables Facility, a non-credit related recourse

accounts receivables factoring arrangement.

“ Sterling ” means the lawful currency of the United Kingdom.

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“ Subject Indebtedness ” has the meaning assigned to such term in the definition of

“Maturity Limitation Excluded Amount”.

“ Subject Loans ” has the meaning assigned to such term in Section 2.11(i) .

“ Subject Transactions ” has the meaning assigned to such term in clause 1(g) of

the definition of “Consolidated EBITDA”.

“ Subordinated Indebtedness ” means Indebtedness incurred by a Loan Party that is

contractually subordinated in right of payment to the prior payment of all Obligations of such

Loan Party under the Loan Documents.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any

corporation, company, limited liability company, partnership, association or other entity of which

securities or other ownership interests representing more than 50% of the ordinary voting power

for the election of the members of the governing body or, in the case of a partnership, more than

50% of the general partnership interests are, as of such date, owned or controlled by the parent

and/or one or more subsidiaries of the parent.

“ Subsidiary ” means any existing and future direct or indirect subsidiary of

Holdings; provided that any reference to a Subsidiary of Holdings or the Borrower shall refer

solely to the subsidiaries of Holdings or the Borrower, as applicable.

“ Successor Alternative Benchmark Rate ” has the meaning set forth in the

definition of “Term SOFR.”

“ Successor Holdings ” has the meaning assigned to such term in Section

6.14(d)(i) .

“ Supported QFC ” has the meaning assigned to such term in Section 9.20(a) .

“ Swap Agreement ” means (a) any and all rate swap transactions, basis swaps,

credit derivative transactions, forward rate transactions, commodity swaps, commodity options,

forward contracts, future 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, repurchase agreements, reverse repurchase

agreements, sell buy back and buy sell back agreements, and securities lending and borrowing

agreements or any other similar transactions or any combination of any of the foregoing

(including any options to enter into any of the foregoing), whether or not any such transaction is

governed by or subject to any master agreement and (b) any and all transactions of any kind, and

the related confirmations, which are subject to the terms and conditions of, or governed by, any

form of master agreement published by the International Swaps and Derivatives Association,

Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any

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such master agreement, together with any related schedules, a “ Master Agreement ”), including

any such obligations or liabilities under any Master Agreement.

“ Swap Obligation ” means, with respect to any Person, any obligation to pay or

perform under any agreement, contract or transaction that constitutes a “swap” within the

meaning of Section 1a(47) of the Commodity Exchange Act.

“ Swap Termination Value ” means, in respect of any one or more Secured Swap

Agreements, after taking into account the effect of any legally enforceable netting agreement

relating to such Secured Swap Agreements, (a) for any date on or after the date such Secured

Swap Agreements have been closed out and termination value(s) determined in accordance

therewith, such termination value(s), and (b) for any date prior to the date referenced in clause

(a) , the amount(s) determined as the mark to market value(s) for such Secured Swap

Agreements, as determined by the Lender Counterparty and the Borrower in accordance with the

terms thereof and in accordance with customary methods for calculating mark-to-market values

under similar arrangements by the Lender Counterparty and the Borrower.

“ Swingline Exposure ” means, at any time, the aggregate principal amount of all

Swingline Loans outstanding at such time.  The Swingline Exposure of any Lender at any time

shall be its Applicable Percentage of the total Swingline Exposure at such time.

“ Swingline Lender ” means Barclays, in its capacity as lender of Swingline Loans

hereunder.

“ Swingline Loan ” means a Loan made pursuant to Section 2.04(a) .

“ Synthetic Lease ” means, as to any Person, any lease (including leases that may

be terminated by the lessee at any time) of any property (whether real, personal or mixed) that is

designed to permit the lessee (a) to treat such lease as an operating lease, or not to reflect the

leased property on the lessee’s balance sheet, under GAAP and (b) to claim depreciation on such

property for U.S. federal income tax purposes, other than any such lease under which such

Person is the lessor.

“ Synthetic Lease Obligations ” of any Person means the obligations of such Person

to pay rent or other amounts under any Synthetic Lease, and the amount of such obligations shall

be equal to the sum (without duplication) of (a) the capitalized amount thereof that would appear

on a balance sheet of such Person in accordance with GAAP if such obligations were accounted

for as Capital Lease Obligations and (b) the amount payable by such Person as the purchase price

for the property subject to such lease assuming the lessee exercises the option to purchase such

property at the end of the term of such lease.

“ Target Person ” has the meaning assigned to such term in Section 6.04 .

“ Taxes ” means any and all present or future local, domestic or foreign taxes,

levies, imposts, duties, deductions, assessments, fees, other charges or withholdings imposed by

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any Governmental Authority, including any interest, additions to tax or penalties applicable

thereto.

“ Term Commitment ” means, with respect to each Term Lender, the 2024 Term

Commitment or any other commitment of such Term Lender to make a Term Loan hereunder,

expressed as an amount representing the maximum principal amount of the Term Loans to be

made by such Xxxx Xxxxxx xxxxxxxxx, as such commitment may be (a) reduced from time to

time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to

assignments by or to such Term Lender pursuant to Section 9.04 .

“ Termination Date ” means the date upon which (i) all of the Obligations (other

than (A) as set forth in clause (ii) and (B) contingent indemnification obligations not yet due and

payable) have been paid in full, (ii) all Letters of Credit have been cancelled, Cash Collateralized

or otherwise backstopped on terms reasonably satisfactory to the applicable Issuing Bank

(including by “ grandfathering ” on terms reasonably acceptable to the applicable Issuing Bank of

the applicable Letters of Credit into a future credit facility) and (iii) all Commitments have

expired or been terminated.

“ Term Lender ” means a Lender with an outstanding Term Commitment or an

outstanding Term Loan.

“ Term Loan Exchange Effective Date ” has the meaning assigned to such term in

Section 2.25(a) .

“ Term Loan Exchange Notes ” has the meaning assigned to such term in Section

2.25(a) .

“ Term Loan Maturity Date ” means, with respect to (a) the 2024 Term Loans, the

fifth anniversary of the Sixth Amendment Effective Date (or if such anniversary is not a Business

Day, the next preceding Business Day) and (b) any Incremental Term Loan, Other Term Loan or

Extended Term Loan, as provided in the respective documentation therefor, but, as to any

specific Term Loan, as the maturity of such Term Loan shall have been extended by the holder

thereof in accordance with the terms hereof.

“ Term Loans ” means the 2024 Term Loans made hereunder on the Sixth

Amendment Effective Date pursuant to Section 2.01(a) and, if and as applicable after the Closing

Date, any other 2024 Term Loans, Extended Term Loans, Incremental Term Loans, Other Term

Loans or Refinanced Term Loans, as the context may require.

“ Term Note ” means a promissory note of the Borrower payable to any Lender or

its registered assigns, in substantially the form of Exhibit F-1 hereto, evidencing the aggregate

Indebtedness of the Borrower to such Lender resulting from the Term Loans made by such

Lender.

“ Term SOFR ” means,

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(a) for any calculation with respect to a Term SOFR Loan the Term SOFR

Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the

“Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business

Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR

Administrator; provided , however , that if as of 5:00 p.m. (New York City time) on any Periodic

Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not

been published by the Term SOFR Administrator, then, at the option of the Borrower

communicated to the Administrative Agent in writing on such Periodic Term SOFR

Determination Day, (i) Term SOFR will be the Term SOFR Reference Rate for such tenor as

published by the Term SOFR Administrator on the first preceding U.S. Government Securities

Business Day for which such Term SOFR Reference Rate for such tenor was published by the

Term SOFR Administrator so long as such first preceding U.S. Government Securities Business

Day is not more than five (5) U.S. Government Securities Business Days prior to such Periodic

Term SOFR Determination Day or (ii) Term SOFR shall be deemed to equal Daily Simple SOFR

for each day the applicable Loan remains outstanding and, in each case, to the extent determined

in accordance with this proviso, adequate and reasonable means shall be deemed to exist for

ascertaining the Term SOFR for such Interest Period, and

(b) for any calculation with respect to an ABR Loan on any day, the Term

SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR

Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such

day, as such rate is published by the Term SOFR Administrator; provided , however , that if as of

5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term

SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR

Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as

published by the Term SOFR Administrator on the first preceding U.S. Government Securities

Business Day for which such Term SOFR Reference Rate for such tenor was published by the

Term SOFR Administrator so long as such first preceding U.S. Government Securities Business

Day is not more than five (5) U.S. Government Securities Business Days prior to such Base Rate

Term SOFR Determination Day;

provided that, if (i) the Borrower and the Administrative Agent reasonably determine in good

faith that an interest rate is not ascertainable pursuant to the foregoing provisions of this

definition and the inability to ascertain such rate is unlikely to be temporary, (ii) the Relevant

Governmental Body has made a public statement identifying a specific date after which all tenors

of Term SOFR (including any forward-looking term rate thereof) shall or will no longer be

representative or made available, or used for determining the interest rate of loans denominated

in Dollars, or shall or will otherwise cease, provided that, in each case of clauses (i) and (ii), at

the time of such statement, there is no successor administrator that is reasonably satisfactory to

the Administrative Agent that will continue to provide such representative tenor(s) of Term

SOFR or (iii) if at any time Term SOFR is determined pursuant to clause (ii) of the proviso to

clause (a) above, the Borrower and the Administrative Agent determine that syndicated loans in

the United States are being incurred or converted to a term rate (whether or not based on SOFR)

(any such even or circumstance in the foregoing clauses (i) - (iii) of this proviso, a “ Replacement

Event ”), “Term SOFR” shall be an alternate rate of interest established by the Administrative

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Agent and the Borrower that is generally accepted as one of the then prevailing market

conventions for determining a rate of interest for similar syndicated loans in the United States at

such time, which shall include (A) the spread or method for determining a spread or other

adjustment or modification that is generally accepted as the then prevailing market convention

for determining such spread, method, adjustment or modification and (B) other adjustments to

such alternate rate and this Agreement (x) to not increase or decrease pricing in effect at the time

of selection of such alternate rate (but for the avoidance of doubt which would not reduce the

Applicable Margin) and (y) other changes necessary to reflect the available interest periods for

such alternate rate for similar syndicated leveraged loans of this type in the United States at such

time (any such rate, the “ Successor Alternative Benchmark Rate ”).  The Administrative Agent

and the Borrower shall be entitled to enter into an amendment to this Agreement to reflect such

alternate rate of interest and such other related changes to this Agreement as may be applicable

(and amend this Agreement from time to time to update any such terms to reflect evolving

market conventions) and, notwithstanding anything to the contrary in Section 9.02 ( Waivers ,

Amendments ), such amendment shall, in each case, become effective without any further action

or consent of any other party to this Agreement; provided , further , that if a Successor Alternative

Benchmark Rate has not been established pursuant to the immediately preceding proviso after

the Borrower and the Administrative Agent have reached such a determination, the Borrower and

the Required Lenders may select a different alternate rate as long as it is reasonably practicable

for the Administrative Agent to administer such different rate and, upon not less than fifteen (15)

Business Days’ prior written notice to the Administrative Agent, the Required Lenders and the

Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of

interest and such other related changes to this Agreement as may be applicable and,

notwithstanding anything to the contrary in Section 9.02 ( Waivers, Amendments ), such

amendment shall become effective without any further action or consent of any other party to

this Agreement.  For the avoidance of doubt, if a Replacement Event occurs, the Applicable

Margin for any Loan shall be determined in accordance with the proviso to clause (a) or (b) of

this definition, as applicable, until the date a Successor Alternative Benchmark Rate or other

alternate term rate determined pursuant to the proviso above has been established in accordance

with the requirements of this definition.

“ Term SOFR Administrator ” means CME Group Benchmark Administration

Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate as mutually

agreed by the Administrative Agent and the Borrower).

“ Term SOFR Borrowing ” means a Loan that bears interest at a rate based on

Adjusted Term SOFR, except any Borrowing bearing interest at Adjusted Term SOFR pursuant

to clause (iii) of the definition of “Alternate Base Rate”.

“ Term SOFR Loan ” means any Loan (or any one or more portions thereof) that

bears interest based on Adjusted Term SOFR, except any Loan bearing interest at Adjusted Term

SOFR pursuant to clause (iii) of the definition of “Alternate Base Rate”.

“ Term SOFR Reference Rate ” means the forward-looking term rate based on

SOFR.

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“ Test Period ” means, at any date of determination, the most recently completed

four consecutive fiscal quarters of the Borrower ending on or prior to such date for which

financial statements have been or are required to be furnished to the Administrative Agent

pursuant to Section 5.01(a) or 5.01(b) , as applicable, or, at the option of the Borrower, in the case

of any transaction the permissibility of which requires a calculation on a Pro Forma Basis, the

last day of the most recently ended fiscal quarter prior to the date of such determination for

which internal financial statements are available.

“ Third Amendment ” means that certain Third Amendment to First Lien Credit

Agreement, dated as of June 29, 2023, by and among the Borrower, the Administrative Agent

and the Revolving Lenders party thereto.

“ Title Company ” means one or more title insurance companies reasonably

satisfactory to the Administrative Agent.

“ Total Indebtedness ” means, as of any date, the aggregate outstanding principal

amount of Indebtedness for borrowed money, Indebtedness evidenced by bonds, debentures,

notes, loan agreement or similar instruments of the Borrower and the Restricted Subsidiaries, on

a consolidated basis, and letters of credit, bankers’ acceptances and similar facilities that have

been drawn but not yet reimbursed for more than three (3) Business Days.  Total Indebtedness

shall exclude, for the avoidance of doubt, Capital Lease Obligations, purchase money

Indebtedness, Indebtedness in respect of any undrawn letters of credit or banker’s acceptances,

Receivables Facility or Qualified Securitization Financing (except to the extent that any such

Receivables Facility or Qualified Securitization Financing constitutes Indebtedness for borrowed

money, as determined in accordance with GAAP, of the Borrower and the Restricted

Subsidiaries), Swap Agreements or Cash Management Services.

“ Total Net Leverage Ratio ” means, on any date of determination, the ratio of (a)

Total Indebtedness, less the aggregate amount of Unrestricted Cash, to (b) LTM EBITDA.

“ Transaction Costs ” means all premiums, fees, costs and expenses incurred or

payable by or on behalf of Holdings or any Restricted Subsidiary in connection with the

Transactions (including any bonuses and any loan forgiveness and associated tax gross up

payments and fees, costs and transition services) or in connection with the negotiation,

execution, delivery and performance of the Loan Documents and the transactions contemplated

thereby, including to fund any original issue discount, upfront fees or legal fees and to grant and

perfect any security interests.

“ Transactions ” means (a) the borrowing of the Loans hereunder on the Closing

Date, (b) the borrowing of the Second Lien Loans under the Second Lien Loan Documents on

the Closing Date, (c) the Closing Date Recapitalization, (d) the Closing Date Distribution, (e) the

Closing Date Refinancing and (f) the payment of Transaction Costs.

“ Transformative Acquisition ” means any Acquisition by any Holding Company

or any Restricted Subsidiary that (a) is not permitted by the terms of the Loan Documents

immediately prior to the consummation of such Acquisition, (b) if permitted by the terms of the

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Loan Documents immediately prior to the consummation of such Acquisition, would not provide

the Borrower and the Restricted Subsidiaries with adequate flexibility under the Loan

Documents for the continuation and/or expansion of their combined operations following such

consummation, as determined by the Borrower acting in good faith or (c) is for consideration the

aggregate value of which exceeds $229,000,000.

“ Transformative Disposition ” means any disposition by any Holding Company or

any Restricted Subsidiary that (a) is not permitted by the terms of the Loan Documents

immediately prior to the consummation of such Acquisition or (b) if permitted by the terms of

the Loan Documents immediately prior to the consummation of such disposition, would not

provide the Borrower and the Restricted Subsidiaries with adequate flexibility under the Loan

Documents for the continuation and/or expansion of its operations following such

consummation, as determined by the Borrower acting in good faith.

“ Type ,” when used in reference to any Loan or Borrowing, refers to whether the

rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by

reference to Adjusted Term SOFR or the Alternate Base Rate.

“ UCC ” means the Uniform Commercial Code as in effect from time to time in the

State of New York; provided , however , that in the event that, by reason of mandatory provisions

of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is

governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than

the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted

and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to

such perfection, priority or remedies.

“ UK Financial Institution ” means any BRRD Undertaking (as such term is

defined under the PRA Rulebook (as amended from time to time) promulgated by the United

Kingdom Prudential Regulation Authority) or any person 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 ” means the Bank of England or any other public

administrative authority having responsibility for the resolution of any UK Financial Institution.

“ Undisclosed Administration ” means in relation to a Lender or its parent company

the appointment of an administrator, provisional liquidator, conservator, receiver, trustee,

custodian or other similar official by a supervisory authority or regulator under or based on the

law in the country where such Lender or such parent company, as the case may be, is subject to

home jurisdiction supervision if applicable law requires that such appointment is not to be

publicly disclosed.

“ Unfunded Pension Liability ” means, with respect to any Plan at any time, the

amount of any of its unfunded benefit liabilities as defined in Section 4001(a)(18) of ERISA.

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“ United States ” and “ U.S. ” each mean the United States of America.

“ Unrestricted Amount ” has the meaning assigned to such term in the definition of

“Maximum Additional Debt Amount”.

“ Unrestricted Cash ” means, as of any date, the sum of (i) unrestricted cash and

Cash Equivalents of Borrower and its Restricted Subsidiaries as of such date plus (ii) cash and

Cash Equivalents of Borrower and its Restricted Subsidiaries as of such date restricted in favor

of the Credit Facilities (which may also include cash and Cash Equivalents of the Borrower and

its Restricted Subsidiaries securing other Indebtedness secured by a permitted Lien on the

Collateral that is pari passu with or junior to the Liens on the Collateral securing the Credit

Facilities), in each case, to be determined in accordance with GAAP.

“ Unrestricted Subsidiary ” means (a) a Subsidiary of Holdings designated as an

“ Unrestricted Subsidiary ” on Schedule 1.04 and any Subsidiary designated as an “ Unrestricted

Subsidiary ” from time to time pursuant to Section 5.12 and (b) any Subsidiary of an Unrestricted

Subsidiary.

“ U.S. Government Securities Business Day ” means 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.

“ U.S. Person ” means a “United States person” within the meaning of Section

7701(a)(30) of the Code.

“ U.S. Prime Rate ” means the rate of interest published by The Wall Street Journal

(eastern edition), from time to time, as the “U.S. Prime Rate”.

“ U.S. Special Resolution Regimes ” has the meaning assigned to such term in

Section 9.20(a).

“ U.S. Tax Certificate ” has the meaning assigned to such term in Section

2.17(e)(ii)(D) .

“ Weighted Average Life to Maturity ” means, when applied to any amortizing

Indebtedness at any date, the number of years obtained by dividing:  (a) the sum of the products

obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial

maturity or other required payments of principal, including payment at final maturity, in respect

thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse

between such date and the making of such payment; by (b) the then outstanding principal amount

of such Indebtedness.

“ wholly owned Subsidiary ” or “ wholly owned subsidiary ” means, with respect to

any Person at any date, a subsidiary of such Person of which securities or other ownership

interests representing 100% of the Equity Interests (other than (x) directors’ qualifying shares

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and (y) shares issued to foreign nationals to the extent required by applicable law) are, as of such

date, owned, controlled or held by such Person or one or more wholly owned subsidiaries of such

Person or by such Person and one or more wholly owned subsidiaries of such Person.  For the

avoidance of doubt, “ wholly owned Restricted Subsidiary ” means a wholly owned Subsidiary

that is a Restricted Subsidiary.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a

complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I

of Subtitle E of Title IV of ERISA.

“ Write-Down and Conversion Powers ” means, (a) with respect to any EEA

Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority

from time to time under the Bail-In Legislation for the applicable EEA Member Country, which

write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b)

with respect to the United Kingdom, any powers of the applicable Resolution Authority under

the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK

Financial Institution or any contract or instrument under which that liability arises, to convert all

or part of that liability into shares, securities or obligations of that person or any other person, to

provide that any such contract or instrument is to have effect as if a right had been exercised

under it or to suspend any obligation in respect of that liability or any of the powers under that

Bail-In Legislation that are related to or ancillary to any of those powers.

“ Yield ” means, with respect to any Loan, Revolving Commitment, or Repricing

Transaction, as the case may be, on any date of determination as calculated by the Administrative

Agent, (a) any interest rate margin (giving effect to any amendments to the Applicable Margin

on the 2024 Term Loans that becomes effective subsequent to the Sixth Amendment Effective

Date but prior to the applicable date of determination), (b) increases in interest rate floors (but

only to the extent that an increase in the interest rate floor with respect to 2024 Term Loans or

the implementation of an interest floor with respect to Initial Revolving Loans, as the case may

be, would cause an increase in the interest rate then in effect at the time of determination

hereunder, and, in such case, then the interest rate floor (but not the interest rate margin solely

for determinations under this clause (b) ) applicable to such 2024 Term Loans and Initial

Revolving Loans, as the case may be, shall be increased to the extent of such differential

between interest rate floors), (c) original issue discount and (d) upfront fees paid generally to all

Persons providing such Loan or Commitment (with original issue discount and upfront fees

being equated to interest based on the shorter of (x) the Weighted Average Life to Maturity of

such Loans and (y) four years), but excluding, for the avoidance of doubt, any arrangement,

commitment, structuring, underwriting, ticking, amendment or similar fee paid or payable to the

Joint Lead Arrangers (or their Affiliates) in their capacities as such in connection with the 2024

Term Loans or to one or more arrangers (or their Affiliates) in their capacities as such to any

Incremental Credit Facility.

Section 1.02 Classification of Loans and Borrowings .  For purposes of this

Agreement, Loans may be classified and referred to by Class ( e.g. , a “Revolving Loan”) or by

Type ( e.g. , a “Term SOFR Loan”) or by Class and Type ( e.g. , a “Term SOFR Revolving Loan”).

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Borrowings also may be classified and referred to by Class ( e.g. , a “Revolving Loan

Borrowing”) or by Type ( e.g. , a “Term SOFR Borrowing”) or by Class and Type ( e.g. , a “Term

SOFR Revolving Loan Borrowing”).

Section 1.03 Terms Generally .  The definitions of terms herein shall apply

equally to the singular and plural forms of the terms defined.  Whenever the context may require,

any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words

“include,” “includes” and “including” shall be deemed to be followed by the phrase “without

limitation.”  The word “will” shall be construed to have the same meaning and effect as the word

“shall.”  Unless the context requires otherwise, (a) any definition of or reference to any

agreement, instrument or other document herein shall be construed as referring to such

agreement, instrument or other document as from time to time amended, amended and restated,

supplemented or otherwise modified (including pursuant to any permitted refinancing, extension,

renewal, replacement, restructuring or increase (in each case, whether pursuant to one or more

agreements or with different lenders or different agents), but subject to any restrictions on such

amendments, supplements or modifications set forth herein), (b) any reference herein to any

Person shall be construed to include such Person’s successors and permitted assigns and, in the

case of any Governmental Authority, any other Governmental Authority that shall have

succeeded to any or all of the functions thereof, (c) the words “herein,” “hereof” and

“hereunder,” and words of similar import, shall be construed to refer to this Agreement in its

entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections,

Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and

Schedules to, this Agreement, (e) 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, (f) any reference to any Requirement of

Law shall, unless otherwise specified, refer to such Requirement of Law as amended, modified

or supplemented from time to time and shall include all statutory and regulatory provisions

consolidating, amending, replacing, supplementing or interpreting such Requirement of Law, (g)

the phrase “for the term of this Agreement” and any similar phrases shall mean the period

beginning on the Closing Date and ending on the Latest Maturity Date, the term “manifest error”

shall be deemed to include any clearly demonstrable error whether or not obvious on the face of

the document containing such error and (h) all references to “knowledge” or “awareness” of any

Loan Party or a Restricted Subsidiary thereof means the actual knowledge of a Responsible

Officer of a Loan Party or such Restricted Subsidiary.  Unless otherwise specified, all references

herein to times of day shall be references to New York City time (daylight or standard, as

applicable).

Section 1.04 Accounting Terms; GAAP .  Except as otherwise expressly

provided herein, all terms of an accounting or financial nature shall be construed in accordance

with GAAP, as in effect from time to time.  In the event that any Accounting Change (as defined

below) shall occur and such change results in a change in the method of calculation of financial

covenants, standards or terms in this Agreement, then Holdings, the Borrower and the

Administrative Agent shall enter into good faith negotiations in order to amend such provisions

of this Agreement so as to equitably reflect such Accounting Change with the desired result that

the criteria for evaluating the Borrower’s and its Subsidiaries’ consolidated financial condition

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shall be the same after such Accounting Change as if such Accounting Change had not been

made.  Until such time as such an amendment shall have been executed and delivered by

Holdings, the Borrower, the Administrative Agent and the Required Lenders, all financial ratios,

covenants, standards and terms in this Agreement shall continue to be calculated or construed as

if such Accounting Change had not occurred.  “ Accounting Change ” refers to any change in

accounting principles required by the promulgation of any rule, regulation, pronouncement or

opinion by the Financial Accounting Standards Board of the American Institute of Certified

Public Accountants or, if applicable, the SEC.

Notwithstanding anything in this Agreement to the contrary, any change in GAAP or the

application or interpretation thereof that would require operating leases to be treated similarly as

a capital lease shall not be given effect in the definitions of Indebtedness or Liens or any related

definitions or in the computation of any financial ratio or requirement.

Section 1.05 Pro Forma Calculations; Unrestricted Cash

(a) With respect to any period during which the Transactions or any Specified

Transaction occurs, the calculation of the Total Net Leverage Ratio, Senior Secured Net

Leverage Ratio, First Lien Net Leverage Ratio, Interest Coverage Ratio, Consolidated EBITDA

and Consolidated Total Assets or for any other purpose hereunder (other than with respect to

clause (b) of the definition of “Available Amount”), with respect to such period shall be made on

a Pro Forma Basis.

(b) For purposes of calculating the Total Net Leverage Ratio, Senior Secured

Net Leverage Ratio and First Lien Net Leverage Ratio, the proceeds of any Indebtedness

permitted by testing any such ratios hereunder shall not be included on the date incurred (or on

the date such ratio is tested with respect to such incurrence) as Unrestricted Cash.

(c) 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 pro forma

compliance with Section 6.11 hereof, any First Lien Net Leverage Ratio test, Senior Secured Net

Leverage Ratio test, Total Net Leverage Ratio test or Interest Coverage Ratio test) (any such

amounts, including any amount being drawn under the “Revolving Facility” or any other

revolving facility permitted hereunder and any cap expressed as a percentage of Consolidated

Total Assets, Consolidated Net Income or Consolidated EBITDA, 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.

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Section 1.06 Currency Translation .

(a) For purposes of determining compliance as of any date after the Sixth

Amendment Effective Date with Section 5.12 , Section 6.01 , Section 6.02 , Section 6.03 , Section

6.04 , Section 6.05 , Section 6.06 or Section 6.07 , or, or for any other specified purpose hereunder,

amounts incurred (or first committed, in the case of revolving credit debt), distributed, paid,

invested or outstanding in currencies other than Dollars shall be translated into Dollars at the

exchange rates in effect on such date, as such exchange rates shall be determined in good faith by

the Borrower by reference to customary indices.

(b) For purposes of determining compliance with Section 6.01 and

Section 6.02 , if Indebtedness is incurred or a Lien is granted to extend, replace, refund, refinance,

renew or defease other Indebtedness (secured or otherwise) denominated in a foreign currency,

and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the

applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect

on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such

restriction, to the extent such extension, replacement, refund, refinancing, renewal or defeasance

is in the same foreign currency, shall be deemed not to have been exceeded so long as the

principal amount of such refinancing Indebtedness does not exceed the principal amount of such

Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the

amount of any premium paid, and fees and expenses incurred, in connection with such extension,

replacement, refunding refinancing, renewal or defeasance (including any fees and original issue

discount incurred in respect of such resulting Indebtedness).

(c) For purposes of determining compliance with Section 5.12 , Section 6.01 ,

Section 6.02 , Section 6.03 , Section 6.04 , Section 6.05 , Section 6.06 or Section 6.07 , with respect

to any amounts incurred, paid, distributed or invested 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 currency exchange occurring after the time a Holding Company or one of its Restricted

Subsidiaries is contractually obligated with respect to such incurrence, payment, distribution or

investment (so long as, in the case of a contractual obligation, at the time of entering into the

contract with respect to such incurrence, payment, distribution or investment, it was permitted

hereunder) and once contractually obligated to be incurred, paid, distributed or invested, such

amount shall be always deemed to be at the Dollar amount on such date, regardless of later

changes in currency exchange rates.

(d) For purposes of determining compliance with the First Lien Net Leverage

Ratio, Senior Secured Net Leverage Ratio, Total Net Leverage Ratio or Interest Coverage Ratio

on any date of determination, amounts denominated in a currency other than Dollars will be

translated into Dollars (i) with respect to income statement items, at the currency exchange rates

used in calculating Consolidated Net Income in the latest financial statements delivered pursuant

to Section 5.01(a) or (b) and (ii) with respect to balance sheet items, at the currency exchange

rates used in calculating balance sheet items in the latest financial statements delivered pursuant

to Section 5.01(a) or (b) and will, in the case of Indebtedness, reflect the currency translation

effects, determined in accordance with GAAP, of Swap Agreements permitted hereunder for

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currency exchange risks with respect to the applicable currency in effect on the date of

determination of the Dollar Equivalent of such Indebtedness.

Section 1.07 Rounding .  Any financial ratios required to be maintained pursuant

to this Agreement (or required to be satisfied in order for a specific action to be permitted under

this Agreement) shall be calculated by dividing the appropriate component by the other

component, carrying the result to one place more than the number of places by which such ratio

is expressed herein and rounding the result up or down to the nearest number (with a rounding-

up for five).  For example, if the relevant ratio is to be calculated to the hundredth decimal place

and the calculation of the ratio is 5.125, the ratio will be rounded up to 5.13.

Section 1.08 Timing of Payment or Performance .  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.

Section 1.09 Letter of Credit Amounts .  Unless otherwise specified herein, the

amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter

of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that,

by its terms or the terms of any Letter of Credit Application related thereto, provides for one or

more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall

be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all

such increases, whether or not such maximum stated amount is in effect at such time.  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 any reason of the operation of Rule 3.14

of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining

available to be drawn.

Section 1.10 Certifications .  All certifications to be made hereunder by an

officer or representative of a Loan Party shall be made by such a Person in his or her capacity

solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in

such Person’s individual capacity.

Section 1.11 Compliance with Article VI .  In the event that any transaction

permitted pursuant to Article VI (whether at the time of incurrence or upon application of all or a

portion of the proceeds thereof) meets the criteria of one or more than one of the categories of

transactions then permitted pursuant to any clause of such Sections in Article VI (within the

same negative covenant), the Borrower, in its sole discretion, may classify or (solely in the case

of Section 6.01 (other than any amounts incurred pursuant to clauses (a) or (r) thereof),

Section 6.02 (other than any amounts incurred pursuant to clauses (a) or (kk) thereof), Section

6.04 and Section 6.06 ), reclassify (or later divide, classify or reclassify) such transaction and

shall only be required to include the amount and type of such transaction in one of such clauses.

Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of

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original issue discount and the payment of interest, premium, fees or expenses, in the form of

additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of

Section 6.01 .

Section 1.12 Limited Condition Acquisition .  Solely for the purpose of

(i) measuring the relevant ratios and baskets (including, for the avoidance of doubt, any basket

measured as a percentage of LTM EBITDA or Consolidated Total Assets and, for the avoidance

of doubt including with respect to the incurrence of any Indebtedness (including any Incremental

Loans), Liens, the making of any Acquisitions or other Investments, Restricted Payments,

prepayments of Indebtedness or asset sales, in each case, in connection with a Limited Condition

Acquisition) or (ii) determining compliance with the representations and warranties or the

occurrence of any Default or Event of Default, in each case, in connection with a Limited

Condition Acquisition, if the Borrower makes an LCA Election, the Applicable Date of

Determination in determining whether any such Limited Condition Acquisition is permitted shall

be deemed to be the LCA Test Date, and if, after giving effect to the Limited Condition

Acquisition and the other transactions to be entered into in connection therewith as if they had

occurred as of the Applicable Date of Determination, ending prior to the LCA Test Date on a Pro

Forma Basis, the Borrower could have taken such action on the relevant LCA Test Date in

compliance with any such ratio or basket (other than for the purposes of calculating actual

compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section

6.11 ), such ratio or basket shall be deemed to have been complied with.  If the Borrower has

made an LCA Election for any Limited Condition Acquisition, then in connection with any

subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and

prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated

or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated

or expires without consummation of such Limited Condition Acquisition, any such ratio or

basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition

Acquisition and other pro forma events in connection therewith (including any incurrence of

Indebtedness and the use of proceeds thereof) have been consummated until such time as the

applicable Limited Condition Acquisition has actually closed or the definitive agreement with

respect thereto has been terminated.  For the avoidance of doubt, if the Borrower has made an

LCA Election and any of the ratios or baskets for which compliance was determined or tested as

of LCA Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied

as a result of fluctuations in any such ratio or basket (including due to fluctuations in

Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited

Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such

baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations;

however, if any ratios or baskets improve as a result of such fluctuations, such improved ratios or

baskets may be utilized.

Section 1.13 Cashless Rollovers .  Notwithstanding anything to the contrary

contained in this Agreement or in any other Loan Document, to the extent that any Lender

extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans

with an Incremental Credit Facility, Credit Agreement Refinancing Indebtedness or loans

incurred under a new credit facility, in each case, to the extent such extension, replacement,

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renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension,

replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder

or any other Loan Document that such payment be made “in Dollars”, “in immediately available

funds”, “in Cash” or any other similar requirement.

Section 1.14 Division of LLCs .  Any reference herein to a merger, transfer,

consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be

deemed to apply to a division of or by a limited liability company or other person, or an

allocation of assets to a series of a limited liability company or other person (or the unwinding of

such a division or allocation) (a “ Division ”), as if it were a merger, transfer, consolidation,

amalgamation, 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,

Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also

constitute such a Person or entity).

ARTICLE II

The Credits

Section 2.01 Commitments .  Subject to the terms and express conditions set

forth herein, (a) each applicable 2024 Term Lender severally agrees to make a 2024 Term Loan

to the Borrower on the Sixth Amendment Effective Date in Dollars in an aggregate principal

amount equal to its 2024 Term Commitment and (b) each Revolving Lender severally agrees to

make Revolving Loans to the Borrower from time to time during the Revolving Availability

Period in Dollars in an aggregate principal amount such that its Revolving Exposure will not

exceed its Revolving Commitment.  Within the foregoing limits and subject to the terms and

express conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving

Loans (without premium or penalty).  Amounts repaid or prepaid in respect of Term Loans may

not be reborrowed.  The 2024 Term Commitments will terminate in full upon the making of the

Loans referred to in clause (a) above.  The 2024 Term Loans funded on the Sixth Amendment

Effective Date will be funded with original issue discount in an amount equal to 99.0% of the par

principal amount thereof (it being agreed that the Borrower shall be obligated to repay 100% of

the principal amount of the 2024 Term Loans and interest shall accrue on 100% of the principal

amount of the 2024 Term Loans, in each case as provided herein). All Revolving Loans will be

made by all Revolving Lenders (including both 2018 Revolving Lenders and 2024 Revolving

Lenders) in accordance with their respective pro rata shares of the Revolving Commitments until

the 2018 Revolving Commitment Maturity Date; thereafter, all Revolving Loans will be made by

the 2024 Revolving Lenders in accordance with their respective pro rata shares of the 2024

Revolving Commitments until the 2024 Revolving Commitment Maturity Date. For the

avoidance of doubt, on the 2018 Revolving Commitment Maturity Date, all 2018 Revolving

Loans outstanding on such date shall be paid in full and on the 2024 Revolving Commitment

Maturity Date, all 2024 Revolving Loans outstanding on such date shall be paid in full.

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Section 2.02 Loans and Borrowings .

(a) Each Loan shall be made as part of a Borrowing consisting of Loans of the

same Class and Type made to the Borrower by the Lenders ratably in accordance with their

respective Commitments of the applicable Class.  The failure of any Lender to make any Loan

required to be made by it shall not relieve any other Lender of its obligations hereunder;

provided that the Commitments of the Lenders are several and no Lender shall be responsible for

any other Lender’s failure to make Loans as required.

(b) Each Revolving Loan Borrowing shall be comprised entirely of ABR

Loans or Term SOFR Loans as the Borrower may request in accordance herewith.  Each Term

Loan Borrowing shall be comprised entirely of ABR Loans or Term SOFR Loans as the

Borrower may request in accordance herewith.  Each Swingline Loan shall be an ABR Loan and

shall be denominated in Dollars.  Each Lender at its option may make any Term SOFR Loan by

causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided

that any exercise of such option shall not affect the obligation of the Borrower to repay such

Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Term SOFR

Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of

$1,000,000 (or, if not an integral multiple, the entire available amount) and not less than

$2,000,000.  At the time that each ABR Borrowing is made, such Borrowing shall be in an

aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000.

Borrowings of more than one Type and Class may be outstanding at the same time; provided that

there shall not at any time be more than a total of ten (10) Term SOFR Borrowings outstanding.

Each Swingline Loan shall be in an amount that is an integral multiple of $250,000 and not less

than $500,000.  Notwithstanding anything to the contrary herein, the Revolving Loans

comprising any Borrowing may be in an aggregate amount that is equal to the entire unused

balance of the aggregate Revolving Commitments.

(d) Notwithstanding any other provision of this Agreement, the Borrower

shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest

Period requested with respect thereto would end after the applicable Revolving Termination Date

(in the case of such Revolving Loan) or the Term Loan Maturity Date applicable to such

Borrowing (in the case of such Term Loan), as the case may be.

(e) The obligations of the Revolving Lenders hereunder to make Revolving

Loans, to fund participations in Letters of Credit and to make payments pursuant to Section

9.03( c) are several and not joint (it being understood that the foregoing shall in no way be in

derogation of the reallocation of participations in Letters of Credit among the Revolving Lenders

contemplated by Section 2.22(a)(iv) ).

Section 2.03 Requests for Borrowings .  To request a Borrowing, the Borrower

shall notify the Administrative Agent by hand delivery, electronic communication (including

Adobe pdf file) or facsimile of a written Borrowing Request signed by the Borrower by (a) in the

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case of a Term SOFR Borrowing, not later than 11:00 a.m., New York City time, three (3)

Business Days before the date of the proposed Borrowing or (b) in the case of an ABR

Borrowing or a Borrowing of a Daily SOFR Loan, not later than 11:00 a.m., New York City

time, one (1) Business Day before the date of the proposed Borrowing; provided , that any notice

of a Borrowing to be made on the Sixth Amendment Effective Date may be given not later than

11:00 a.m. New York City time (or such later time as the Administrative Agent may reasonably

agree), one (1) Business Day prior to the date of the proposed Borrowing, which notice may be

subject to the effectiveness of the Sixth Amendment.  Each written Borrowing Request permitted

by the immediately preceding sentence shall specify the following information:

(i) the Class of such Borrowing;

(ii) the aggregate amount of such Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) whether such Borrowing is to be an ABR Borrowing or a Term SOFR

Borrowing;

(v) in the case of a Term SOFR Borrowing, the initial Interest Period to be

applicable thereto, which shall be a period contemplated by the definition of the term

“Interest Period;”

(vi) the location and number of the applicable Borrower’s account to which

funds are to be disbursed, which shall comply with the requirements of Section 2.06 ; and

(vii) in the case of a Borrowing Request made in respect of a Revolving Loan

Borrowing (other than a Revolving Loan Borrowing made on the Closing Date), that as

of such date the express conditions in Section 4.02(a) and (b) are satisfied (or waived).

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an

ABR Borrowing.  If no Interest Period is specified with respect to any requested Term SOFR

Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one (1)

month’s duration.  Promptly following receipt of a Borrowing Request in accordance with this

Section, the Administrative Agent shall advise each Lender of the details thereof and of the

amount of such Xxxxxx’s Loan to be made as part of the requested Borrowing.

Section 2.04 Swingline Loans .  (a) Subject to the terms and conditions set forth

herein, the Swingline Lender shall make Swingline Loans to the Borrower from time to time

during the Revolving Availability Period, in an aggregate principal amount at any time

outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline

Loans exceeding $10,000,000 or (ii) the aggregate amount of the Revolving Exposure exceeding

the aggregate amount of the Revolving Commitments.  Within the foregoing limits and subject to

the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow

Swingline Loans.

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(b) To request a Swingline Loan, the Borrower shall notify the Administrative

Agent by hand delivery, electronic communication (including Adobe pdf file) or facsimile of a

written request, not later than 11:00 a.m., New York City time, on the day of a proposed

Swingline Loan.  Each such notice shall be irrevocable and shall specify the requested date

(which shall be a Business Day) and amount of the requested Swingline Loan.  The

Administrative Agent will promptly advise the Swingline Lender of any such notice received

from the Borrower.  The Swingline Lender shall make each Swingline Loan available to the

Borrower by means of a credit to the general deposit account of the Borrower with the Swingline

Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC

Disbursement as provided in Section 2.05(e) , by remittance to the applicable Issuing Bank), in

each case by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c) The Swingline Lender may by written notice given to the Administrative

Agent not later than 10:00 a.m., New York City time, on any Business Day require the

Revolving Lenders to acquire participations on such Business Day in all or a portion of the

Swingline Loans outstanding.  Such notice shall specify the aggregate amount of Swingline

Loans in which Lenders will participate.  Promptly upon receipt of such notice, the

Administrative Agent will give notice thereof to each Revolving Lender, specifying in such

notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans.  Each

Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as

provided above, to pay to the Administrative Agent, for the account of the Swingline Lender,

such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans.  Each

Revolving Lender acknowledges and agrees that its obligation to acquire participations in

Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be

affected by any circumstance whatsoever, including the occurrence and continuance of a Default

or Event of Default or reduction or termination of the Commitments, and that each such payment

shall be made without any offset, abatement, withholding or reduction whatsoever.  Each

Revolving Lender shall comply with its obligation under this paragraph by wire transfer of

immediately available funds, in the same manner as provided in Section 2.07 with respect to

Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis , to the

payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay

to the Swingline Lender the amounts so received by it from the Revolving Lenders.  The

Administrative Agent shall notify the Borrower of any participations in any Swingline Loan

acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan

shall be made to the Administrative Agent and not to the Swingline Lender.  Any amounts

received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower)

in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of

participations therein shall be promptly remitted to the Administrative Agent; any such amounts

received by the Administrative Agent shall be promptly remitted by the Administrative Agent xx

the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the

Xxxxxxxxx Xxxxxx, as their interests may appear; provided that any such payment so remitted

shall be repaid to the Swingline Lender or to Administrative Agent, as applicable, if and to the

extent such payment is required to be refunded to the Borrower for any reason.  The purchase of

participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of

any default in the payment thereof.

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Section 2.05 Letters of Credit .

(a) General .  Subject to the terms and express conditions set forth herein, the

Borrower may request the issuance of (and the applicable Issuing Bank shall issue) Letters of

Credit for its own account (or, so long as the Borrower is the primary obligor, for the account of

any Restricted Subsidiary), in a form reasonably acceptable to the applicable Issuing Bank, at

any time and from time to time prior to the date 30 days prior to the end of the Revolving

Availability Period; provided that in no event shall GS Bank, Barclays, Bank of America, N.A.,

Credit Suisse AG, Citizens Bank, N.A. or SunTrust Bank be required to issue letters of credit

(other than standby letters of credit), bank acceptances, bank guarantees, indemnitees or other

instruments or any Letters of Credit in a currency other than Dollars; provided , further , that

Letters of Credit shall be available in Dollars and, to the extent agreed by the applicable Issuing

Bank in its sole discretion, other currencies.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions .

(i) To request the issuance of a Letter of Credit (or the amendment, renewal

or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or

telecopy (or transmit by electronic communication reasonably acceptable to the

applicable Issuing Bank) to an Issuing Bank and the Administrative Agent (not later than

12:00 p.m., New York City time at least four (4) Business Days in advance or a shorter

time period if approved by the applicable Issuing Bank in its reasonable discretion, of the

requested date of issuance, amendment, renewal or extension) a notice requesting the

issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed

or extended, and specifying the date of issuance, amendment, renewal or extension

(which shall be a Business Day), the date on which such Letter of Credit is to expire

(which shall comply with paragraph (c) of this Section), the amount of such Letter of

Credit, the name and address of the beneficiary thereof, the documents to be presented by

such beneficiary in case of any drawing thereunder, the full text of any certificate to be

presented by such beneficiary in case of any drawing thereunder, such other matters as

the applicable Issuing Bank may reasonably require and such other information as shall

be necessary to prepare, amend, renew or extend such Letter of Credit.  If requested by an

Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing

Bank’s standard form in connection with any request for a Letter of Credit.  A Letter of

Credit shall be issued, amended, renewed or extended only if, (A) such Letter of Credit is

denominated in Dollars (or such other currency as the applicable Issuing Bank may agree

in its sole discretion) and (B) after giving effect to such issuance, amendment, renewal or

extension, (i) the LC Exposure shall not exceed the LC Sublimit in the aggregate and the

LC Sublimit for each such Issuing Bank, (ii) the aggregate Revolving Exposure shall not

exceed the aggregate Revolving Commitments and (iii) the sum of (x) the LC Exposure

in respect of Letters of Credit issued by the applicable Issuing Bank and (y) the aggregate

amount of Revolving Loans borrowed by such Issuing Bank would not exceed such

Issuing Bank’s Revolving Commitment (unless otherwise agreed to in writing by such

Issuing Bank).

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(ii) Promptly after receipt of any such request pursuant to Section 2.05(b)(i) ,

the applicable Issuing Bank will confirm with the Administrative Agent (in writing) that

the Administrative Agent has received a copy of such request from the Borrower and, if

not, such Issuing Bank will provide the Administrative Agent with a copy thereof.

Unless the applicable Issuing Bank has received written notice from any Revolving

Xxxxxx, the Administrative Agent or any Loan Party, at least one (1) Business Day prior

to the requested date of issuance or amendment of the applicable Letter of Credit, that

one or more applicable express conditions contained in Section 4.02 shall not then be

satisfied, then, subject to the terms and express conditions hereof, the applicable Issuing

Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower

(or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the

case may be, in each case in accordance with such Issuing Bank’s usual and customary

business practices.  Immediately upon the issuance of each Letter of Credit, each

Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees

to, purchase from such Issuing Bank a risk participation in such Letter of Credit in an

amount equal to the product of such Revolving Lender’s Applicable Percentage times the

amount of such Letter of Credit.

(iii) No Issuing Bank shall be under any obligation to issue or renew any Letter

of Credit if:

(A) any order, judgment or decree of any Governmental Authority or

arbitrator shall by its terms enjoin or restrain such Issuing Bank from issuing the

Letter of Credit, or any law applicable to such Issuing Bank or any request or

directive (whether or not having the force of law) from any Governmental

Authority with jurisdiction over such Issuing Bank shall prohibit, or request that

such Issuing Bank refrain from, the issuance of letters of credit generally or the

Letter of Credit in particular or shall impose upon such Issuing Bank with respect

to the Letter of Credit any restriction, reserve or capital requirement (for which

such Issuing Bank is not otherwise compensated hereunder) in each case not in

effect on the Closing Date, or shall impose upon such Issuing Bank any

unreimbursed loss, cost or expense which was not applicable on the Closing Date

(for which such Issuing Bank is not otherwise compensated hereunder);

(B) the issuance of such Letter of Credit would violate (x) any laws

binding upon or otherwise applicable to such Issuing Bank or (y) one or more

policies of such Issuing Bank regarding completion of customary “know your

customer” requirements on the beneficiary of such Letter of Credit and any

Subsidiary of the Borrower that is a co-applicant for such Letter of Credit;

(C) the Letter of Credit is to be denominated in a currency other than

Dollars, unless otherwise agreed by the Issuing Bank;

(D) it is not required to do so pursuant to Section 2.22(a) ; or

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(E) the date of issuance of such Letter of Credit is on or after the date

that is thirty (30) days prior to the Revolving Termination Date.

(iv) No Issuing Bank shall be under any obligation to amend any Letter of

Credit if (A) such Issuing Bank would not have an obligation at such time to issue the

Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the

Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(v) Each of the Issuing Banks shall act on behalf of the Revolving Lenders

with respect to any Letters of Credit issued by it and the documents associated therewith,

and each of the Issuing Banks shall have all of the benefits and immunities (A) provided

to the Administrative Agent in ARTICLE VIII with respect to any acts taken or

omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it

or proposed to be issued by it and Letter of Credit Application pertaining to such Letters

of Credit as fully as if the term “Administrative Agent” as used in ARTICLE VIII

included such Issuing Bank with respect to such acts or omissions, and (B) as additionally

provided herein with respect to the Issuing Banks.

(vi) 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

applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent a

true and complete copy of such Letter of Credit or amendment.

(c) Expiration Date.   Each Letter of Credit shall expire at or prior to the close

of business on the earlier of (i) the date that is one year after the date of the issuance of such

Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal

or extension) and (ii) the Letter of Credit Expiration Date; provided that if the Borrower so

requests in any applicable Letter of Credit Application, the applicable Issuing Bank shall agree to

issue a standby or commercial Letter of Credit that has automatic renewal provisions (each, an

“ Auto-Renewal Letter of Credit ”); provided that any such Auto-Renewal Letter of Credit must

permit the applicable Issuing Bank to prevent any such renewal at least once in each twelve-

month period (commencing with the date of issuance of such Letter of Credit) by giving prior

notice to the beneficiary thereof not later than a day (the “ Nonrenewal 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 applicable Issuing Bank, the Borrower shall not be required to make a

specific request to such Issuing Bank for any such renewal.  Once an Auto-Renewal Letter of

Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not

require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to

an expiry date not later than the Letter of Credit Expiration Date; provided that no Issuing Bank

shall permit any such renewal if (A) such Issuing Bank has determined that it would have no

obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof

(by reason of the provisions of Section 2.05(b)(ii) or otherwise), or (B) it has received notice (in

writing) on or before the day that is five (5) Business Days before the Nonrenewal Notice Date

from the Administrative Agent, any Revolving Lender, or the Borrower that one or more of the

applicable express conditions specified in Section 4.02 is not then satisfied (or waived), and

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provided further that, if agreed to by the applicable Issuing Bank in its sole discretion, a Letter of

Credit may, upon the request of the Borrower, be renewed for a period beyond the date that is the

Revolving Termination Date if, at the time of such request or such other time as may be agreed

by the Issuing Bank, such Letter of Credit has become subject to Cash Collateralization or other

arrangements satisfactory to the Issuing Bank.

(d) Participations .  By the issuance of a Letter of Credit (or an amendment to a

Letter of Credit increasing the amount thereof) and without any further action on the part of the

applicable Issuing Bank or the Revolving Lenders, such Issuing Bank hereby grants to each

Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a

participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of

the aggregate amount available to be drawn under such Letter of Credit.  In consideration and in

furtherance of the foregoing, (x) each Revolving Lender hereby absolutely and unconditionally

agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, in

Dollars, such Revolving Lender’s Applicable Percentage of each LC Disbursement in respect of

any Letter of Credit made by any Issuing Bank and not reimbursed by the Borrower on the date

due as provided in Section 2.05(e) , or of any reimbursement payment required to be refunded to

the Borrower for any reason.  Each Revolving Lender acknowledges and agrees that its

obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is

absolute and unconditional and shall not be affected by any circumstance whatsoever, including

any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance

of a Default or reduction or termination of the Commitments, and that each such payment shall

be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement .  If an Issuing Bank shall honor a Letter of Credit drawing

presented under a Letter of Credit, the Borrower shall reimburse such Letter of Credit honored

by paying to the Administrative Agent an amount equal to the Dollar Equivalent, calculated

using the Exchange Rate when such payment is due, of such LC Disbursement in Dollars not

later than 1:00 p.m., New York City time, on the first Business Day succeeding the date on

which the applicable Issuing Bank notifies the Borrower in writing of such Letter of Credit

honoring; provided that, if such LC Disbursement is not less than $500,000, the Borrower may,

subject to the express conditions to borrowing set forth herein, request in accordance with

Section 2.03 that such payment be financed with a Revolving Loan Borrowing or Swingline

Loan of the same Class in an amount equal to the Dollar Equivalent, calculated using the

Exchange Rate on the date when such payment is due, of such LC Disbursement and, to the

extent so financed, the Borrower’s obligation to make such payment shall be discharged and

replaced by the resulting Revolving Loan Borrowing or Swingline Loan.  If the Borrower fails to

make such payment when due, then the Administrative Agent shall notify each Revolving

Lender of the Dollar Equivalent of the applicable LC Disbursement, the payment then due from

the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof.

Promptly following receipt of such notice, each Revolving Lender shall pay to the

Administrative Agent in Dollars its Applicable Percentage of the Dollar Equivalent of the

payment then due from the Borrower (such payment from such Revolving Lender to be made on

demand 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 applicable Issuing Bank at a rate per annum

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equal to the greater of the NYFRB Rate and a rate determined by such Issuing Bank in

accordance with banking industry rules on interbank compensation, plus any administrative,

processing or similar fees customarily charged by such Issuing Bank in connection with the

foregoing), in the same manner as provided in Section 2.06 with respect to Loans made by such

Revolving Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of

the Revolving Lender), and the Administrative Agent shall promptly pay to the applicable

Issuing Bank the amounts so received by it from the Revolving Lender.  Promptly following

receipt by the Administrative Agent of any payment from the Borrower pursuant to this

paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank

or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to

reimburse the applicable Issuing Bank, then to such Revolving Lenders and the Issuing Banks as

their interests may appear.  Any payment made by a Revolving Lender pursuant to this paragraph

to reimburse an Issuing Bank for any LC Disbursement (other than the funding of Revolving

Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not

relieve the Borrower of their obligation to reimburse such LC Disbursement.

(f) Repayment of Participations .

(i) At any time after any Issuing Bank has made an LC Disbursement and has

received from any Revolving Lender such Revolving Lender’s payment in respect of

such LC Disbursement pursuant to Section 2.05(e) , if the Administrative Agent receives

for the account of the applicable Issuing Bank any payment in respect of the related LC

Disbursement or interest thereon (whether directly from the Borrower or otherwise,

including proceeds of Cash Collateral applied thereto by the Administrative Agent in

accordance with this Agreement), the Administrative Agent will distribute in Dollars to

such Revolving Lender the Dollar Equivalent of its Applicable Percentage thereof.

(ii) If any payment received by the Administrative Agent for the account of an

Issuing Bank pursuant to Section 2.05(e) is required to be returned under any of the

circumstances described in Section 9.08 (including pursuant to any settlement entered

into by the applicable Issuing Bank in its discretion), each Revolving Lender shall pay to

the Administrative Agent for the account of such Issuing Bank in Dollars the Dollar

Equivalent of its Applicable Percentage thereof on demand of the Administrative Agent,

plus interest thereon from the date of such demand to the date such amount is returned by

such Revolving Lender, at a rate per annum equal to the NYFRB Rate from time to time

in effect.  The obligations of the Lenders under this clause (ii) shall survive the payment

in full of the Obligations and the termination of this Agreement.

(g) Obligations Absolute .  The Borrower’s obligations to reimburse LC

Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and

irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under

any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability

of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other

document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any

respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an

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Issuing Bank under a Letter of Credit against presentation of a draft or other document that does

not comply with the terms of such Letter of Credit, (iv) any adverse change in the relevant

exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any

of the Restricted Subsidiaries or in the relevant currency markets generally, or (v) any other

event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but

for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right

of setoff against, the Borrower’s obligations hereunder (other than the defense of payment or

performance).  Neither the Administrative Agent, the Lenders nor the Issuing Banks, nor any of

their Related Parties, shall have any liability or responsibility by reason of or in connection with

the issuance or transfer of any Letter of Credit or any payment or failure to make any payment

thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any

error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other

communication under or relating to any Letter of Credit (including any document required to

make a drawing thereunder), any error in interpretation of technical terms or any consequence

arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall

not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any

direct damages (as opposed to consequential or punitive damages, claims in respect of which are

hereby waived by the Borrower to the extent permitted by applicable law) suffered by the

Borrower that are caused by such Issuing Bank’s failure to exercise care when determining

whether drafts and other documents presented under a Letter of Credit comply with the terms

thereof.  The parties hereto expressly agree that, in the absence of bad faith, gross negligence,

material breach of its obligations as an Issuing Bank hereunder, or willful misconduct on the part

of an Issuing Bank (as finally determined by a court of competent jurisdiction), each of the

Issuing Banks shall be deemed to have exercised care in each such determination as Issuing

Bank.  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, each of the Issuing Banks 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 bad faith, gross negligence or willful misconduct.

(h) Disbursement Procedures .  The applicable Issuing Bank shall, promptly

following its receipt thereof, examine all documents purporting to represent a demand for

payment under a Letter of Credit.  Such Issuing Bank shall promptly notify the Administrative

Agent and the Borrower of such demand for payment and whether such Issuing Bank has made

or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving

such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and

the Revolving Lenders with respect to any such LC Disbursement in accordance with Section

2.05(e) .

(i) Interim Interest .  If an Issuing Bank shall make any LC Disbursement,

then, unless the Borrower shall reimburse such LC Disbursement in full as set forth in Section

2.05(e) , the unpaid amount thereof shall bear interest, for each day from and including the date

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such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC

Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if

the Borrower fails to reimburse such LC Disbursement when due pursuant to Section 2.05(e) ,

then Section 2.13(c) shall apply.  Interest accrued pursuant to this paragraph shall be for the

account of the applicable Issuing Bank, except that interest accrued on and after the date of

payment by any Revolving Lender pursuant to Section 2.05(e) to reimburse the applicable

Issuing Bank shall be for the account of such Lender to the extent of such payment.

(j) Role of Issuing Bank .  Each Lender and the Borrower agree that, in paying

any drawing under a Letter of Credit, no Issuing Bank shall have any responsibility to obtain any

document (other than any sight draft, certificates and documents expressly required by the Letter

of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the

authority of the Person executing or delivering any such document.  None of the Issuing Banks,

the Administrative Agent, any of their respective Related Parties nor any correspondent,

participant or assignee of an Issuing Bank shall be liable to any Lender for (i) any action taken or

omitted in connection herewith at the request or with the approval of the Revolving Lenders or

the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross

negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or

enforceability of any document or instrument related to any Letter of Credit or Letter of Credit

Application.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary

or transferee with respect to its use of any Letter of Credit; provided , however , that this

assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights

and remedies as it may have against the beneficiary or transferee at law or under any other

agreement.

(k) Replacement of the Issuing Banks .  An Issuing Bank may be replaced at

any time by written agreement among the Borrower, the Administrative Agent, the replaced

Issuing Bank and the successor Issuing Bank; provided UBS AG, Stamford Branch may be

replaced as an Issuing Bank at any time by providing not less than thirty (30) days prior written

notice to the Borrower and the Administrative Agent.  The Administrative Agent shall notify the

Lenders of any replacement of an Issuing Bank.  At the time any such replacement shall become

effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing

Bank pursuant to Section 2.12(c) .  From and after the effective date of any such replacement, (i)

the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this

Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to

the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing

Bank, or to such successor and all previous Issuing Banks, as the context shall require.  After the

replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto

and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement

with respect to Letters of Credit issued by it prior to such replacement, but shall not be required

to issue additional Letters of Credit.

(l) 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 any Subsidiary, the

Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all

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drawings under such Letter of Credit.  The Borrower hereby acknowledges that any issuance of

Letters of Credit for the account of the Borrower and/or any Subsidiaries of the Borrower inures

to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from

the businesses of such Subsidiaries.

(m) Applicability of ISP and UCP .  Unless otherwise expressly agreed by the

applicable Issuing Bank and the Borrower, when a Letter of Credit is issued, (i) the rules of the

ISP shall apply to each standby Letter of Credit, and (ii) the rules of the 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.

(n) Conflict with Letter of Credit Application .  In the event of any

inconsistency between the terms and conditions of this Agreement and the terms and conditions

of any form of letter of credit application or other agreement submitted by the Borrower to, or

entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and

conditions of this Agreement shall control, and any grant of a security interest in any form of

Letter of Credit Application or other agreement shall be null and void.

(o) Provisions Related to Extended Revolving Commitments .  If, after the

date hereof, there shall be more than one tranche of Revolving Commitments, and if the maturity

date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any

Letter of Credit, then (i) if one or more other tranches of Revolving Commitments in respect of

which the maturity date shall not have occurred are then in effect, such Letters of Credit shall

automatically be deemed to have been issued (including for purposes of the obligations of the

Revolving Lenders to purchase participations therein and to make Revolving Loans and

payments in respect thereof pursuant to Section 2.05(c)) under (and xxxxxxx participated in by

Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up

to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving

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 2.05(c) or otherwise backstop such Letter of Credit on terms

reasonably satisfactory to the applicable Issuing Bank.  If, for any reason, such Cash Collateral is

not provided or the reallocation does not occur, the Revolving Lenders under the maturing

tranche shall continue to be responsible for their participating interests in the Letters of Credit.

Except to the extent of reallocations of participations pursuant to clause (i) of the second

preceding sentence, the occurrence of a maturity date with respect to a given tranche of

Revolving Commitments shall have no effect upon (and shall not diminish) the percentage

participations of the Revolving Lenders in any Letter of Credit issued before such maturity date.

Commencing with the maturity date of any tranche of Revolving Commitments, the sublimit for

Letters of Credit shall be agreed with the Lenders under the extended tranches.

(p) Addition of an Issuing Bank .  A Revolving Lender (or any of its

subsidiaries or Affiliates) may become an additional Issuing Bank hereunder pursuant to a

written agreement among the Borrower, the Administrative Agent and such Revolving Lender.

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The Administrative Agent shall notify the Revolving Lenders of any such additional Issuing

Bank.

(q) Reallocation of Risk Participations . On the 2018 Revolving Commitment

Maturity Date, all risk participations with respect to Letters of Credit issued on or prior to the

2018 Revolving Commitment Maturity Date pursuant to Section 2.20(d) shall be reallocated to

the 2024 Revolving Lenders in accordance with their pro rata share of the remaining Revolving

Commitments; provided that such reallocation shall only be effected to the extent that it would

not result in the total exposure of any 2024 Revolving Lender exceeding such Lender’s 2024

Revolving Commitment.

Section 2.06 Funding of Borrowings .

(a) Each Lender shall make each Loan to be made by it hereunder on the

proposed date thereof by wire transfer of immediately available funds by (i) 1:00 p.m., New

York City time, in the case of a Term SOFR Borrowing, 1:00 p.m., New York City time, in the

case of an ABR Borrowing for which notice has been provided by 11:00 a.m. New York City

time at least one (1) Business Day prior to the date of the proposed Borrowing or (ii) 2:00 p.m.

New York City time, in the case of an ABR Borrowing for which notice has been provided by

11:00 a.m. New York City time on the date of the proposed ABR Borrowing, in each case to the

account of the Administrative Agent most recently designated by it for such purpose by notice to

the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04 .  The

Administrative Agent will make such Loans available to the Borrower by wire transfer of the

amounts so received, in immediately available funds, to an account of the Borrower, in each case

designated by the Borrower in the applicable Borrowing Request, provided that ABR Revolving

Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e)

shall be remitted by the Administrative Agent to the applicable Issuing Bank or, to the extent that

Revolving Lenders have made payments pursuant to Section 2.05(e) to reimburse an Issuing

Bank, then to such Revolving Lenders and the applicable Issuing Bank as their interests may

appear.

(b) Unless the Administrative Agent shall have received notice from a Lender

prior to the proposed date of any Borrowing that such Lender will not make available to the

Administrative Agent such Xxxxxx’s share of such Borrowing, the Administrative Agent may

assume that such Lender will make such share available on such date in accordance with

paragraph (a) of this Section and may, in reliance upon such assumption and in its sole

discretion, make available to the Borrower a corresponding amount.  In such event, after giving

effect to the reallocations pursuant to Section 2.22(a)(ii) and Section 2.22(a)(iv) , if a Lender has

not in fact made its share of the applicable Borrowing available to the Administrative Agent,

then the applicable Lender and the Borrower agrees to pay to the Administrative Agent, within

three (3) Business Days of written notice, such corresponding amount 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 (i) in the case of such Lender, the

greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance

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with banking industry rules on interbank compensation, or (ii) in the case of the Borrower, the

interest rate applicable to ABR Loans of the applicable Type.  If such Lender pays such amount

to the Administrative Agent, then such amount shall constitute such Xxxxxx’s Loan included in

such Borrowing.

Section 2.07 Interest Elections .

(a) Each Revolving Loan Borrowing and Term Loan Borrowing initially shall

be of the Type specified in the applicable Borrowing Request or designated by Section 2.03 and,

in the case of a Term SOFR Borrowing, shall have an initial Interest Period as specified in such

Borrowing Request or designated by Section 2.03 .  Thereafter, the Borrower may elect to convert

such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term

SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.07 .  The

Borrower may elect different options with respect to different portions of the affected

Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding

the Loans comprising such Borrowing, and the Loans comprising each such portion shall be

considered a separate Borrowing.  This Section shall not apply to Swingline Borrowings, which

may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the

Administrative Agent of such election by hand delivery, electronic communication (including

Adobe pdf file) or facsimile of a written Interest Election Request substantially in the form of

Exhibit B and signed by the Borrower by the time that a Borrowing Request would be required

under Section 2.03 if the Borrower was requesting a Revolving Loan Borrowing of the Type

resulting from such election to be made on the effective date of such election.

(c) Each written Interest Election Request shall specify the following

information in compliance with Section 2.03 :

(i) the Borrowing to which such Interest Election Request applies and, if

different options are being elected with respect to different portions thereof, the portions

thereof to be allocated to each resulting Borrowing (in which case the information to be

specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting

Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election

Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Term

SOFR Borrowing; and

(iv) if the resulting Borrowing is a Term SOFR Borrowing, the Interest Period

to be applicable thereto after giving effect to such election, which shall be a period

contemplated by the definition of the term “ Interest Period .”

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If any such Interest Election Request requests a Term SOFR Borrowing but does not specify an

Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one

month’s duration.

(d) Promptly following receipt of an Interest Election Request, the

Administrative Agent shall advise each Lender of the details thereof and of such Xxxxxx’s

portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with

respect to a Term SOFR Borrowing prior to the end of the Interest Period applicable thereto,

then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period, such

Borrowing shall be converted to an ABR Borrowing.  Notwithstanding any contrary provision

hereof, if an Event of Default under Section 7.01(a) , 7.01(b) , 7.01(h) or 7.01(i) has occurred and

is continuing and the Administrative Agent, at the request of the Required Lenders, so notify the

Xxxxxxxx, then, so long as such Event of Default is continuing, no outstanding Borrowing may

be continued for an Interest Period of more than one month’s duration and no Borrowing may be

requested as, converted to or continued as a Term SOFR Loan.

Section 2.08 Termination and Reduction of Commitments .

(a) Unless previously terminated or extended, the Revolving Commitments

shall terminate on the Revolving Termination Date.

(b) The Borrower may at any time, without premium or penalty, terminate, or

from time to time reduce, the Commitments of any Class, provided that (i) each reduction of the

Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not

less than $1,000,000 and (ii) the Borrower shall not terminate or reduce any Class of Revolving

Commitments to the extent that, after giving effect to any concurrent prepayment of the

Revolving Loans of such Class in accordance with Section 2.11 , the aggregate Revolving

Exposure (calculated using the Exchange Rate in effect as of the date of the proposed termination

or reduction) of such Class (excluding the portion of the Revolving Exposure attributable to

outstanding Letters of Credit if and to the extent that the Borrower has Cash Collateralized such

Letters of Credit or made other arrangements satisfactory to the applicable Issuing Bank with

respect to such Letters of Credit) would exceed the aggregate Revolving Commitments of such

Class. For the avoidance of doubt, prior to the 2018 Revolving Commitment Maturity Date, all

voluntary terminations or reductions of Revolving Commitments pursuant to this paragraph shall

be applied to the 2018 Revolving Commitments and the 2024 Revolving Commitments on a pro

rata basis.

(c) The Borrower shall notify the Administrative Agent of any election to

terminate or reduce the Commitments under paragraph (b) of this Section at least one Business

Day prior to the effective date of such termination or reduction, specifying such election and the

effective date thereof.  Promptly following receipt of any such notice, the Administrative Agent

shall advise the Lenders of the contents thereof.  Each notice delivered by the Borrower pursuant

to this Section shall be irrevocable, provided that a notice of termination of the Commitments of

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any Class delivered by the Borrower may state that such notice is conditioned upon the

consummation of an acquisition or sale transaction or upon the effectiveness of other credit

facilities or the receipt of proceeds from the issuance of other Indebtedness or any other specified

event, in which case such notice may be revoked by the Borrower (by notice to the

Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Any termination or reduction of the Commitments of any Class shall be permanent.  Each

reduction of the Commitments of any Class shall be made ratably among the Lenders in

accordance with their respective Commitments of such Class.

(d) The Borrower, in its sole discretion, shall have the right, but not the

obligation, at any time so long as no Event of Default has occurred and is continuing, upon at

least one Business Days’ notice to a Defaulting Lender (with a copy to the Administrative

Agent), to terminate in whole such Defaulting Lender’s Commitment; provided that, after giving

effect to such termination, the aggregate Revolving Exposure of all Revolving Lenders does not

exceed the aggregate Revolving Commitments.  Such termination shall be effective with respect

to such Defaulting Lender’s unused portion of its Commitment on the date set forth in such

notice.  No termination of the Commitment of a Defaulting Lender shall be deemed a waiver or

release of any claim the Borrower, the Administrative Agent, an Issuing Bank or any Lender may

have against the Defaulting Lender.

Section 2.09 Repayment of Loans; Evidence of Debt .

(a) The Borrower unconditionally promises to pay jointly and severally to the

Administrative Agent for the account of each Term Lender the then unpaid principal amount of

each Term Loan of such Term Lender as provided in Section 2.10 . The Borrower

unconditionally promises to pay jointly and severally to the Administrative Agent for the account

of each Revolving Lender the then unpaid principal amount of each Revolving Loan of such

Revolving Lender made to the Borrower on the Revolving Termination Date.  The Borrower

hereby unconditionally promises to pay to the Swingline Lender the then unpaid principal

amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first

date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at

least two (2) Business Days after such Swingline Loan is made; provided that on each date that a

Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.

(b) Each Lender shall maintain in accordance with its usual practice an

account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from

each Loan made by such Lender to the Borrower, including the amounts of principal and interest

payable and paid to such Xxxxxx from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record

(i) the amount of each Loan made hereunder to the Borrower, the Class and Type thereof and the

Interest Period 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 xxxxxxxxx from the Borrower for the account of

the Lenders and each Lender’s share thereof.

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(d) The entries made in the accounts maintained pursuant to paragraph (b) or

(c) of this Section shall be prima facie evidence of the existence and amounts of the obligations

recorded therein, provided that the failure of any Lender or the Administrative Agent to maintain

such accounts or any error therein shall not in any manner affect the obligation of the Borrower

to repay the Loans and pay interest thereon in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans of any Class made by it be evidenced

by a promissory note.  In such event, the Borrower shall promptly prepare, execute and deliver to

such Lender a promissory note payable to such Lender and its registered assigns and

substantially in the form of the applicable Exhibit F , provided that, except as set forth in Section

4.01(a)(ii)(D) , the delivery of any such note shall not be a condition precedent to the Closing

Date, the Sixth Amendment Effective Date, or any Acquisition or Investment.  Thereafter, the

Loans evidenced by such promissory note and interest thereon shall at all times (including after

assignment pursuant to Section 9.04 ) be represented by one or more promissory notes in such

form payable to such payee and its registered assigns (and ownership shall at all times be

recorded in the Register).

Section 2.10 Amortization of Term Loans .

(a) Subject to adjustment pursuant to paragraph (b) of this Section and

reduction for any other prepayments or repurchases not prohibited hereunder and subject to

paragraph (i) of Section 2.11 ,

(i) on and after the Sixth Amendment Effective Date, the Borrower shall

repay the 2024 Term Loans on the last Business Day of each fiscal quarter of the

Borrower (commencing with the second full fiscal quarter ended after the Sixth

Amendment Effective Date) in an aggregate principal amount equal to 0.25% of the

original principal amount of the 2024 Term Loans on the Sixth Amendment Effective

Date; and

(ii) without limiting the foregoing, to the extent not previously paid, all Term

Loans shall be due and payable on the applicable Term Loan Maturity Date.

(b) Any prepayment of a Term Loan Borrowing of any Class shall be applied

(i) in the case of prepayments made pursuant to Section 2.11(a) or (e) , to reduce the subsequent

scheduled repayments of the Term Loan Borrowings of such Class to be made pursuant to this

Section as directed by the Borrower, or as otherwise provided in any Extension Amendment, any

Incremental Credit Facility Amendment or Refinancing Amendment, and (ii) in the case of

prepayments made pursuant to Section 2.11(c) or Section 2.11(d) , to reduce the subsequent

scheduled repayments of the Term Loan Borrowings of such Class to be made pursuant to this

Section in direct order of maturity, or as otherwise provided in any Extension Amendment, any

Incremental Credit Facility Amendment or Refinancing Amendment.

(c) Prior to any repayment of any Term Loan Borrowings of any Class

hereunder, the Borrower shall select the Borrowing or Borrowings of the applicable Class to be

repaid and shall notify the Administrative Agent by written notice of such election not later than

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11:00 a.m., New York City time, on the third Business Day prior thereto.  Each repayment of a

Borrowing shall be applied ratably to the Loans included in the repaid Borrowing.  Repayments

of Term Loan Borrowings shall be accompanied by accrued interest on the amount repaid.

Section 2.11 Prepayment of Loans .

(a) The Borrower shall have the right at any time and from time to time,

without premium or penalty (but subject to the following sentence), to prepay any Borrowing of

any Class in whole or in part, as selected and designated by the Borrower, subject to the

requirements of this Section.  Each voluntary prepayment of any Loan pursuant to this Section

2.11(a) and mandatory prepayment pursuant to Section 2.11(e) shall be made without premium

or penalty except that, in the event that on or prior to the date that is six (6) months after the

Sixth Amendment Effective Date, any such prepayment or repayment of 2024 Term Loans is

made as a result of a Repricing Transaction or any amendment to this Agreement to effectuate a

Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable

account of each of the applicable 2024 Term Lenders, including, for the avoidance of doubt, any

Non-Consenting Lender, a prepayment premium in an amount equal to 1.00% of the amount of

the 2024 Term Loans being so prepaid, repaid or refinanced or the aggregate amount of the

applicable 2024 Term Loans outstanding immediately prior to such amendment and otherwise

subject to the Repricing Transaction, as applicable.  Any such voluntary prepayment shall be

applied as specified in Section 2.10(b) and Section 2.11(k) .  Such amounts shall be due and

payable on the date of such prepayment, repayment or amendment.

(b) In the event and on such occasion that the aggregate Revolving Exposures

exceed (A) 103% of the aggregate Revolving Commitments, solely as a result of currency

fluctuations or (B) the aggregate Revolving Commitments (other than as a result of currency

fluctuations), the Borrower shall prepay (no later than one (1) Business Day after written notice

from the Administrative Agent to the Borrower) Revolving Loan Borrowings (or, if no such

Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent

pursuant to Section 2.23 ) in an aggregate amount equal to the amount by which the aggregate

Revolving Exposures exceed the aggregate Revolving Commitments.

(c) Subject to paragraph (f) of this Section 2.11 , in the event and on each

occasion that any Net Proceeds are received by or on behalf of any Holding Company or any

Restricted Subsidiary in respect of any Prepayment Event referred to in paragraph (a) or (b) of

the definition thereof, the Borrower shall, within thirty (30) days after such Net Proceeds are

received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an

Incremental Credit Facility Amendment, Extension Amendment or a Refinancing Amendment,

as otherwise set forth in such Incremental Credit Facility Amendment, Extension Amendment or

a Refinancing Amendment or as to Replacement Term Loans), in each case in an aggregate

amount equal to (i) 100% of the amount of such Net Proceeds if the First Lien Net Leverage

Ratio as of the most recent Applicable Date of Determination is greater than 4.50 to 1.00, (ii)

50%, if the First Lien Net Leverage Ratio as of the most recent Applicable Date of

Determination is less than or equal to 4.50 to 1.00 but greater than 4.25 to 1.00, (iii) 25%, if the

First Lien Net Leverage Ratio as of the most recent Applicable Date of Determination is less

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than or equal to 4.25 to 1.00 but greater than 4.00 to 1.00, or (iv) 0%, if the First Lien Net

Leverage Ratio as of the most recent Applicable Date of Determination is less than or equal to

4.00 to 1.00; provided that in the case of any such event described in clause (a) or (b) of the

definition of the term “Prepayment Event,” if any Holding Company or any Restricted

Subsidiary applies (or commits pursuant to a binding contractual arrangement to apply) the Net

Proceeds from such event (or a portion thereof) within eighteen (18) months after receipt of such

Net Proceeds to reinvest such proceeds in the business, including in assets of the general type

used or useful in the business of the Borrower and the Restricted Subsidiaries (including in

connection with a Permitted Acquisition or other permitted Investment or Capital Expenditures),

then no prepayment shall be required pursuant to this paragraph in respect of such Net Proceeds

except to the extent of any such Net Proceeds therefrom that have not been so applied by the end

of the eighteen-month (or, if committed to be so applied within eighteen (18) months of the

receipt of such Net Proceeds, twenty four (24) month) period following receipt of such Net

Proceeds, at the end of which period a prepayment shall be required in an amount equal to such

Net Proceeds that have not been so applied; provided , further , that with respect to any

Prepayment Event referenced in paragraph (a) or (b) of the definition thereof, the Borrower may

use a portion of such Net Proceeds to prepay or repurchase Indebtedness secured by the

Collateral on a pari passu basis with the Liens securing the Obligations (the “ Other Applicable

Indebtedness ”) to the extent required pursuant to the terms of the documentation governing such

Other Applicable Indebtedness, in which case, the amount of prepayment required to be made

with respect to such Net Proceeds pursuant to this Section 2.11(c) shall be deemed to be the

amount equal to the product of (x) the amount of such Net Proceeds multiplied by (y) a fraction,

the numerator of which is the outstanding principal amount of Term Loans required to be prepaid

pursuant to this paragraph (c) and the denominator of which is the sum of the outstanding

principal amount of such Other Applicable Indebtedness required to be prepaid pursuant to the

terms of the documents governing such Other Applicable Indebtedness and the outstanding

principal amount of Term Loans required to be prepaid pursuant to this paragraph (for the

avoidance of doubt, amounts described in this clause (y) in the calculation of such fraction shall

be deemed to refer to then outstanding principal amount of such Indebtedness subject to such

prepayment requirement, prior to giving effect to any reduction in the amount thereof as the

result of such prepayment).

(d) Subject to paragraph (f) of this Section 2.11 , following the end of each

fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2019, the

Borrower shall prepay Term Loan Borrowings in an aggregate amount equal to the Required

Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for such fiscal

year, provided that such amount shall be reduced by the aggregate principal amount of voluntary

prepayments (other than prepayments pursuant to Section 2.11( c), (d) or (e) ) of Term Loans,

voluntary prepayments of Other Applicable Indebtedness and Revolving Loans (to the extent of,

in the case of Revolving Loans, a corresponding Revolving Commitment reduction) made during

such fiscal year or following the end of such fiscal year but on or prior to the ECF Due Date

(without duplication of amounts reducing the amount required to be prepaid in any other period,

and except to the extent financed with long term Indebtedness (other than revolving

indebtedness)), and no such prepayment shall be required if the amount that would be required to

be repaid is less than or equal to $11,500,000 and then, only to the extent of the amount in excess

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of $11,500,000.  Each prepayment pursuant to this paragraph shall be made not later than the

fifth (5th) Business Day after the earlier of (x) the date on which financial statements are

required to be delivered pursuant to Section 5.01(a) for the fiscal year with respect to which such

prepayment is made and (y) the date such financial statements are actually delivered (such earlier

date, the “ ECF Due Date ”).  All prepayments made pursuant to this Section 2.11(d) shall be

applied solely to the outstanding 2024 Term Loans (and any Incremental Term Loans, Extended

Term Loans or Other Term Loans to the extent provided for in the applicable Incremental Credit

Facility Amendment, Extension Amendment or Refinancing Amendment; provided that the 2024

Term Loans receive not less than the pro rata portion of such prepayment unless otherwise

agreed).

(e) In the event and on each occasion that any Net Proceeds are received by or

on behalf of the Borrower or any Restricted Subsidiary in respect of any Prepayment Event

referred to in paragraph (c) of the definition thereof, the Borrower shall, on the same day as such

incurrence or issuance of Indebtedness, prepay the principal amount of the corresponding Credit

Agreement Refinanced Debt (in the case of Credit Agreement Refinancing Indebtedness) or each

Class of Term Loans on a pro rata basis (in the case of any other Indebtedness giving rise to a

Prepayment Event referred to in paragraph (c) of the definition thereof), in each case in

accordance with Section 2.11(g) and in an aggregate amount the Dollar Equivalent of which is

equal to 100% of the Net Proceeds of such issuance or incurrence (which prepayment of

principal shall be accompanied by payment of accrued and unpaid interest, premiums and fees

and expenses associated with such principal amount prepaid); provided that such prepayment

shall be subject to the second sentence of Section 2.11(a) .

(f) Notwithstanding any other provisions of this Section 2.11 , to the extent

that any prepayment required by Section 2.11(c) or 2.11(d) of any Foreign Subsidiary (i) would

be prohibited or delayed by applicable local law, or (ii) the Borrower has determined in good

faith that making all or a part of such prepayment would reasonably be expected to have an

adverse tax consequence on Holdings (or any owner thereof), the Borrower and its Restricted

Subsidiaries (other than de minimis adverse tax consequences) as a result of moving cash to

make such prepayment (which for the avoidance of doubt, includes, but is not limited to, any

prepayment where by doing so the Borrower or any Restricted Subsidiary would incur a

withholding tax), in each case the Net Proceeds or Excess Cash Flow so affected may be retained

by the applicable Restricted Subsidiary, the portion of such Net Proceeds or Excess Cash Flow

so affected will not be required, subject to this Section 2.11(f) , to be applied to repay Term

Loans at the times provided in Section 2.11(d) , or the Borrower shall not be required to make a

prepayment at the time provided in Section 2.11(c) , and instead, such amounts may be retained

and shall be available for working capital purposes of the Borrower and the Restricted

Subsidiaries (the Borrower and its Restricted Subsidiaries hereby agreeing to use commercially

reasonable efforts to otherwise cause the applicable Restricted Subsidiary, to within one year

following the date on which the respective payment would otherwise have been required, to

overcome or eliminate such restrictions and/or to minimize any such costs of prepayment,

subject to the foregoing, to make the relevant prepayment), and if within one year following the

date on which the respective payment would otherwise have been required, such repatriation of

any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local

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law or applicable organizational or constitutive impediment or other impediment or there are no

such adverse tax consequences (other than de minimis tax consequences), the applicable amount

of Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than three

Business Days after such repatriation could be made) applied (net of additional taxes, costs and

expenses payable or reserved against as a result thereof) (whether or not repatriation actually

occurs) to the repayment of the Term Loans pursuant to this Section 2.11 to the extent provided

herein; provided , that if such payments are not permitted and there are such adverse tax

consequences (other than de minimis tax consequences) throughout such one year period such

prepayment shall not be required; provided , further that, if at any time within one year of a

prepayment being not so required, such restrictions are removed, any relevant proceeds will at

the end of the then current Interest Period be applied in prepayment in accordance with the terms

of this Section 2.11 .  The non-application of any prepayment amounts as a consequence of the

foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of

Default and such amounts shall be available for working capital purposes of the Borrower or any

Restricted Subsidiary as long as not required to be repaid in accordance with this Section 2.11(f) .

(g) In connection with any optional or mandatory prepayment of Borrowings

hereunder the Borrower shall, subject to the provisions of this paragraph and paragraph (k) of

this Section 2.11 , select the Borrowing or Borrowings to be prepaid and shall specify such

selection in the notice of such prepayment pursuant to paragraph (h) of this Section 2.11 .  The

Administrative Agent will promptly notify each Term Lender holding the applicable Class of

Term Loans of the contents of the Borrower’s prepayment notice and of such Xxxxxx’s pro rata

share of the prepayment.  Each such Term Lender may reject all (but not less than all) of its pro

rata share of any mandatory prepayment (such declined amounts, the “ Declined Proceeds ”) of

Term Loans required to be made pursuant to clause (c) or (d) of this Section 2.11 by providing

notice to the Administrative Agent, no later than 11:00 a.m., New York City time, one Business

Day following receipt of such mandatory prepayment notice; provided that for the avoidance of

doubt, no Lender may reject any prepayment made with the proceeds of Credit Agreement

Refinancing Indebtedness.  Any Declined Proceeds may be retained by the Borrower to the

extent they constitute Retained Declined Proceeds.

(h) The Borrower shall notify the Administrative Agent (and, in the case of

prepayment of a Swingline Loan, the Swingline Lender) by hand delivery, electronic

communication (including Adobe pdf file) or facsimile of a written notice of any prepayment

hereunder (i) in the case of prepayment of a Term SOFR Borrowing, not later than 11:00 a.m.,

New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of

prepayment of an ABR Borrowing or any Borrowing of Daily SOFR Loans, not later than 11:00

a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of

prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of

prepayment.  Each such notice shall be irrevocable and shall specify the prepayment date, the

principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a

mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment,

provided that a notice of optional prepayment may state that such notice is conditional upon the

consummation of an acquisition or sale transaction or upon the effectiveness of other credit

facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence

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of any other specified event, in which case such notice of prepayment may be revoked by the

Borrower (by notice to the Administrative Agent on or prior to the specified date) if such

condition is not satisfied.  Promptly following receipt of any such notice, the Administrative

Agent shall advise the Lenders of the contents thereof.  Except as otherwise provided herein,

each partial prepayment of any Borrowing shall be in an amount that would be permitted in the

case of an advance of a Borrowing of the same Type as provided in Section 2.02 , except as

necessary to apply fully the required amount of a mandatory prepayment.  Each prepayment of a

Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.  Prepayments

shall be accompanied by accrued interest to the extent required by Section 2.13 and any

prepayment fees required by Section 2.11(a) , to the extent applicable.

(i) Notwithstanding anything to the contrary contained in this Agreement, the

Borrower or any of the Restricted Subsidiaries (in such case, the foregoing being herein referred

to as the “ Auction Parties ” and each, an “ Auction Party ”) may repurchase outstanding Term

Loans ( provided that no Default or Event of Default shall have occurred and be continuing at the

time of and immediately after giving effect to the repurchase of such Term Loans) on the

following basis:

(A) Such Auction Party may repurchase all or any portion of any Class

of Term Loans (such Term Loans, “ Subject Loans ”) pursuant to a Dutch Auction

(or such other modified Dutch auction conducted pursuant to similar procedures

as the Borrower and Administrative Agent may otherwise agree); provided that no

proceeds of Revolving Loans shall be used by any Auction Party to repurchase

Term Loans pursuant to such Auction;

(B) Following repurchase by any Auction Party pursuant to this

Section 2.11(i) , the Term Loans so repurchased shall, without further action by

any Person, be deemed cancelled for all purposes and no longer outstanding (and

may not be resold by any Auction Party) for all purposes of this Agreement.  In

connection with any Term Loans repurchased and cancelled pursuant to this

Section 2.11(i) , the Administrative Agent is authorized to make appropriate

entries in the Register to reflect any such cancellation.  Any payment made by any

Auction Party in connection with a repurchase permitted by this Section 2.11(i)

shall not be subject to any of the pro rata payment or sharing requirements of this

Agreement.  Notwithstanding anything in this Agreement or any other Loan

Documents to the contrary, failure by an Auction Party to make any payment to a

Lender required by an agreement permitted by this Section 2.11(i) shall not

constitute a Default or an Event of Default;

(C) Each Lender that sells its Term Loans pursuant to this Section

2.11(i) acknowledges and agrees that (i) the Auction Parties may come into

possession of additional information regarding the Loans or the Loan Parties at

any time after a repurchase has been consummated pursuant to an Auction

hereunder that was not known to such Lender or the Auction Parties at the time

such repurchase was consummated and that, when taken together with

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information that was known to the Auction Parties at the time such repurchase

was consummated, may be information that would have been material to such

Xxxxxx’s decision to enter into an assignment of such Term Loans hereunder

(“ Excluded Information ”), (ii) such Lender will independently make its own

analysis and determination to enter into an assignment of its Loans and to

consummate the transactions contemplated by an Auction notwithstanding such

Xxxxxx’s lack of knowledge of Excluded Information and (iii) none of the Auction

Parties, the Investors or any of their respective Affiliates, or any other Person

shall have any liability to such Lender with respect to the nondisclosure of the

Excluded Information.  Each Lender that tenders Loans pursuant to an Auction

agrees to the foregoing provisions of this clause (C) .  The Administrative Agent

and the Lenders hereby consent to the Auctions and the other transactions

contemplated by this Section 2.11(i) and hereby waive the requirements of any

provision of this Agreement (including any pro rata payment requirements) (it

being understood and acknowledged that purchases of the Loans by an Auction

Party contemplated by this Section 2.11(i) shall not constitute Investments by

such Auction Party) or any other Loan Document that may otherwise prohibit any

Auction or any other transaction contemplated by this Section 2.11(i) .

(j) Notwithstanding any of the other provisions of this Section 2.11 , if any

prepayment of Term SOFR Loans is required to be made under this Section 2.11 prior to the last

day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.11 in

respect of any such Term SOFR Loan prior to the last day of the Interest Period therefor, the

Borrower may, in their sole discretion, deposit with the Administrative Agent in the currency in

which such Loan is denominated, the amount of any such prepayment otherwise required to be

made hereunder until the last day of such Interest Period, at which time the Administrative Agent

shall be authorized (without any further action by or notice to or from the Borrower or any other

Loan Party) to apply such amount to the prepayment of such Loans in accordance with this

Section 2.11 .  Such deposit shall constitute cash collateral for the Term SOFR Loans to be so

prepaid; provided that the Borrower may at any time direct that such deposit be applied to make

the applicable payment required pursuant to this Section 2.11 .

(k) Application of Prepayment by Type of Term Loans .  In connection with

any voluntary prepayments by the Borrower pursuant to Section 2.11(a) , any voluntary

prepayment thereof shall be applied first to ABR Loans to the full extent thereof before

application to Term SOFR Loans.  In connection with any mandatory prepayments by the

Borrower of the Term Loans pursuant to Section 2.11 , such prepayments shall be applied on a

pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such

outstanding Term Loans are ABR Loans or Term SOFR Loans; provided that if no Lenders

exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section

2.11(g) , then, with respect to such mandatory prepayment, the amount of such mandatory

prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof

before application to Term Loans that are Term SOFR Loans.

Section 2.12 Fees .

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(a) The Borrower agrees to pay to the Administrative Agent for the account of

each Revolving Lender, in accordance with its Applicable Percentage of Revolving

Commitments, a commitment fee, which shall accrue as specified in the definition of

“Applicable Margin” on the average daily amount of the unused Revolving Commitment of such

Lender during the period from and including the Closing Date to, but excluding, the date on

which the Revolving Commitments terminate, subject to adjustment as provided in Section 2.22 .

Accrued commitment fees (including, for the avoidance of doubt, any Sixth Amendment

Effective Date Accrued Commitment Fees) shall be payable in arrears on the third Business Day

following the last day of March, June, September and December of each year and on the

Revolving Termination Date, commencing on the first such date to occur after the Closing Date,

provided that no commitment fee shall accrue on any undrawn Revolving Commitment of a

Defaulting Lender so long as such Lender shall be a Defaulting Lender.  All commitment fees

shall be computed on the basis of a year of 360 days and shall be payable for the actual number

of days elapsed (including the first day but excluding the last day).  For purposes of computing

commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent

of the outstanding Revolving Loans and LC Exposure of such Lender.  Swingline Loans shall,

for purposes of the commitment fee calculations only, not be deemed to be a utilization of the

Revolving Credit Facility.

(b) The Borrower agrees to pay (i) to the Administrative Agent for the

account of each Revolving Lender a participation fee with respect to its participations in Letters

of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate

applicable to Term SOFR Revolving Loans on the actual daily amount of such Revolving

Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC

Disbursements) during the period from and including the Closing Date, to but excluding the date

on which such Revolving Lender’s Revolving Commitment terminates, and (ii) to each of the

Issuing Banks a fronting fee, which shall accrue at a rate equal to 0.125% per annum on the

actual daily amount of the LC Exposure (excluding any portion thereof attributable to

unreimbursed LC Disbursements) during the period from and including the Closing Date, to but

excluding the date of termination of the Revolving Commitments, as well as each of the Issuing

Xxxxx’s standard fees with respect to the issuance, amendment, renewal or extension of any

Letter of Credit or processing of drawings thereunder.  Participation fees and fronting fees

accrued to and excluding the last day of March, June, September and December of each year

shall be payable on the third Business Day following such last day, commencing on the first such

date to occur after the Closing Date, provided that all such fees shall be payable on the date on

which the Revolving Commitments terminate and any such fees accruing after the date on which

the Revolving Commitments terminate shall be payable on demand.  Any other fees payable to

the Issuing Banks pursuant to this paragraph shall be payable within 30 days after written

demand (including reasonable supporting documents).  All participation fees and fronting fees

shall be computed on the basis of a year of 360 days and shall be payable for the actual number

of days elapsed (including the first day but excluding the last day).

(c) The Borrower agrees to pay to the Administrative Agent, for its own

account, fees payable in the amounts and at the times separately agreed upon between the

Borrower and the Administrative Agent.

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(d) All fees payable hereunder shall be paid by the Borrower on the dates due,

in immediately available funds, to the Administrative Agent (or to the Issuing Banks, in the case

of fees payable to them) for distribution, in the case of commitment fees and participation fees,

to the Lenders entitled thereto.  Fees paid shall not be refundable under any circumstances.

Section 2.13 Interest .

(a) The Loans comprising each ABR Borrowing (including each Swingline

Loan) shall bear interest at the Alternate Base Rate plus the Applicable Margin.

(b) The Loans comprising each Term SOFR Borrowing shall bear interest at

Adjusted Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable

Xxxxxx; provided that if Term SOFR shall be determined pursuant to clause (a)(ii) of the

definition thereof, each such Loan shall be deemed to bear interest on the outstanding principal

amount thereof from the applicable borrowing date at a rate per annum equal to Daily Simple

SOFR for each day such Loan remains outstanding plus the Applicable Margin.

(c) Notwithstanding the foregoing, if (x) any principal of or interest on any

Loan or any fee payable by the Borrower hereunder is not paid when due (after the expiration of

any applicable grace period), whether at stated maturity, upon acceleration or otherwise or (y) an

Event of Default under Section 7.01(h) or (i) has occurred and is continuing, such overdue

amount (which, in the case of an Event of Default under Section 7.01(h) or (i) shall be deemed to

include the entire outstanding amount of the Loans) shall bear interest, after as well as before

judgment, to the fullest extent permitted by law, at a rate per annum equal to (i) in the case of

overdue principal or interest of any Loan, 2.00% plus the rate then borne by (in the case of such

principal) such Borrowings or (in the case of interest) the Borrowings to which such overdue

amount relates or (ii) in the case of any other amounts, 2.00% plus the rate applicable to ABR

Loans as provided in paragraph (a) of this Section; provided that no default rate shall accrue on

the Loans of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest

Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the

applicable Revolving Commitments, provided that (i) interest accrued pursuant to paragraph (c)

of this Section shall be payable on written demand, (ii) in the event of any repayment or

prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of

the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid

shall be payable on the date of such repayment or prepayment and (iii) in the event of any

conversion of any Term SOFR Loan prior to the end of the current Interest Period therefor,

accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360

days, except that interest computed by reference to the Alternate Base Rate shall be computed on

the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for

the actual number of days elapsed (including the first day but excluding the last day).  The

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applicable Alternate Base Rate or Adjusted Term SOFR shall be determined by the

Administrative Agent, and such determination shall be conclusive absent manifest error.

Section 2.14 Alternate Rate of Interest ; Discontinuation of Term SOFR.

(a) Subject to the immediately following sentence, if prior to the

commencement of any Interest Period for a Term SOFR Borrowing denominated in any

currency:

(i) the Administrative Agent determines (which determination shall be

conclusive absent manifest error) that adequate and reasonable means do not exist for

ascertaining the Term SOFR, as applicable, for such Interest Period; or

(ii) the Administrative Agent is advised by the Required Lenders that the

Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the

cost to such Lenders of making or maintaining their Loans included in such Borrowing

for such Interest Period;;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by

telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent

notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer

exist, (i) any Interest Election Request that requests the conversion of any Borrowing

denominated in such currency to, or continuation of any Borrowing denominated in such

currency as, a Term SOFR Borrowing, as applicable in such currency that is requested to be

continued (A) if such currency is the Dollar, shall be converted into a Borrowing of Daily SOFR

Loans, or, failing that, an ABR Borrowing on the last day of the Interest Period applicable

thereto, (B) if such currency is the Euro, shall be converted to an ABR Borrowing denominated

in Dollars on the last day of the Interest Period applicable thereto, and (C) if such currency is an

Alternative Currency, shall bear interest at such rate as the Administrative Agent shall determine

adequately and fairly reflects the cost to such Lenders of making or maintaining their Loans

included in such Borrowing for such Interest Period plus the applicable percentage set forth in

the definition of “Applicable Margin”; and (ii) if any Borrowing Request requests a Term SOFR

Borrowing denominated in such currency, (A) if such currency is the Dollar, such Borrowing

shall be made as a Borrowing of Daily SOFR Loans, or, failing that, an ABR Borrowing, and (B)

if such currency is an Alternative Currency, such Borrowing Request shall be ineffective.

(b) Notwithstanding anything to the contrary contained in this Agreement or

the other Loan Documents, if at any time there ceases to exist a Term SOFR for interest periods

greater than one Business Day or the Administrative Agent determines (which determination

shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.14(a)

above have arisen and such circumstances are unlikely to be temporary, (ii) the circumstances

above have not arisen but the supervisor for the administrator of the Term SOFR or a

Governmental Authority having jurisdiction over the Administrative Agent has made a public

statement identifying a specific date after which the Term SOFR shall no longer be used for

determining interest rates for loans or (iii) syndicated loans currently being executed, or that

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include language similar to that contained in this paragraph, are being executed or amended (as

applicable) to incorporate or adopt a new benchmark interest rate to replace Term SOFR, then

the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of

interest to the Term SOFR that gives due consideration to the then prevailing market convention

for determining a rate of interest for fixed periods for syndicated loans in the United States at

such time (it being agreed that such rate shall not result in a higher cost of funding than ABR

borrowings), and shall enter into an amendment to the Loan Documents to reflect such alternate

rate of interest and such other related changes as may be applicable which are agreed by the

Borrower and the Administrative Agent at such time; provided that, if such alternate rate of

interest shall be less than zero, such rate shall be deemed to be zero for purposes of this

Agreement.  Notwithstanding anything to the contrary in the Loan Documents, such amendment

shall become effective without any further action or consent of any other party to Loan

Documents so long as the Administrative Agent shall not have received, within five Business

Days of the date notice of such alternate rate of interest is provided to the Lenders, a written

notice from the Required Xxxxxxx stating that they object to such amendment.

Section 2.15 Increased Costs; Illegality .

(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 by, any Lender or any Issuing Bank (except any

such reserve requirement reflected in the Adjusted Term SOFR);

(ii) impose on any Lender or any Issuing Bank, the London interbank market

or the Term SOFR market any other condition, cost or expense affecting this Agreement,

Term SOFR Loans made by such Lender or any Letter of Credit or participation therein;

or

(iii) subject any Lender or any Issuing Bank to any additional Taxes of any

kind whatsoever with respect to this Agreement or any Loan made by it, or change the

basis of taxation of payments to such Lender in respect thereof (except, in each case, for

Indemnified Taxes and any Excluded Taxes);

and the result of any of the foregoing shall be to materially 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) of the Borrower or to increase the cost to such Lender or such Issuing

Bank of participating in, issuing or maintaining any Letter of Credit for the benefit of the

Borrower or to reduce the amount of any sum received or receivable by such Lender or such

Issuing Bank hereunder (whether of principal, interest or otherwise) from the Borrower, then the

Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional

amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for

such additional costs incurred or reduction suffered.

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(b) If any Lender or any Issuing Bank determines in good faith that any

Change in Law regarding capital or liquidity requirements has or would have the effect of

materially reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the

capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of

this Agreement or the Loans made by, or participations in Letters of Credit held by such Xxxxxx

to the Borrower or the Letters of Credit issued by such Issuing Bank for the benefit of the

Borrower to a level below that which such Lender or such Issuing Bank or such Lender’s or such

Issuing Bank’s holding company could have achieved but for such Change in Law (taking into

consideration such Lender’s or such Issuing Bank’s policies and the policies of such Xxxxxx’s or

such Issuing Bank’s holding company with respect to capital and liquidity adequacy), then from

time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such

additional amount or amounts as will compensate such Lender or such Issuing Bank or such

Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or an Issuing Bank setting forth the amount or

amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as

the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the

Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender or

such Issuing Bank, as the case may be, the amount shown as due on any such certificate within

ten days after receipt thereof.

(d) Failure or delay on the part of any Lender or any Issuing Bank to demand

compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such

Issuing Bank’s right to demand such compensation, provided that the Borrower shall not be

required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased

costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing

Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such

increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim

compensation therefor, and provided further that, if the Change in Law giving rise to such

increased costs or reductions is retroactive, then the 180-day period referred to above shall be

extended to include the period of retroactive effect thereof.

(e) Notwithstanding any other provision herein, if the adoption of or any

change in any Requirement of Law or in the interpretation or application thereof, in each case,

first made after the Closing Date, shall make it unlawful for any Lender to make or maintain

Term SOFR Loans as contemplated by this Agreement, such Lender shall promptly give notice

thereof to the Administrative Agent and the Borrower, and (a) the commitment of such Lender

hereunder to make Term SOFR Loans, continue Term SOFR Loans as such and convert ABR

Loans to Term SOFR Loans shall be suspended during the period of such illegality, (b) such

Xxxxxx’s Loans then outstanding as Term SOFR Loans denominated in an Alternative Currency,

if any, shall be prepaid by the Borrowers, or redenominated into Dollars in the amount of the

Dollar Equivalent thereof, on the respective last days of then current Interest Periods with respect

to such Loans or within such earlier period as required by law and (c) such Xxxxxx’s Loans then

outstanding as Term SOFR Loans, if any, shall be converted automatically to ABR Loans on the

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respective last days of the then current Interest Periods with respect to such Loans or within such

earlier period as required by law.

(f) For the avoidance of doubt, invalidity of the Term SOFR determined

pursuant to clause (a) thereof without giving effect to clause (a)(ii) thereof shall not affect ability

of the Borrower to incur Daily SOFR Loans pursuant to clause (a)(ii) of the definition thereof.

Section 2.16 [Reserved] .

Section 2.17 Taxes .

(a) Each payment by or on account of any obligation of any Loan Party under

any Loan Document shall be made without deduction or withholding for any Taxes, unless such

deduction or withholding is required by any Requirement of Law.  If any Loan Party or the

Administrative Agent is so required to deduct or withhold Taxes, then such withholding agent

shall so deduct or withhold and shall timely pay the full amount of deducted or withheld Taxes to

the relevant Governmental Authority in accordance with any applicable law.  To the extent such

Taxes are Indemnified Taxes, then the amount payable by the applicable Loan Party shall be

increased as necessary so that, net of such deduction or withholding (including such deduction or

withholding applicable to additional amounts payable under this Section 2.17 ), the applicable

Recipient receives the amount it would have received had no such deduction or withholding been

made.

(b) In addition, each Loan Party shall pay any Other Taxes to the relevant

Governmental Authority in accordance with applicable law, or at the option of the

Administrative Agent timely reimburse it for the payment of Other Taxes.

(c) As promptly as possible after any payment of Taxes by a Loan Party to a

Governmental Authority pursuant to this Section 2.17 , such Loan Party shall deliver to the

Administrative Agent the original or a certified copy of a receipt issued by such Governmental

Authority evidencing such payment or other evidence of such payment reasonably satisfactory to

the Administrative Agent.

(d) The Loan Parties shall indemnify each Recipient for the full amount of

any Indemnified Taxes that are paid or payable by such Recipient in connection with any Loan

Document (including Indemnified Taxes imposed or asserted on or attributable to amounts

payable under this Section 2.17 ) or for which such Loan Party has failed to remit to the

Administrative Agent the required receipts or other required documentary evidence and any

expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were

correctly or legally imposed or asserted; provided , however , that if a Recipient does not notify

the Loan Parties of any indemnification claim under this Section 2.17(d) within 180 days after

such Recipient has received written notice of the claim of a taxing authority giving rise to such

indemnification claim, the Loan Parties shall not be required to indemnify such Recipient for any

incremental interest or penalties resulting from such Recipient’s failure to notify the Loan Parties

within such 180-day period.  The indemnity under this Section 2.17(d) shall be paid within 30

days after the Recipient (or the Administrative Agent, on behalf of such Recipient) delivers to

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the applicable Loan Party a certificate stating the amount of Indemnified Taxes so payable by

such Recipient.  Such certificate shall be conclusive of the amount so payable absent manifest

error.  Such Recipient shall deliver a copy of such certificate to the Administrative Agent.

(e) (i) Any Lender that is entitled to an exemption from, or reduction of, any

applicable withholding Tax with respect to any payments under any Loan Document shall deliver

to the Borrower and the Administrative Agent, at the time or times prescribed by law or

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, or at a reduced rate of, withholding.  In addition,

any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other

documentation prescribed by 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 U.S. backup withholding or information reporting requirements, or any other

U.S. or non-U.S. withholding requirements.  Upon the reasonable request of the Borrower or the

Administrative Agent, any Lender shall update any form or certification previously delivered

pursuant to this Section 2.17(e) .  If any form or certification previously delivered pursuant to this

Section 2.17(e) expires or becomes obsolete or inaccurate in any respect with respect to a

Lender, such Lender shall promptly (and in any event within 10 days after such expiration,

obsolescence or inaccuracy) notify the Borrower and the Administrative Agent in writing of such

expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible

to do so.  Notwithstanding anything to the contrary, the completion, execution and submission of

such documentation (other than such documentation set forth in Section 2.17(e) (ii)(A) through

(E) and (iii) below) 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 any Lender shall, if it is

legally eligible to do so, deliver to the Borrower and the Administrative Agent on or prior

to the date on which such Xxxxxx becomes a party hereto, two duly completed and

executed original copies of whichever of the following is applicable:

(A) in the case of a Lender that is a U.S. Person, IRS Form W-9

certifying that such Lender is exempt from U.S. federal backup withholding;

(B) in the case of a Foreign Lender claiming the benefits of an income

tax treaty to which the United States is a party, IRS Form W-8BEN or W-8BEN-

E (or any successor form);

(C) in the case of a Foreign Lender for whom payments under any

Loan Document constitute income that is effectively connected with such

Xxxxxx’s conduct of a trade or business in the United States, IRS Form W-8ECI

(or any successor form);

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(D) in the case of a Foreign Lender claiming the benefits of the