Form 8-K

8-K — Clear Channel Outdoor Holdings, Inc.

Accession: 0001213900-26-058449

Filed: 2026-05-18

Period: 2026-05-15

CIK: 0001334978

SIC: 7310 (SERVICES-ADVERTISING)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — ea0291061-8k_clear.htm (Primary)

EX-10.1 — THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 15, 2026, BY AND AMONG CLEAR CHANNEL OUTDOOR HOLDINGS, INC., THE OTHER BORROWERS PARTY THERETO (ea029106101ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0291061-8k_clear.htm · Sequence: 1

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0001334978

2026-05-15

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 15, 2026

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-32663

88-0318078

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

4830 North Loop 1604W, Suite 111

San Antonio, Texas, 78249

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (210) 547-8800

Not Applicable

(Former name or former address, if changed since

last report.)

Check the appropriate box below

if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

CCO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934

(17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Credit Agreement Amendment

On May 15, 2026, in

connection with the ABL Credit Agreement, dated as of August 23, 2019, by and among Clear Channel Outdoor Holdings, Inc. (the

“Company”), the other borrowers party thereto, the several lenders from time to time party thereto, Deutsche Bank AG New

York Branch, as administrative agent and as collateral agent, and the other parties thereto (as amended, restated, amended and

restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement” and as amended by the

Third Amendment (as defined below), the “Amended Credit Agreement”), the Company, the other borrowers party thereto, the

administrative agent and the lenders party thereto entered into the Third Amendment to Credit Agreement (the “Third

Amendment”), dated as of May 15, 2026, following receipt of the requisite consents from lenders pursuant to the Existing

Credit Agreement. The Company solicited consents to amend the defined term “Change of Control” in the Existing Credit

Agreement to provide that the Merger (as defined below) will not be deemed to constitute a Change of Control under the Amended

Credit Agreement and to add or amend certain other defined terms contained in the Amended Credit Agreement related to the

foregoing.

In addition, pursuant to the Third Amendment, among other things: (i) the maturity date of the Amended Credit Agreement was extended to

the date that is five years from the effective date of the Third Amendment; (ii) the revolving credit commitments were increased from

$200,000,000 to $250,000,000; (iii) the borrowing base was revised to expand eligible accounts thereunder; and (iv) flexibility was added

to permit qualified securitization financings, as further detailed therein.

The Third Amendment will become

effective upon, and simultaneously with, the consummation of the merger pursuant to the Company’s previously announced Agreement and Plan of Merger, dated February 9, 2026 (the “Merger Agreement”), with Madison Parent Inc. (“Parent”)

and Madison Merger Sub Inc. (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”),

with the Company surviving as a wholly-owned subsidiary of Parent, and will cease to be operative if the Merger Agreement is terminated

in accordance with its terms and the Merger is not consummated.

The foregoing description

of the Third Amendment is a summary and is qualified in its entirety by reference to the Third Amendment, which is attached hereto as

Exhibit 10.1, and is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or

an Obligation under an Off Balance-Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this

Current Report on Form 8-K, including statements regarding the Merger, any expected timetable for completing the Merger, the expected

benefits of the Merger and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial

conditions, assumptions or future events or performance that are not historical fact constitute “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and

Section 21E of the Securities Exchange Act of 1934. The words “expect,” “anticipate,” “estimate,”

“believe,” “forecast,” “goal,” “intend,” “objective,” “plan,”

“project,” “seek,” “strategy,” “target,” “will” and similar words and expressions

are intended to identify such forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of

management at the time that these statements were prepared and are inherently uncertain. These statements are not guarantees of future

performance and are subject to certain risks, uncertainties and other factors, some of which are beyond the Company’s control and

are difficult to predict. These risks and uncertainties include, but are not limited to: uncertainties associated with the proposed Merger,

including the failure to consummate the Merger in a timely manner or at all, could adversely affect the Company’s business, results

of operations, financial condition, and the trading price of the Company’s common stock; the occurrence of any event, change or

other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring the Company to

pay a termination fee pursuant to the Merger Agreement; failure to satisfy the conditions precedent to consummate the Merger, including

obtaining required regulatory approvals; the risk that restrictions on the operation of the Company’s business during the pendency

of the Merger may impact the Company’s ability to pursue certain business opportunities or strategic transactions or undertake certain

actions the Company might otherwise have taken; potential litigation relating to, or other unexpected costs resulting from, the Merger;

the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company’s common stock,

credit ratings or operating results; and the risk that the Merger and its announcement could have an adverse effect on the ability of

the Company to retain and hire key personnel, to retain customers and to maintain relationships with business partners, suppliers and

customers. The Company can give no assurance that the conditions to the Merger will be satisfied or that the Merger will close within

any anticipated time period. Various risks that could cause future results to differ from those expressed by the forward-looking statements

included in this Current Report on Form 8-K are described in the section entitled “Item 1A. Risk Factors” of the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025, initially filed with the Securities and Exchange Commission (the “SEC”)

on February 26, 2026, as amended by Amendment No. 1 to such Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025,

filed with the SEC on March 27, 2026 (the “Annual Report”), as well as other risks and forward-looking statements in other

reports and filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only

as of the date of this Current Report on Form 8-K or the date of any document referred to in this Current Report on Form 8-K. Except as

required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements

because of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1*

Third Amendment to Credit Agreement, dated as of May 15, 2026, by and among Clear Channel Outdoor Holdings, Inc., the other borrowers party thereto, the several lenders from time to time party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent, and each other party thereto, relating to the Company’s Existing Credit Agreement.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain of the schedules (or similar attachments) to this

Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish

supplementally a copy of any omitted schedule to the SEC on a confidential basis upon request.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

Date: May 18, 2026

By:

/s/ David Sailer

David Sailer

Chief Financial Officer

EX-10.1 — THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MAY 15, 2026, BY AND AMONG CLEAR CHANNEL OUTDOOR HOLDINGS, INC., THE OTHER BORROWERS PARTY THERETO

EX-10.1

Filename: ea029106101ex10-1.htm · Sequence: 2

Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT, dated

as of May 15, 2026 (this “Amendment”), to the ABL Credit Agreement, dated as of August 23, 2019, by and among

Clear Channel Outdoor Holdings, Inc., as borrower (the “Parent Borrower”), the other borrowers party thereto

(together with the Parent Borrower, the “Borrowers”), the several lenders from time to time party thereto (collectively,

the “Lenders”), Deutsche Bank AG New York Branch, as Administrative Agent (“Administrative Agent”),

and as Collateral Agent and each other party party thereto (as amended by the First Amendment to Credit Agreement, dated as of June 12,

2023 and the Second Amendment to Credit Agreement, dated as of June 12, 2025 and as further amended, restated, amended and restated, supplemented

or otherwise modified and in effect prior to the date hereof, the “Existing Credit Agreement”) is entered into

among the Borrowers, certain Subsidiaries signatory hereto as Guarantors, the Lenders party hereto and the Administrative Agent. Capitalized

terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.

WHEREAS, pursuant to Section

10.01 of the Existing Credit Agreement, the Parent Borrower has requested that the Administrative Agent amend certain provisions of the

Existing Credit Agreement as set forth herein to permit the Transactions (as defined in that certain Agreement and Plan of Merger, dated

as of February 9, 2026, by and among Parent (as defined therein), Merger Sub (as defined therein), and the Company (as defined therein)

(together with the schedules and exhibits thereto and as the same may be further amended, restated, amended and restated, supplemented,

modified or waived from time to time) (the “Merger Agreement”)) and make certain other amendments to the Existing

Credit Agreement in connection therewith as set forth herein; and

WHEREAS, pursuant to Section

2.15 of the Existing Credit Agreement, the Parent Borrower has requested an extension (an “Extension Offer”)

of the Maturity Date of the Revolving Credit Commitments and the Revolving Credit Loans (the “Extended Revolving Credit Commitments”)

of the Lenders by, among other things, entering into this Amendment pursuant to the terms and conditions of the Existing Credit Agreement

with the Lenders and L/C Issuers agreeing to such Extension Offer (each such Lender and L/C Issuer, an “Extending Lender”);

WHEREAS, each Extending Lender

has indicated its willingness to provide Extended Revolving Credit Commitments in connection with the Extension Offer on the terms and

subject to the conditions herein;

WHEREAS, pursuant to Section

2.14 of the Existing Credit Agreement, the Parent Borrower has requested a Revolving Credit Commitment Increase in an aggregate principal

amount of $50,000,000;

WHEREAS, each Lender designated

as an Incremental Revolving Lender on Schedule I hereto (each, an “Incremental Revolving Lender”) has

indicated its willingness to provide its Incremental Revolving Commitment as set forth on Schedule I hereto (the “Incremental

Revolving Commitments”) on the terms and subject to the conditions set forth herein;

WHEREAS, the Parent Borrower

has requested that the Administrative Agent, certain Lenders party hereto (the “Consenting Lenders”), the Extending

Lenders and the Incremental Revolving Lenders amend certain provisions of the Existing Credit Agreement as set forth herein and, subject

to the terms and conditions hereof, the Consenting Lenders party hereto, the Extending Lenders, the Incremental Revolving Lenders and

the Administrative Agent are willing to do so; and

WHEREAS, the Consenting Lenders

party hereto, as of the date hereof, constitute the Supermajority Lenders.

NOW THEREFORE, for good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in reliance on the representations, warranties

and covenants herein contained, the parties hereto agree as follows:

SECTION 1. Extended

Revolving Credit Commitments. Pursuant to Section 2.15 of the Existing Credit Agreement, upon the occurrence of the Third

Amendment Effective Date (as defined below), the Maturity Date of the Extended Revolving Credit Commitments of each Extending Lender shall

be extended to the “Maturity Date” under the Amended Credit Agreement (as defined below). This Amendment shall be deemed to

satisfy any notice required under Section 2.15(d) of the Existing Credit Agreement.

SECTION 2. Amendments

to the Existing Credit Agreement. Subject to all of the terms and conditions set forth in this Amendment and the Existing Credit

Agreement, on and effective on and as of the Third Amendment Effective Date (as defined below), (i) the Existing Credit Agreement is

hereby amended to delete the stricken text (indicated textually in the same manner as the following example (regardless of color): stricken

text) and to add the double-underlined text (indicated textually in the same manner as the following example (regardless

of color): double-underlined text) as set forth on Annex A

hereto (the Existing Credit Agreement, as so amended, the “Amended Credit Agreement”) and (ii) Schedule 2.01 of the

Existing Credit Agreement is hereby amended and replaced in its entirety by Schedule 2.01 hereto.

SECTION 3. Incremental

Revolving Credit Commitments Generally.

(a) The Incremental Revolving

Commitments shall have identical terms as the Revolving Credit Commitments in existence immediately prior to the Third Amendment Effective

Date (the “Initial Revolving Credit Commitments”) (including, without limitation, with respect to the maturity

date, mandatory prepayments and voluntary prepayments) and shall otherwise be subject to the provisions of the Amended Credit Agreement

and the other Loan Documents. Each reference to (i) an “Revolving Credit Commitment” or “Revolving Credit Commitments”

and (ii) an “Revolving Credit Loan” or “Revolving Credit Loans” in the Amended Credit Agreement or herein shall

be deemed to include the Incremental Revolving Commitments, established pursuant to this Amendment and all other related terms will have

correlative meanings. For the avoidance of doubt and notwithstanding anything in this Amendment to the contrary, the Incremental Revolving

Commitments shall be considered an increase of the Initial Revolving Credit Commitments under the Amended Credit Agreement and shall not

be considered a separate Class of Commitments under the Amended Credit Agreement.

(b) Each of the parties hereto

hereby agrees that (i) the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all of the Lenders

participate in each outstanding Letter of Credit, Swingline Loan and Protective Advance, if any, pro rata on the basis of their respective

Initial Revolving Credit Commitments (after giving effect to any increased Initial Revolving Credit Commitments), including by assigning

to each Incremental Revolving Lender a portion of each then-existing Lender’s participations under the Amended Credit Agreement

in outstanding Letters of Credit, Swingline Loans and Protective Advances, if any, and each Incremental Revolving Lender hereby automatically

and without further action shall be deemed to have assumed a portion of such existing Lender’s participations, such that, after

giving effect to each deemed assignment and assumption of participations, all of the Lenders’ (including the Incremental Revolving

Lenders’) participations in Letters of Credit, Swingline Loans and Protective Advances shall be held ratably on the basis of their

respective Commitments (after giving effect to any increased Initial Revolving Credit Commitments) and (ii) the Administrative Agent may

cause all existing Lenders to assign Revolving Credit Loans to the Incremental Revolving Lenders, and the Incremental Revolving Lenders

shall purchase such Revolving Credit Loans, in each case to the extent necessary so that all of the Lenders participate in each outstanding

Borrowing of Revolving Credit Loans pro rata on the basis of their respective Initial Revolving Credit Commitments (after giving effect

to any increased Initial Revolving Credit Commitments).

Revolving Credit Commitments, this Amendment shall constitute the notice required pursuant to Section 2.14 of the Existing Credit Agreement

and an Incremental Facility Amendment for purposes of Section 2.14 of the Existing Credit Agreement.

(d) Upon the occurrence of

the Third Amendment Effective Date and immediately after giving effect to the implementation of the Incremental Revolving Credit Commitments,

(i) the aggregate principal amount of Initial Revolving Commitments outstanding pursuant to the Amended Credit Agreement shall be $250,000,000

and (ii) Schedule 2.01 of the Existing Credit Agreement is hereby replaced with Schedule 2.01 hereto.

SECTION 4. Conditions

to Effectiveness.

(a) This Amendment shall

be executed upon the first date (such date, the “Third Amendment Execution Date”) on which the Administrative

Agent (or its counsel) shall have received from (i) the Parent Borrower and each Loan Party hereto and (ii) each Lender party hereto either

(x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which

may include electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.

(b) This Amendment shall

become effective upon the first date on which each of the following conditions precedent shall have been satisfied (or waived by all of

the Lenders party hereto) (such date, the “Third Amendment Effective Date”):

i. the

Administrative Agent shall have received a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each

Loan Party dated the Third Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organization

Document for each of the Loan Parties and, with respect to the articles or certificate of incorporation or organization (or similar document)

certified (to the extent applicable) as of a recent date by the Secretary of State (or other applicable Governmental Authority) of the

state of its organization, (B) that attached thereto is a true and complete copy of resolutions or other action duly adopted by the Board

of Directors and/or equityholders (as applicable) authorizing the execution, delivery, and performance of this Amendment and the other

Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full

force and effect as of the date of such certificate, (C) as to incumbency certificates of Responsible Officers of each Loan Party, evidencing

the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with

this Amendment and the other Loan Documents delivered in connection herewith on behalf of such Loan Party and (D) attaching a certificate

as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority)

of its jurisdiction of organization;

ii. the

Administrative Agent shall have received a customary opinion from Freshfields US LLP, in its capacity as counsel to the Loan Parties addressed

to the Administrative Agent, the Collateral Agent and each Lender party hereto;

iii. the

Administrative Agent shall have received a solvency certificate substantially in the form delivered on the Closing Date dated as of the

Third Amendment Effective Date and signed by the chief financial officer (or other officer with equivalent duties);

iv. at

the time of and immediately after the Third Amendment Effective Date, no Default or Event of Default shall exist or result therefrom;

v. the

Administrative Agent shall have received a certificate from a Responsible Officer of each Borrower (a) certifying that the representations

and warranties set forth in (x) Section 5 of this Amendment and (y) Article V of the Existing Credit Agreement and in the other Loan Documents

are, in each case, true and correct in all material respects (other than any such representation and warranty that is already qualified

by materiality or “Material Adverse Effect” in the text thereof, in which case such representation and warranty shall be true

in all respects) on and as of the Third Amendment Effective Date, except to the extent such representations and warranties specifically

relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of

such earlier date and (b) compliance with the condition set forth in Section 4(b)(iv) hereof;

vi. the

Administrative Agent and the Incremental Revolving Lenders shall have received at least three (3) Business Days prior to the Third Amendment

Effective Date all documentation and other information about each Loan Party as has been reasonably requested in writing at least ten

(10) Business Days prior to the Third Amendment Effective Date by the Administrative Agent or such Incremental Revolving Lenders that

they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering

rules and regulations, including without limitation the USA PATRIOT Act;

vii. the

Closing (as defined in the Merger Agreement) shall have occurred or will occur substantially concurrently with the Third Amendment Effective

Date;

viii.

the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the Revolving Credit Commitments

(as defined in the Term/Revolver Credit Agreement) under the Term/Revolver Credit Agreement shall have been or will be reduced to $0 substantially

concurrently with the Third Amendment Effective Date; and

ix. the

Parent Borrower shall pay to the Administrative Agent (i) for the ratable benefit of each Consenting Lender (x) a consent fee equal to

0.20% of such Consenting Lender’s Initial Revolving Credit Commitment immediately prior to the Third Amendment Effective Date and

before giving effect to any Incremental Revolving Commitments on the Third Amendment Effective Date and (y) a consent fee equal to 0.30%

of such Consenting Lender’s Incremental Revolving Commitments as of the Third Amendment Effective Date (each such fee, a “Third

Amendment Consent Fee”, and collectively, the “Third Amendment Consent Fees”), (ii) all fees due

and payable on or prior to the Third Amendment Effective Date and (iii) all expenses due and payable on or prior to the Third Amendment

Effective Date (including in Section 8 hereof) to the extent invoiced at least three (3) Business Days prior to the Third Amendment

Effective Date (or such shorter period reasonably agreed by the Parent Borrower). The Third Amendment Consent Fees and other fees and

expenses under the foregoing clauses (ii) and (iii) shall be fully earned, due and payable on or prior to the Merger Agreement

Closing Date (as defined in the Amended Credit Agreement) (but only if the same occurs).

SECTION 5. Representations

and Warranties. Each Borrower hereby represents and warrants to the Lenders party hereto and the Administrative Agent that (a)

each Borrower has all requisite power and authority to execute, deliver and perform its obligations under this Amendment, (b) the execution,

delivery and performance by each Borrower of this Amendment (1) are within each Borrower’s corporate or other powers, (2) have been

duly authorized by all necessary corporate or other organizational action and (3) do not contravene the terms of each Borrower’s

organizational documents, (c) this Amendment has been duly executed and delivered by each Borrower and (d) this Amendment constitutes

a legal, valid and binding obligation of each Borrower, enforceable against each Borrower in accordance with its terms, except as such

enforceability may be limited by Debtor Relief Laws and by general principles of equity.

SECTION 6. Costs and

Expenses. The Parent Borrower acknowledges and agrees that its payment obligations set forth in Section 10.04 of the Existing

Credit Agreement include the reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent in connection

with the preparation, execution and delivery of this Amendment and any other documentation contemplated hereby, including, but not limited

to, the reasonable fees and disbursements of Davis Polk & Wardwell LLP, counsel to the Administrative Agent.

SECTION 7. Ratification.

The Existing Credit Agreement, as amended by this Amendment, and the other Loan Documents remain in full force and effect and are hereby

ratified and affirmed as of the date hereof. This Amendment shall be limited precisely as written and, except as expressly provided herein,

shall not be deemed (i) to be a consent granted pursuant to, or a waiver, modification or forbearance of, any term or condition of the

Existing Credit Agreement, any other Loan Document or any of the instruments or agreements referred to in any thereof or a waiver of any

Default or Event of Default, whether or not known to the Administrative Agent or any of the Lenders, (ii) to prejudice any right or remedy

which the Administrative Agent or any of the Lenders may now have or have in the future against any Person under or in connection with

the Existing Credit Agreement, any of the instruments or agreements referred to therein or any of the transactions contemplated thereby

or (iii) deemed to be a novation of the Existing Credit Agreement or any other Loan Document.

SECTION 8. Reaffirmation

of the Loan Parties. Each Loan Party party hereto hereby consents to the amendment of the Existing Credit Agreement effected hereby

and confirms and agrees as of the date hereof that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such

Loan Party is a party is, and the obligations of such Loan Party contained in the Existing Credit Agreement, this Amendment or in any

other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed

as of the date hereof in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing,

each Loan Party party hereto hereby confirms that the existing guarantees and/or security interests granted by such Loan Party in favor

of the Administrative Agent for the benefit of the Secured Parties pursuant to the Loan Documents in the Collateral described therein

shall continue to secure the obligations of the Loan Parties under the Existing Credit Agreement and the other Loan Documents as and to

the extent provided in the Loan Documents.

SECTION 9. Modifications.

Neither this Amendment, nor any provision hereof, may be waived, amended or modified except pursuant to an agreement or agreements in

writing entered into by the parties hereto.

SECTION 10. References.

Each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,”

or words of like import, and each reference in each other Loan Document (and the other documents and instruments delivered pursuant to

or in connection therewith) to the “Credit Agreement”, “thereunder”, “thereof”, “therein”

or words of like import, shall mean and be a reference to the Existing Credit Agreement as modified hereby and as each may in the future

be amended, restated, supplemented or modified from time to time. This Amendment shall constitute a “Loan Document” for purposes

of the Amended Credit Agreement and each other Loan Document.

SECTION 11. Counterparts.

This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall

be an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by

telecopier or electronic mail (in a .pdf format) shall be effective as delivery of a manually executed counterpart. The words “execution,”

“signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures

or electronic records, 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, 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.

SECTION 12. Successors

and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective

successors and assigns.

SECTION 13. Severability.

If any provision of this Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall,

as to such jurisdiction, be ineffective to the extent of such invalidity or enforceability without in any manner affecting the validity

or enforceability of such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction.

SECTION 14. Governing

Law; Waiver of Trial by Jury; Jurisdiction. THIS AMENDMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN

ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR THEREIN).

Sections 10.14 and 10.15

of the Existing Credit Agreement are hereby incorporated by reference, mutatis mutandis.

SECTION 15. Headings.

Section headings in this Amendment are included for convenience of reference only and are not to affect the construction of, or to be

taken into consideration in interpreting, this Amendment.

[The remainder of this page

left blank intentionally]

IN WITNESS WHEREOF, the parties hereto have caused

this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.,

as Parent Borrower

By:

/s/ David Sailer

Name:

David Sailer

Title:

Chief Financial Officer

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.,

CLEAR CHANNEL OUTDOOR, LLC,

1567 MEDIA LLC,

CLEAR CHANNEL ADSHEL, INC.,

CLEAR CHANNEL OUTDOOR HOLDINGS COMPANY CANADA,

CLEAR CHANNEL SPECTACOLOR, LLC,

CLEAR CHANNEL AIRPORTS, INC.,

OUTDOOR MANAGEMENT SERVICES, INC., as Borrowers

By:

/s/ David Sailer

Name:

David Sailer

Title:

Chief Financial Officer

[Signature Page to Third Amendment to Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH,

as Administrative Agent and Consenting Lender

By:

/s/ Philip Tancorra

Name:

Philip Tancorra

Title:

Director

By:

/s/ Suzan Onal

Name:

Suzan Onal

Title:

Director

[Signature Page to Third Amendment to Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH,

as Consenting Lender, Extending Lender and Incremental Revolving Lender

By:

/s/ Philip Tancorra

Name:

Philip Tancorra

Title:

Director

By:

/s/ Suzan Onal

Name:

Suzan Onal

Title:

Director

[Signature Page to Third Amendment to Credit Agreement]

Morgan Stanley Senior Funding, Inc.,

as Consenting Lender, Extending Lender and Incremental Revolving Lender

By:

/s/

Michael King

Name:

Michael King

Title:

Vice President

[Signature Page to Third Amendment to Credit Agreement]

JPMORGAN CHASE BANK, N.A.,

as Consenting Lender, Extending Lender and Incremental Revolving Lender

By:

/s/ William Eifert III

Name:

William Eifert III

Title:

Authorized Officer

[Signature Page to Third Amendment to Credit Agreement]

GOLDMAN SACHS BANK USA,

as Consenting Lender, Extending Lender and Incremental Revolving Lender

By:

/s/ Dan Starr

Name:

Dan Starr

Title:

Authorized Signatory

[Signature Page to Third Amendment to Credit Agreement]

BARCLAYS BANK PLC,

as Consenting Lender, Extending Lender and Incremental Revolving Lender

By:

/s/ Sean Duggan

Name:

Sean Duggan

Title:

Director

[Signature Page to Third Amendment to Credit Agreement]

CITIBANK, N.A.,

as Consenting Lender, Extending Lender and Incremental Revolving Lender

By:

/s/ Allister Chan

Name:

Allister Chan

Title:

Vice President

[Signature Page to Third

Amendment to Credit Agreement]

U.S. BANK NATIONAL ASSOCIATION,

as Consenting Lender and Extending Lender

By:

/s/ Wayne G. Elliott

Name:

Wayne G. Elliott

Title:

Vice President

[Signature Page to Third Amendment to Credit Agreement]

TEXAS CAPITAL,

as Consenting Lender, Extending Lender and Incremental Revolving Lender,

By:

/s/ Dan Clubb

Name:

Dan Clubb

Title:

Director

[Signature Page to Third Amendment to Credit Agreement]

Annex A

Amended Credit Agreement

See attached.

Conformed through Amendment No. 3

ANNEX A

ABL CREDIT AGREEMENT

Dated as of August 23, 2019

as amended by that certain

Amendment No. 1 dated as of June 12, 2023

Amendment No. 2 dated as of June 12, 2025

Amendment No. 3 dated as of May 15, 2026

among

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

as the Parent Borrower,

CLEAR CHANNEL OUTDOOR, LLC,

1567 MEDIA LLC,

CLEAR CHANNEL ADSHEL, INC.

CLEAR CHANNEL OUTDOOR HOLDINGS COMPANY CANADA,

CLEAR CHANNEL SPECTACOLOR, LLC,

IN-TER SPACE

SERVICESCLEAR CHANNEL AIRPORTS,

INC.

and

OUTDOOR MANAGEMENT SERVICES, INC.,

as the Borrowers

DEUTSCHE BANK AG NEW YORK BRANCH,

as Administrative Agent, Collateral Agent,

Swingline Lender, and an L/C Issuer,

THE OTHER LENDERS AND L/C ISSUERS PARTY HERETO,

DEUTSCHE BANK SECURITIES INC., CITIBANK N.A.,

GOLDMAN SACHS BANK USA, JPMORGAN

CHASE BANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC. AND U.S. BANK

NATIONAL ASSOCIATION

as Joint Lead Arrangers and Joint Bookrunners

and

DEUTSCHE BANK SECURITIES INC., CITIBANK N.A.,

GOLDMAN SACHS BANK USA, JPMORGAN

CHASE BANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC. AND U.S. BANK

NATIONAL ASSOCIATION

as Co-Documentation Agents

Table of Contents

Page

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01

Defined Terms

SECTION 1.02

Other Interpretive Provisions

SECTION 1.03

Accounting Terms

SECTION 1.04

Rounding

SECTION 1.05

References to Agreements, Laws, Etc.

SECTION 1.06

Times of Day

SECTION 1.07

Timing of Payment or Performance

SECTION 1.08

Exchange Rates; Currency Equivalents Generally

SECTION 1.09

Letter of Credit Amounts

SECTION 1.10

Limited Condition Transactions

SECTION 1.11

Leverage Ratios

SECTION 1.12

Cashless Rolls

SECTION 1.13

Certain Calculations and Tests

SECTION 1.14

Additional Alternative Currencies

SECTION 1.15

Change of Currency

SECTION 1.16

Successor Companies

SECTION 1.17

Rates

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

SECTION 2.01

The Loans

SECTION 2.02

Borrowings, Conversions and Continuation of Loans

SECTION 2.03

Letters of Credit

SECTION 2.04

Swingline Loans

SECTION 2.05

Prepayments

SECTION 2.06

Termination or Reduction of Commitments

SECTION 2.07

Repayment of Loans

SECTION 2.08

Interest

SECTION 2.09

Fees

SECTION 2.10

Computation of Interest and Fees

SECTION 2.11

Evidence of Indebtedness

SECTION 2.12

Payments Generally

SECTION 2.13

Sharing of Payments

SECTION 2.14

Incremental Credit Extensions

SECTION 2.15

Extensions of Revolving Credit Commitments

SECTION 2.16

Defaulting Lenders

100

SECTION 2.17

Reserves; Changes to Eligibility Criteria

101

ARTICLE III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

SECTION 3.01

Taxes

102

SECTION 3.02

Inability to Determine Rates

105

SECTION 3.03

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Term Benchmark Loans and RFR Loans

106

SECTION 3.04

Funding Losses

107

SECTION 3.05

Matters Applicable to All Requests for Compensation

108

SECTION 3.06

Replacement of Lenders under Certain Circumstances

108

SECTION 3.07

Illegality

109

SECTION 3.08

Survival

110

SECTION 3.09

Benchmark Replacement Setting

110

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

SECTION 4.01

Conditions to Initial Credit Extension

112

SECTION 4.02

Conditions to All Credit Extensions

114

ARTICLE V

REPRESENTATIONS AND WARRANTIES

SECTION 5.01

Existence, Qualification and Power; Compliance with Laws

114

SECTION 5.02

Authorization; No Contravention

115

SECTION 5.03

Governmental Authorization; Other Consents

115

SECTION 5.04

Binding Effect

115

SECTION 5.05

Financial Statements; No Material Adverse Effect

115

SECTION 5.06

Litigation

115

SECTION 5.07

Ownership of Property; Liens

116

SECTION 5.08

Environmental Compliance

116

SECTION 5.09

Taxes

116

SECTION 5.10

Compliance with ERISA

117

SECTION 5.11

Subsidiaries; Equity Interests

117

SECTION 5.12

Margin Regulations; Investment Company Act

117

SECTION 5.13

Disclosure

117

SECTION 5.14

Intellectual Property; Licenses, Etc.

117

SECTION 5.15

Solvency

118

SECTION 5.16

Collateral Documents

118

SECTION 5.17

Use of Proceeds

118

SECTION 5.18

Patriot Act

118

SECTION 5.19

Sanctioned Persons

118

SECTION 5.20

FCPA

118

SECTION 5.21

Borrowing Base Certificate

119

ARTICLE VI

AFFIRMATIVE COVENANTS

SECTION 6.01

Financial Statements

119

SECTION 6.02

Certificates; Other Information

120

SECTION 6.03

Notices

121

SECTION 6.04

Maintenance of Existence

121

SECTION 6.05

Maintenance of Properties

121

SECTION 6.06

Maintenance of Insurance

121

SECTION 6.07

Compliance with Laws

122

SECTION 6.08

Books and Records

122

SECTION 6.09

Inspection Rights

122

SECTION 6.10

Covenant to Guarantee Obligations and Give Security

123

SECTION 6.11

Use of Proceeds

125

SECTION 6.12

Further Assurances and Post-Closing Covenants

125

SECTION 6.13

Designation of Subsidiaries

125

SECTION 6.14

Payment of Taxes

125

SECTION 6.15

[Reserved]

126

SECTION 6.16

Nature of Business

126

SECTION 6.17

Fiscal Year

126

SECTION 6.18

Borrowing Base Certificates

126

SECTION 6.19

Cash Management Systems

126

SECTION 6.20

Maintenance of REIT Status

127

ARTICLE VII

NEGATIVE COVENANTS

SECTION 7.01

Liens

127

SECTION 7.02

Investments

131

SECTION 7.03

Indebtedness

134

SECTION 7.04

Fundamental Changes

137

SECTION 7.05

Dispositions

138

SECTION 7.06

Restricted Payments

140

SECTION 7.07

Transactions with Affiliates

143

SECTION 7.08

Prepayments, Etc., of Indebtedness

145

SECTION 7.09

Fixed Charge Coverage Ratio

145

SECTION 7.10

Amendments or Waivers of Organizational Documents

145

SECTION 7.11

Restrictions on Subsidiaries’ Distributions

146

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

SECTION 8.01

Events of Default

146

SECTION 8.02

Remedies Upon Event of Default

149

SECTION 8.03

Exclusion of Immaterial Subsidiaries

149

SECTION 8.04

Application of Funds

149

SECTION 8.05

Right to Cure

151

SECTION 8.06

Change of Control

151

iii

ARTICLE IX

ADMINISTRATIVE AGENT AND OTHER AGENTS

SECTION 9.01

Appointment and Authorization of Agents

152

SECTION 9.02

Delegation of Duties

153

SECTION 9.03

Liability of Agents

153

SECTION 9.04

Reliance by Agents

154

SECTION 9.05

Notice of Default

154

SECTION 9.06

Credit Decision; Disclosure of Information by Agents

155

SECTION 9.07

Indemnification of Agents

155

SECTION 9.08

Agents in their Individual Capacities

155

SECTION 9.09

Successor Agents

156

SECTION 9.10

Administrative Agent May File Proofs of Claim; Credit Bidding

157

SECTION 9.11

Collateral and Guaranty Matters

158

SECTION 9.12

Other Agents; Arrangers and Managers

160

SECTION 9.13

Appointment of Supplemental Administrative Agents

160

SECTION 9.14

Withholding Tax

161

SECTION 9.15

Cash Management Obligations; Secured Hedge Agreements

161

SECTION 9.16

[Reserved]

161

SECTION 9.17

Certain ERISA Matters

161

SECTION 9.18

Erroneous Payments

162

ARTICLE X

MISCELLANEOUS

SECTION 10.01

Amendments, Etc.

163

SECTION 10.02

Notices and Other Communications; Facsimile Copies

164

SECTION 10.03

No Waiver; Cumulative Remedies

166

SECTION 10.04

Attorney Costs and Expenses

166

SECTION 10.05

Indemnification by the Borrower

167

SECTION 10.06

Payments Set Aside

168

SECTION 10.07

Successors and Assigns

168

SECTION 10.08

Confidentiality

173

SECTION 10.09

Setoff

174

SECTION 10.10

Counterparts

174

SECTION 10.11

Integration

175

SECTION 10.12

Survival of Representations and Warranties

175

SECTION 10.13

Severability

175

SECTION 10.14

GOVERNING LAW, JURISDICTION, SERVICE OF PROCESS

175

SECTION 10.15

WAIVER OF RIGHT TO TRIAL BY JURY

176

SECTION 10.16

Binding Effect

176

SECTION 10.17

[Reserved]

176

SECTION 10.18

Lender Action

176

SECTION 10.19

USA PATRIOT Act

176

SECTION 10.20

Acceptable Intercreditor Agreements

177

SECTION 10.21

Obligations Absolute

177

SECTION 10.22

No Advisory or Fiduciary Responsibility

177

SECTION 10.23

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

177

SECTION 10.24

ABL Intercreditor Agreement

178

SECTION 10.25

Acknowledgment Regarding Any Supported QFCs

178

SECTION 10.26

Agency of the Parent Borrower for Each Other Borrower

179

SECTION 10.27

Joint and Several Liability

179

SCHEDULES

1.01A

—

Guarantors

1.01B

—

Excluded Subsidiaries

1.01C

—

Unrestricted Subsidiaries

2.01

—

Commitments

2.03(a)

—

Existing Letters of Credit

5.06

—

Litigation

5.07(b)

—

Material Real Property

5.08

—

Environmental Compliance

5.11

—

Subsidiaries and Other Equity Investments

6.12

—

Post-Closing Covenants

6.19

—

Deposit Accounts

7.01(b)

—

Existing Liens

7.02

—

Existing Investments

7.03(c)

—

Surviving Indebtedness

7.07

—

Transactions with Affiliates

10.02

—

Administrative Agent’s Office, Principal Office, Certain Addresses for Notices

EXHIBITS

Form of

—

Assignment and Assumption

—

Committed Loan Notice

—

Compliance Certificate

—

ABL Intercreditor Agreement

—

Guaranty

F-1

—

Revolving Credit Note

F-2

—

Swingline Note

—

Security Agreement

—

Borrowing Base Certificate

—

[Reserved]

—

[Reserved]

—

United States Tax Compliance Certificates

—

Officer’s Certificate

—

Holdings Covenant

—

Qualified Securitization Financing Notice

ABL CREDIT AGREEMENT

This ABL CREDIT AGREEMENT

is entered into as of August 23, 2019, among Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Parent Borrower”),

Clear Channel Outdoor, LLC, a Delaware corporation (“CCO”), 1567 Media LLC, a Delaware limited liability company (“1567

Media”), Clear Channel Adshel, Inc., a Delaware corporation (“CCA”), Clear Channel Outdoor Holdings Company

Canada, a Delaware corporation (“CCOHCC”), Clear Channel Spectacolor, LLC, a Delaware limited liability company (“CCS”),

In-Ter-Space ServicesClear

Channel Airports, Inc., a Pennsylvania corporation (f/k/a In-Ter

Space Services, Inc.) (“Interspace”), Outdoor Management Services, Inc., a Nevada corporation (“OMS”

and together with CCO, 1567 Media, CCA, CCOHCC, CCS, CCWH and Interspace, the “Initial Subsidiary Borrowers”), Deutsche

Bank AG New York Branch (“DBNY”), as Administrative Agent, Collateral Agent, Swingline Lender and an L/C Issuer, and

each other lender and L/C Issuer from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

PRELIMINARY STATEMENTS

1. The Borrowers intend to

(i) repay the principal, accrued and unpaid interest, fees, premium, if any, and other amounts, under that certain Credit Agreement, dated

as of June 1, 2018, among Clear Channel Outdoor, LLC, as parent borrower, the other borrowers from time to time party thereto, Deutsche

Bank AG New York Branch, as administrative agent (as amended, supplemented or otherwise modified through the date hereof, the “Existing

Credit Facility”), and have all security interests and guarantees terminated and (ii) redeem all of (x) the Senior Unsecured

Notes and (y) the CCIBV Notes (collectively, the “Refinancing”).

2. The Borrowers have, substantially

concurrently with the entry into this Agreement, issued and sold the Senior Secured Notes, yielding up to $1,250,000,000 in gross cash

proceeds and has entered into that certain Term/Revolver Credit Agreement.

3. The proceeds of Revolving

Credit Loans, Swingline Loans and Letters of Credit will be used for working capital and other general corporate purposes of the Borrowers

and their Subsidiaries, including Capital Expenditures and the financing of Permitted Acquisitions.

4. The applicable Lenders

have indicated their willingness to lend, and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case, on

the terms and subject to the conditions set forth herein.

In consideration of the mutual

covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions and Accounting Terms

SECTION 1.01 Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“2028 Senior Secured

Notes” means 9.000% senior secured notes due 2028 issued by the Borrower, as Issuer, on August 22, 2023.

“2028 Senior Unsecured

Notes” means 7.750% senior unsecured notes due 2028 issued by the Borrower, as Issuer, on February 17, 2021.

“2029 Senior Unsecured

Notes” means 7.500% senior unsecured notes due 2029 issued by the Borrower, as Issuer, on June 1, 2021.

“2030 Senior Secured

Notes” means 7.875% senior secured notes due 2030 issued by the Borrower, as Issuer, on March 18, 2024.

“2031

Senior Secured Notes” means 7.125% senior secured notes due 2031 issued by the Borrower, as Issuer, on August 4, 2025.

“2033

Senior Secured Notes” means 7.500% senior secured notes due 2033 issued by the Borrower, as Issuer, on August 4, 2025.

“20-Day Specified

Excess Availability” means the average daily amount of Specified Excess Availability during the 20-consecutive period immediately

preceding the proposed transaction for which Specified Excess Availability is being measured.

“ABL Intercreditor

Agreement” means the ABL Intercreditor Agreement, dated as of the date hereof and substantially in the form of Exhibit D, among

the Collateral Agent, U.S. Bank National Association, as collateral agent under the Senior Secured Notes, the Term/Revolver Facility Collateral

Agent, and the representatives for purposes thereof for holders of one or more other classes of Indebtedness, the Borrowers and the other

parties thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof

and of this Agreement, and which shall also include any replacement intercreditor agreement entered into in accordance with the terms

hereof.

“ABL Priority Collateral”

has the meaning assigned to such term in the ABL Intercreditor Agreement.

“Acceptable Intercreditor

Agreement” means a customary intercreditor agreement, subordination agreement, collateral trust agreement or other intercreditor

arrangement (which may, if applicable, consist of a payment waterfall), which subordinates the Liens on the ABL Priority Collateral securing

the applicable obligations or Indebtedness to the Liens on the ABL Priority Collateral securing the Obligations, in form and substance

reasonably acceptable to the Administrative Agent and the Borrowers, which shall be deemed reasonably acceptable to the Administrative

Agent and the Lenders if (a) substantially in the form of the ABL Intercreditor Agreement or (b) it (or any material changes to any such

agreement specified in clause (a) or previously entered into pursuant to clause (b)) is posted to the Platform and (i) is

accepted by the Required Lenders and/or (ii) not otherwise objected to by the Required Lenders within 5 Business Days of being posted.

“Accounting Changes”

has the meaning specified in Section 1.03(d).

“Account(s)”

means collectively (i) any right to payment of a monetary obligation arising from the provision of merchandise, goods or services by any

Loan Party or any of its Subsidiaries in the course of their respective operations and (ii) without duplication, any “account”

(as that term is defined in the UCC), any accounts receivable, any “payment intangibles” (as that term is defined in the UCC)

and all other rights to payment and/or reimbursement of every kind and description, whether or not earned by performance, of any Loan

Party or any of its Subsidiaries in each case arising in the course of their respective operations.

“Account Debtor”

means a Person who is obligated under an Account, Chattel Paper or General Intangible.

“Acquired Borrowing

Base Collateral” has the meaning set forth in the definition of “Borrowing Base.”

“Acquired EBITDA”

means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period

of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable, all as determined on a consolidated

basis for such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable.

“Acquired Entity

or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”

“Acquisition Date”

has the meaning set forth in the definition of “Borrowing Base.”

“Additional Loan

Party” has the meaning specified in Section 6.10(a).

“Adjustment Date”

has the meaning specified in the definition of “Applicable Rate.”

“Adjusted Daily

Simple RFR” means, for any day (an “RFR Rate Day”), a rate per annum equal to, for any Obligations, interest,

fees, commissions or other amounts denominated in, or calculated with respect to Pounds Sterling, the greater of (i) the sum of (A) SONIA

for the day (such day, a “Sterling RFR Determination Day”) that is five (5) RFR Business Days prior to (I) if such

RFR Rate Day is an RFR Business Day, such RFR Rate Day or (II) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately

preceding such RFR Rate Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website;

provided that if by 5:00 p.m. (London time) on the second (2nd) RFR Business Day immediately following any Sterling RFR Determination

Day, SONIA in respect of such Sterling RFR Determination Day has not been published on the SONIA Administrator’s Website and a Benchmark

Replacement Date with respect to the Adjusted Daily Simple RFR for Pounds Sterling has not occurred, then SONIA for such Sterling RFR

Determination Day will be SONIA as published in respect of the first preceding RFR Business Day for which such SONIA was published on

the SONIA Administrator’s Website; provided further that SONIA as determined pursuant to this proviso shall be utilized for

purposes of calculation of Adjusted Daily Simple RFR for no more than three (3) consecutive RFR Rate Days and (B) the SONIA Adjustment

and (ii) the Floor. Any change in Adjusted Daily Simple RFR due to a change in the applicable RFR shall be effective from and including

the effective date of such change in the RFR without notice to the Borrower.

“Adjusted Term SOFR”

means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment;

provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be

the Floor.

“Administrative

Agent” means, subject to Section 9.13, DBNY, in its capacity as administrative agent under the Loan Documents, or any

successor administrative agent appointed in accordance with Section 9.09.

“Administrative

Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account

as set forth on Schedule 10.02 with respect to such currency, or such other address or account as the Administrative Agent may

from time to time notify the Parent Borrower and the Lenders.

“Administrative

Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial

Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate”

means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled

by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of

the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power,

by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Affiliated Lender”

means the Parent Borrower (or any parent entity thereof) and its Subsidiaries.

“Agency Fee Letter”

means that certain Agency Fee Letter, dated as of the date hereof, between the Parent Borrower and DBNY, as amended, supplemented or otherwise

modified from time to time.

“Agent Parties”

has the meaning specified in Section 10.02(c).

“Agent-Related Persons”

means the Agents, together with their respective Affiliates, and the partners, officers, directors, employees, agents, trustees, administrators,

managers, advisors, other representatives and attorneys-in-fact and successors and permitted assigns of such Persons and Affiliates.

“Agents”

means, collectively, the Administrative Agent, the Collateral Agent, and the Supplemental Administrative Agents (if any).

“Aggregate Commitments”

means the Commitments of all the Lenders.

“Aggregate Revolving

Credit Commitments” means the Revolving Credit Commitments of all the Revolving Credit Lenders. The amount of the Aggregate

Revolving Credit Commitments on the Closing Date is $125,000,000. The amount of the Aggregate Revolving Credit Commitments on the First

Amendment Effective Date is $175,000,000. The amount of the Aggregate Revolving Credit Commitments on the Second Amendment Effective

Date is $200,000,000. The amount of the Aggregate Revolving Credit Commitments on the Third Amendment Effective

Date is $250,000,000.

“Agreement”

means this Credit Agreement.

“Agreement Currency”

has the meaning specified in Section 1.08(f).

“Alternative Currency”

means, with respect to Revolving Loans and Letters of Credit, Euros, Canadian Dollars and Pounds Sterling and other currencies to the

extent specified on Schedule 2.03(a) or as may be added with the consent of all Revolving Credit Lenders or the applicable L/C

Issuer, as the case may be, in accordance with Section 1.14.

“Alternative Currency

Equivalent” means, with respect to an amount denominated in any Alternative Currency, such amount, and with respect to an amount

denominated in Dollars or another Alternative Currency, the equivalent in such Alternative Currency of such amount determined at the Exchange

Rate on the applicable Valuation Date.

“Anti-Corruption

Laws” has the meaning specified in Section 5.20.

“Applicable Adjusted

Percentage” means, with respect to any Revolving Credit Lender at any time, its percentage of the Revolving Credit Facility

computed as set forth in the definition of “Applicable Percentage” but with reference only to the Revolving Credit Commitments

of all Non-Defaulting Lenders at such time. Absent the existence of one or more Defaulting Lenders at any time of determination, the Applicable

Adjusted Percentage of each Revolving Credit Lender shall equal its Applicable Percentage. The Applicable Adjusted Percentage of each

Revolving Credit Lender shall adjust automatically whenever a Lender becomes or ceases to be a Defaulting Lender.

“Applicable Lending

Office” means for any Lender, such Lender’s office, branch or affiliate designated for Term Benchmark Loans, RFR Loans,

Base Rate Loans, L/C Advances or Letters of Credit, as applicable, as notified to the Administrative Agent, any of which offices may be

changed by such Lender.

“Applicable Fee

Rate” means (i) from the Closing Date until September 30, 2019, 0.25% and (ii) from and after October 1, 2019, the applicable

percentage per annum set forth below determined by reference to the average daily Revolving Credit Exposure for the immediately preceding

fiscal quarter:

Pricing Level

Average daily Revolving

Credit Exposure

(as a percentage of

Revolving Credit Commitments)

Applicable Fee Rate

≥ 66.6%

0.25 %

< 66.6% ≥ 33.3%

0.3125 %

III

<33.3

0.375 %

Any increase or decrease

in the Applicable Fee Rate resulting from a change in the Average daily Revolving Credit Exposure shall become effective as of the first

calendar day of each fiscal quarter. Average daily Revolving Credit Exposure shall be calculated by the Administrative Agent based on

the Administrative Agent’s records. If the Borrowing Base Certificate (including any required financial information in support thereof)

of the Borrowers is not received by the Administrative Agent by the date required pursuant to Section 6.18, then upon the request

of the Administrative Agent, the Applicable Rate shall be determined as if the average daily Revolving Credit Exposure for the immediately

preceding fiscal quarter is at Level II until such time as such Borrowing Base Certificate and supporting information are received. For

the fiscal quarter ending September 30, 2019, any day preceding August 23, 2019 shall be ignored for the purpose of calculating the average

daily Revolving Credit Exposure.

“Applicable Percentage”

means, at any time (a) with respect to any Lender with a Commitment of any Class, the percentage equal to a fraction the numerator of

which is the amount of such Lender’s Commitment of such Class at such time and the denominator of which is the aggregate amount

of all Commitments of such Class of all Lenders (and with respect to any Letters of Credit issued or participations purchased therein

by any Revolving Credit Lender or any participations in any Swingline Loans purchased by any Revolving Credit Lender, as the context requires,

the percentage equal to a fraction the numerator of which is the amount of such Revolving Credit Lender’s Revolving Credit Commitment

at such time and the denominator of which is the Revolving Credit Commitments of all Revolving Credit Lenders) (provided that (i)

in the case of Section 2.16 when a Defaulting Lender shall exist, “Applicable Percentage” with respect to any Revolving

Credit Facility shall be determined by disregarding any Defaulting Lender’s Revolving Credit Commitment under such Revolving Credit

Facility and (ii) if the Revolving Credit Commitments under any Revolving Credit Facility have terminated or expired, the Applicable Percentages

of the Lenders under such Revolving Credit Facility shall be determined based upon the Revolving Credit Commitments most recently in effect)

and (b) with respect to the Loans of any Class, a percentage equal to a fraction the numerator of which is such Lender’s Outstanding

Amount of the Loans of such Class and the denominator of which is the aggregate Outstanding Amount of all Loans of such Class.

“Applicable Rate”

means in connection with Revolving Credit Loans and Letter of Credit fees, a percentage per annum equal to from and after the First Amendment

Effective Date, the percentages per annum set forth in the table below, based upon the Average Excess Availability for the most recent

fiscal quarter of the Borrower:

Pricing Level

Average Excess

Availability

Letter of

Credit Fees

Base Rate

Loans

Term Benchmark

Loans

RFR Loans

≥ 66.6%

1.50 %

0.50 %

1.50 %

< 66.6% ≥ 33.3%

1.75 %

1.00 %

1.75 %

III

<33.3

2.00 %

1.50 %

2.00 %

Any increase or decrease

in the Applicable Rate resulting from a change in Average Excess Availability shall become effective as of the first calendar day of each

fiscal quarter (the “Adjustment Date”). If a Borrowing Base Certificate (including any required financial information

in support thereof) is not delivered within the time frame set forth in Section 6.18, the Applicable Rate set forth in “Pricing

Level III”, in the applicable table, shall apply commencing with the first Business Day immediately following such date and continuing

until the first Business Day immediately following the delivery of such Borrowing Base Certificate.

Notwithstanding the foregoing,

the Applicable Rate in respect of any Class of Additional Revolving Credit Commitments or Extended Revolving Credit Commitments and any

Revolving Credit Loans made pursuant to any Additional Revolving Credit Commitments or Extended Revolving Credit Commitments shall be

the applicable percentages per annum set forth in the relevant Incremental Facility Amendment or Extension Offer.

“Appropriate Lender”

means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to any Letters of Credit, (i)

the relevant L/C Issuer and (ii) the relevant Revolving Credit Lenders and (c) with respect to the Swingline Loans, (i) the Swingline

Lender and (ii) the Revolving Credit Lenders.

“Approved Currency”

means Dollars and any Alternative Currency.

“Approved Foreign

Bank” has the meaning specified in the definition of “Cash Equivalents.”

“Approved Fund”

means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender

or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“Assignees”

has the meaning specified in Section 10.07(b).

“Assignment and

Assumption” means (a) an Assignment and Assumption substantially in the form of Exhibit A or any other form (including

electronic documentation generated by Clearpar® or other electronic platform) approved by the Administrative Agent.

“Attorney Costs”

means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness”

means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet

of such Person prepared as of such date in accordance with GAAP.

“Audited Financial

Statements” means the audited consolidated balance sheets of the Parent Borrower and its Restricted Subsidiaries for the fiscal

years ended December 31, 2016, December 31, 2017 and December 31, 2018.

“Auto-Extension

Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Availability Conditions”

shall be deemed to be satisfied only if:

(i) the Revolving Credit

Exposure of each Revolving Credit Lender does not exceed such Revolving Credit Lender’s Revolving Credit Commitment; and

(ii) Excess Availability

shall be greater than $0.

“Availability Period”

means the period from the Closing Date to but excluding the earlier of the Maturity Date for the Revolving Credit Facility and the date

of termination of the Revolving Credit Commitments in accordance with the terms of this Agreement.

“Availability Reserve”

means, without duplication, reserves that are not otherwise expressly addressed or excluded through eligibility criteria, (i) any Hedge

Product Reserves and (ii) such other reserves, subject to Section 2.17, as the Administrative Agent, in its Permitted Discretion, determines

as being appropriate.

“Available Amount”

means, at any time (the “Available Amount Reference Time”), without duplication, an amount (which shall not be less

than zero) equal to the sum of:

(a) [reserved];

(b) [reserved];

contributions (including mergers or consolidations that have a similar effect, with the amount of any non-cash contributions made in connection

therewith being determined based on the fair market value (as reasonably determined by the Parent Borrower) thereof) or net cash proceeds

from any Permitted Equity Issuance (or issuance of debt securities that have been converted into or exchanged for Qualified Equity Interests)

(other than any Cure Amount, “Cure Amount” as defined in the Term/Revolver Credit Agreement as in effect on the date hereof

or any other capital contributions or equity or debt issuances to the extent utilized in connection with other transactions permitted

pursuant to Section 7.02, Section 7.03, Section 7.06 or Section 7.08) received by or made to the Parent Borrower during the period from

and including the Business Day immediately following the Closing Date through and including the Available Amount Reference Time; plus

(d) the aggregate amount

of Retained Declined Proceeds (as such term is defined in the Term/Revolver Credit Agreement as in effect on the date hereof) and Specified

Asset Sale Proceeds (as such term is defined in the Term/Revolver Credit Agreement as in effect on the date hereof) during the period

from the Business Day immediately following the Closing Date through and including the Available Amount Reference Time; plus

(e) to the extent not (i)

already included in the calculation of Consolidated Net Income of the Parent Borrower and the Restricted Subsidiaries or (ii) already

reflected as a return of capital or deemed reduction in the amount of such Investment pursuant to clauses (f), (g), (h) or (i) of this

definition or any other provision of Section 7.02, the aggregate amount of all cash dividends and other cash distributions received by

the Parent Borrower or any Restricted Subsidiary from any Unrestricted Subsidiary, JV Entity or minority Investment during the period

from the Business Day immediately following the Closing Date through and including the Available Amount Reference Time from the Business

Day immediately following the Closing Date through and including the Available Amount Reference Time; plus

(f) to the extent not (i)

already included in the calculation of Consolidated Net Income of the Parent Borrower and the Restricted Subsidiaries, (ii) already reflected

as a return of capital or deemed reduction in the amount of such Investment pursuant to clauses (e), (g), (h) or (i) of this definition

or any other provision of Section 7.02, or (iii) used to prepay Term/Revolver Obligations in accordance with the Term/Revolver Credit

Agreement as in effect on the date hereof, the aggregate amount of all cash proceeds received by the Parent Borrower or any Restricted

Subsidiary in connection with (x) the sale, transfer or other disposition of its direct or indirect ownership interest (including Equity

Interests) in any Unrestricted Subsidiary, JV Entity or minority Investment or (y) the sale, transfer or other disposition of any assets

of any Unrestricted Subsidiary, JV Entity or minority Investment, in each case, from the Business Day immediately following the Closing

Date through and including the Available Amount Reference Time; plus

(g) to the extent not (i)

already included in the calculation of Consolidated Net Income of the Parent Borrower and the Restricted Subsidiaries or (ii) already

reflected as a return of capital or deemed reduction in the amount of such Investment pursuant to clauses (e), (f), (h) or (i) of this

definition or any other provision of Section 7.02, the aggregate amount of all cash or Cash Equivalent interest, returns of principal,

cash repayments and similar payments received by the Parent Borrower or any Restricted Subsidiary from any Unrestricted Subsidiary, JV

Entity or minority Investment, from the Business Day immediately following the Closing Date through and including the Available Amount

Reference Time in respect of Loans or advances made by the Parent Borrower or any Restricted Subsidiary to such Unrestricted Subsidiary,

JV Entity or minority Investment; plus

(h) to the extent not (i)

already included in the calculation of Consolidated Net Income of the Parent Borrower and the Restricted Subsidiaries or (ii) already

reflected as a return of capital or deemed reduction in the amount of such Investment pursuant to clauses (e), (f), (g) or (i) of this

definition or any other provision of Section 7.02, (1) an amount equal to any returns in cash and Cash Equivalents (including dividends,

interest, distributions, returns of principal, sale proceeds, repayments, income and similar amounts) actually received by the Parent

Borrower or any Restricted Subsidiary in respect of any Investments pursuant to Section 7.02; provided, that with respect to Investments

made under Section 7.02(n), in no case shall such amount exceed the amount of such Investment made using the Available Amount pursuant

to Section 7.02(n) and (2) the fair market value of any Unrestricted Subsidiary which is re-designated as a Restricted Subsidiary or merged,

liquidated, consolidated or amalgamated into the Parent Borrower or any Restricted Subsidiary, in each case, from the Business Day immediately

following the Closing Date through and including the Available Amount Reference Time; minus

(i) the aggregate amount

of (i) any Investments made pursuant to Section 7.02(n) (net of any return of capital in respect of such Investment or deemed reduction

in the amount of such Investment, including, without limitation, upon the redesignation of any Unrestricted Subsidiary as a Restricted

Subsidiary or the sale, transfer, lease or other disposition of any such Investment), (ii) the initial principal amount of any Indebtedness

incurred prior to such time pursuant to Section 7.03(v) (net of any forgiveness of principal of such Indebtedness by the lender thereof),

(iii) any Restricted Payment made pursuant to Section 7.06(k) and (iv) any payments made pursuant to Section 7.08(a)(iii)(B), in each

case, during the period commencing on the Closing Date through and including the Available Amount Reference Time (and, for purposes of

this clause (i), without taking account of the intended usage of the Available Amount at such Available Amount Reference Time).

“Available Amount

Reference Time” has the meaning specified in the definition of “Available Amount.”

“Average Excess

Availability” means, on the applicable Adjustment Date, average Excess Availability, expressed as a percentage of the Line Cap,

for each day during the preceding fiscal quarter; provided that, for the fiscal quarter ending September 30, 2019, any day preceding

August 23, 2019 shall be ignored for purposes of this definition.

“Available Tenor”

means, as of any date of determination and with respect to the then-current Benchmark for any Approved Currency, as applicable, (x) if

such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of

an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark

(or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to

such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for

such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.09(d).

“Bail-In Action”

means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an

EEA Financial Institution.

“Bail-In Legislation”

means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the

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

is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act

2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution

of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration

or other insolvency proceedings).

“Bankruptcy Code”

means Title 11 of the United States Code, as amended.

“Base Rate”

means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest

of:

(a) the rate of interest

in effect for such day as publicly announced from time to time by DBNY as its “prime rate”;

(b) 1⁄2 of 1.00% per

annum above the Federal Funds Rate;

(d) Adjusted Term SOFR for

a one-month tenor in effect on such day plus 1.00%. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate

or Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate

or Adjusted Term SOFR, respectively.

The “prime rate” is a rate set by

DBNY based upon various factors including DBNY’s costs, general economic conditions and other factors, and is used as a reference

point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by

DBNY shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan”

means a Loan that bears interest at a rate based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

“Base Rate Term

SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Benchmark”

means, initially, with respect to any (i) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with

respect to, Dollars, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the

Term SOFR Reference Rate or then-current Benchmark for Dollars, then “Benchmark” means, with respect to such Obligations,

interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced

such prior benchmark rate pursuant to Section 3.09(a), (ii) Obligations, interest, fees, commissions or other amounts denominated in,

or calculated with respect to, Pounds Sterling, the Adjusted Daily Simple RFR; provided that if a Benchmark Transition Event has

occurred with respect to such Adjusted Daily Simple RFR or the then-current Benchmark for Pounds Sterling, then “Benchmark”

means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent

that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.09(a) and (iii) Obligations, interest, fees,

commissions or other amounts denominated in, or calculated with respect to, Euros or Canadian Dollars, EURIBOR or CDOR, respectively;

provided that if a Benchmark Transition Event has occurred with respect to EURIBOR or CDOR, as applicable, or the then-current

Benchmark for such currency, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other

amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant

to Section 3.09(a).

“Benchmark Replacement”

means, with respect to any Benchmark Transition Event or Other Benchmark Rate Election, the first alternative set forth in the order below

that can be determined by the Administrative Agent and the Parent Borrower for the applicable Benchmark Replacement Date; provided, that

with respect to a Benchmark with respect to any Obligations, interest, fees, commissions or other amounts denominated in any currency

other than Dollars or Canadian Dollars or calculated with respect thereto, the alternative set forth in clause (b) below:

(a) (x) in the case of any Loan denominated in

Dollars, the sum of (i) Daily Simple SOFR and (ii) 0.10% and (y) in the case of any Loan denominated in Canadian Dollars, the first of

the following alternatives that can be determined by the Administrative Agent (A) the sum of (i) Term CORRA and (ii) 0.29547% (29.547

basis points) for an Available Tenor of one-month’s duration, and 0.32138% (32.138 basis points) for an Available Tenor of three-months’

duration or (B) the sum of: (i) Daily Compounded CORRA and (ii) 0.32138% (32.138 basis points) for an Available Tenor of three-months’

duration; or

(b) the sum of: (i) the alternate benchmark rate

that has been selected by the Administrative Agent and the Parent Borrower as replacement for such Benchmark giving due consideration

to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental

Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for

syndicated credit facilities denominated in the applicable Approved Currency at such time and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant

to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of

this Agreement and the other Loan Documents.

“Benchmark Replacement

Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the

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

that has been selected by the Administrative Agent and the Parent Borrower giving due consideration to (a) any selection or recommendation

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

applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention

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

with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Approved Currency

at such time.

“Benchmark Replacement

Date” means the earliest to occur of the following events with respect to the then-current Benchmark for any Approved Currency:

(a) in the case of clause

(a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication

of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the

calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is

a term rate, all Available Tenors of such Benchmark (or such component thereof);

(b) in the case of clause

(c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or

the published component used in the calculation thereof) have been determined and announced by the regulatory supervisor for the administrator

of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by

reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark

(or such component thereof) continues to be provided on such date; or

Benchmark Rate Election, the sixth (6th) Business Day after the date notice of such Other Benchmark Rate Election is provided to the Lenders,

so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date

notice of such Other Benchmark Rate Election is provided to the Lenders, written notice of objection to such Other Benchmark Rate Election

from Lenders comprising the Required Lenders.

For the avoidance of doubt, if such Benchmark

is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect

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

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

“Benchmark Transition

Event” means, with respect to the then-current Benchmark for any Currency, the occurrence of one or more of the following events

with respect to such Benchmark:

(a) a public statement or

publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation

thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such

Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided

that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or

such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof)

(b) a public statement or

publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the

calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, the central bank for the Alternative Currency applicable

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

authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency

or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark

(or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate,

all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement

or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such

Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the

calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors

of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt,

if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark

if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of

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

“Benchmark Transition

Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date

and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior

to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective

event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability

Period” means, with respect to any then-current Benchmark for any Approved Currency, the period (if any) (a) beginning at the

time that a Benchmark Replacement Date with respect to such Benchmark has occurred if, at such time, no Benchmark Replacement has replaced

such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.10 and (b) ending at the time that

a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section

3.09.

“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 or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes

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

“BHC Act Affiliate”

has the meaning specified in Section 10.25.

“Billboard”

means any outdoor display used to advertise products and services, including all billboards, transit displays, mall displays, parking

garage displays, electronic displays and related structures and any ownership or leasehold interests in any of the foregoing.

“Billboard Collateral”

means all of the Parent Borrower and any Loan Party’s interest in and to any Billboard, including any such interest which is or

becomes so related to any real property that an interest in any such Billboard arises under the real property law of the state in which

such Billboard is situated.

“Bona Fide Lending

Affiliate” means, with respect to any Competitor, any debt fund, investment vehicle, regulated bank entity or unregulated lending

entity (in each case, other than a Person separately identified to the Lead Arrangers in writing prior to the Closing Date) that is (i)

engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course

of business and (ii) managed, sponsored or advised by any Person that is controlling, controlled by or under common control with such

Competitor or Affiliate thereof, as applicable, but only to the extent that no personnel involved with the investment in such Competitor

or affiliate thereof, as applicable, (x) makes (or has the right to make or participate with others in making) investment decisions on

behalf of such debt fund, investment vehicle, regulated bank entity or unregulated lending entity or (y) has access to any information

(other than information that is publicly available) relating to the Parent Borrower or any entity that forms a part of its businesses

(including any of its Subsidiaries or parent entities).

“Borrower Materials”

has the meaning specified in Section 6.02.

“Borrowers”

means the Parent Borrower and the Subsidiary Borrowers, jointly, severally and collectively, and “Borrower” shall mean

any of them.

“Borrowing”

means Loans of the same Class, Type and currency, made, converted or continued on the same date and, in the case of Term Benchmark Loans,

as to which a single Interest Period is in effect.

“Borrowing Base”

means, on any date, an amount equal to (x) 85% multiplied by the book value of Eligible Accounts (which at any time shall be determined

by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.18 or, in the case

of the period commencing on the Closing Date until the date on which the first Borrowing Base Certificate is delivered to the Administrative

Agent pursuant to Section 6.18, the Borrowing Base Certificate that was delivered under the Existing Credit Facility to DBNY, as administrative

agent thereunder, for the fiscal month ending July 31, 2019 minus (y) any Availability Reserves.

The Borrowing Base shall

be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to this Agreement.

In addition, in connection with any Permitted Acquisition or other Investment, the Parent Borrower may submit a Borrowing Base Certificate

reflecting a calculation of the Borrowing Base that includes Eligible Accounts acquired in connection with such Permitted Acquisition

or other Investment (the “Acquired Borrowing Base Collateral”) and, from and after the Acquisition Date (as defined

below), the Borrowing Base hereunder shall be calculated giving effect thereto; provided that prior to the completion of a field

examination with respect to such Acquired Eligible Borrowing Base Collateral such adjustment to the Borrowing Base shall only be available

if a Desktop Audit has been completed and shall be limited to from the date such Permitted Acquisition or other Investment is consummated

(the “Acquisition Date”) until the date that is 90 days after the Acquisition Date (or such later date as may be agreed by

the Administrative Agent in its sole discretion), 70% of the Acquired Borrowing Base Collateral (based on such Desktop Audit); provided

that from the 91st day following the Acquisition Date (or such later day as the Administrative Agent may agree in its sole discretion),

the Borrowing Base shall be calculated without reference to the Acquired Borrowing Base Collateral; it being understood and agreed that

there shall be no Default or Event of Default solely as a result of a failure to complete and deliver such field examination on or prior

to the dates indicated above.

“Borrowing Base

Certificate” means a certificate, duly executed by a Responsible Officer or controller of the Parent Borrower, appropriately

completed and substantially in the form of Exhibit H hereto or another form that is acceptable to the Administrative Agent in its reasonable

discretion.

“Borrowing Minimum”

means (a) with respect to Term Benchmark Loans and RFR Loans, $1,000,000 and (b) with respect to Base Rate Loans, $100,000.

“Borrowing Multiple”

means $100,000.

“Business Day”

means any day that is not a Saturday, Sunday or other day on which commercial banks in the state where the Administrative Agent’s

office is located are authorized or required by law to remain closed, or are in fact closed with respect to obligations denominated in

Dollars is located and:

(a) if such day relates to

any interest rate settings as to a Term Benchmark Loan denominated in Dollars, any fundings, disbursements, settlements and payments in

Dollars in respect of any such Term Benchmark Loan, or any other dealings in dollars to be carried out pursuant to this Agreement in respect

of any such Term Benchmark Loan, means any such day that is also a U.S. Government Securities Business Day;

(b) if such day relates to

any interest rate settings as to a Term Benchmark Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro

in respect of any such Term Benchmark Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any

such Term Benchmark Loan, means a TARGET Day;

any interest rate settings as to a Term Benchmark Loan denominated in a currency other than Dollars or Euro, means any such day on which

dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank

market for such currency; and

(d) if such day relates to

any interest rate settings as to an RFR Loan denominated in Pounds Sterling, any fundings, disbursements, settlements and payments in

Sterling in respect of any such RFR Loan, or any other dealings in Pounds Sterling to be carried out pursuant to this Agreement in respect

of any such RFR Loan, means any day that is also a an RFR Business Day.

“Canadian Dollars”

means the lawful money of Canada.

“Capital Expenditures”

means, for any period, the aggregate of, without duplication, (a) all expenditures (whether paid in cash or accrued as liabilities and

including Capitalized Research and Development Costs and Capitalized Software Expenditures) by the Parent Borrower and its Restricted

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

plant or equipment reflected in the consolidated balance sheets of the Parent Borrower and its Restricted Subsidiaries and (b) Capitalized

Lease Obligations incurred by the Parent Borrower and its Restricted Subsidiaries during such period.

“Capitalized Lease

Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized

Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto)

prepared in accordance with GAAP.

“Capitalized Leases”

means all leases that are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes

hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance

with GAAP; provided that all obligations of the Parent Borrower and its Restricted Subsidiaries that are or would be characterized

as an operating lease as determined in accordance with GAAP as in effect on December 15, 2018 (whether or not such operating lease was

in effect on such date) shall continue to be accounted for as an operating lease (and not as a Capitalized Lease) for purposes of this

Agreement regardless of any change in GAAP following December 15, 2018 (or any change in the implementation in GAAP for future periods

that are contemplated as of December 15, 2018) that would otherwise require such obligation to be recharacterized as a Capitalized Lease.

“Capitalized Research

and Development Costs” means research and development costs that are required to be, in accordance with GAAP, capitalized.

“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.

“Cash Collateral

Account” means a deposit account at a commercial bank selected by the Administrative Agent in the name of the Administrative

Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory

to the Administrative Agent.

“Cash Collateralize

or Backstop” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative

Agent or any L/C Issuer (as applicable) and the Revolving Credit Lenders, as collateral for L/C Obligations or obligations of Revolving

Credit Lenders to fund participations in respect thereof, cash or deposit account balances denominated, in the case of collateral for

L/C Obligations, in the Approved Currency in which the applicable Letter of Credit was issued, or, if the applicable L/C Issuer benefiting

from such collateral agrees in its reasonable discretion, other credit support (including by backstopping with other letters of credit),

in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent, (b) the applicable

L/C Issuer and (c) the Borrower (which documents are hereby consented to by the Lenders). “Cash Collateral” shall have

a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Dominion Period”

means (a) the period from the date Specified Excess Availability shall have been, for five (5) consecutive Business Days, less than the

greater of (i) $12,500,00015,000,000 and (ii)

10.0% of the Line Cap, to the date Specified Excess Availability shall have been at least equal to the greater of (i) $12,500,00015,000,000

and (ii) 10.0% of the Line Cap for twenty (20) consecutive calendar days or (b) following the occurrence of Specified ABL Event of Default,

the period during which such Specified ABL Event of Default has occurred and is continuing.

“Cash Equivalents”

means any of the following types of Investments, to the extent owned by the Parent Borrower or any Restricted Subsidiary:

(1) (a) Dollars, Canadian

Dollars, Euros, or any national currency of any member state of the European Union or (b) any other foreign currency held by the Parent

Borrower and the Restricted Subsidiaries in the ordinary course of business;

(2) securities issued or

directly and fully and unconditionally guaranteed or insured by the United States or Canadian governments, a member state of the European

Union 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 years from the date of acquisition;

(3) certificates of deposit,

time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances with maturities of one year or less from

the date of acquisition, with any domestic or foreign commercial bank having capital and surplus of not less than $500,000,000 in the

case of U.S. banks and $100,000,000 (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks;

(4) repurchase obligations

for underlying securities of the types described in clauses (2), (3) and (7) of this definition entered into with

any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper rated

at least “P-2” by Moody’s or at least “A-2” by S&P, and in each case maturing within 24 months after

the date of creation thereof and Indebtedness or preferred stock issued by Persons with an Investment Grade Rating from S&P or Moody’s,

with maturities of 24 months or less from the date of acquisition;

(6) marketable short-term

money market and similar securities having a rating of at least “P-2” or “A-2” from either Moody’s or S&P,

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

nationally recognized statistical rating agency selected by the Parent Borrower) and in each case maturing within 24 months after the

date of creation or acquisition thereof;

(7) readily marketable direct

obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof

having an Investment Grade Rating from Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(8) readily marketable direct

obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment

Grade Rating from Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(9) Investments with average

maturities of 12 months or less from the date of acquisition in money market funds rated within the top three ratings category by S&P

or Moody’s;

(10) with respect to any

Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive

office and principal place of business; provided such country is a member of the Organization for Economic Cooperation and Development,

in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers acceptances of, or

time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary

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

Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-1” or the equivalent

thereof or from Moody’s is at least “P-1” or the equivalent thereof (any such bank being an “Approved Foreign

Bank”), and in each case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent of

demand deposit accounts which are maintained with an Approved Foreign Bank;

(11) bills of exchange issued

in the United States, Canada, a member state of the European Union or Japan eligible for rediscount at the relevant central bank and accepted

by a bank (or any dematerialized equivalent);

(12) Cash Equivalents of

the types described in clauses (1) through (11) above denominated in Dollars; and

(13) investment funds investing

at least 90% of their assets in Cash Equivalents of the types described in clauses (1) through (12) above.

“Cash Interest Expense”

means, with respect to any Person for any period, the sum of (a) consolidated total interest expense of such Person and its Restricted

Subsidiaries for such period, that is paid or payable currently in Cash, excluding (i) any costs associated with obtaining, or breakage

costs in respect of, Swap Contracts, (ii) any fees and expenses associated with any permitted disposition and asset sales, acquisitions

and Investments, equity issuances or issuances of Indebtedness (in each case, whether or not consummated), any annual agency fees with

respect to Indebtedness and the Transactions, in each case, otherwise included in total interest expense), (iii) amortization of deferred

financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses and (iv) for the avoidance of doubt, any non-cash

interest expense attributable to any movement in the mark to market valuation of any obligation under any Swap Contract or any other derivative

instrument and/or any payment obligation arising under any Swap Contract or derivative instrument other than any interest rate Hedge or

interest rate derivative instrument with respect to Indebtedness minus (b) consolidated total interest income for such period plus (c)

solely to the extent testing the Payment Conditions in connection with making Restricted Payments under Section 7.06(u), dividends

and other distributions on Disqualified Equity Interests and the CCOH Preferred Stock, in each case to the extent required to be paid

in cash. For purposes of this definition, interest in respect of any Capitalized Lease shall be deemed to accrue at an interest rate reasonably

determined by such Person to be the rate of interest implicit in such Capitalized Leases in accordance with the definition thereof.

“Cash Management

Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, netting services,

cash pooling arrangements, credit or debit card, purchasing card, electronic funds transfer, foreign exchange facilities and other cash

management arrangements.

“Cash Management

Obligations” means the obligations owed by the Parent Borrower or any of its Restricted Subsidiaries to any Cash Management

Bank under any Cash Management Agreement entered into by and between the Parent Borrower or any of its Restricted Subsidiaries and any

Cash Management Bank; provided that in no event shall any Cash Management Agreement constitute a Cash Management Obligation hereunder

to the extent that obligations of any Loan Party or any Restricted Subsidiary under such Cash Management Agreement constitute “Obligations”

under and as defined in the Term/Revolver Credit Agreement.

“Cash Management

Bank” means any Person that, is a Lender, Lead Arranger, an Agent or an Affiliate of a Lender, Lead Arranger, or an Agent (x)

on the Closing Date, with respect to Cash Management Agreements existing on the Closing Date or (y) at the time it enters into a Cash

Management Agreement, in each case, in its capacity as a party to such Cash Management Agreement (regardless of whether such Person subsequently

ceases to be a Lender, Lead Arranger or Agent or an Affiliate of the foregoing).

“Casualty Event”

means any event that gives rise to the receipt by the Parent Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation

awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment,

fixed assets or real property.

“CDOR Rate”

means, with respect to each day during an Interest Period pertaining to a Loan denominated in Canadian Dollars, the interest rate per

annum which is the rate based on the average rate applicable to Canadian Dollar bankers’ acceptances, for a term comparable to such

Interest Period, appearing on the applicable Bloomberg screen page at approximately 10:00 a.m. (Toronto, Ontario time) on the first day

of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market,

as reasonably determined by the Administrative Agent), or if such date is not a Business Day, then on the immediately preceding Business

Day; provided, that to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any

rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided, further

that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied

in a manner as otherwise reasonably determined by the Administrative Agent, in consultation with the Parent Borrower; provided further

that, in no event shall the CDOR Rate be less than 0.00%.

“CCIBV Notes”

means Clear Channel International B.V.’s 8.75% Senior Notes due 2021.

“CCOH Preferred

Stock” means the 45,000 shares of Series A Perpetual Preferred Stock, par value $0.01 per share, issued by the Parent Borrower

to the holders thereof.

“CFC”

means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“Change in Law”

means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation

or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application

thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having

the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank

Wall 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.

“Change of Control”

means, subject to Section 8.06, (i) the consummation of any transaction (including, without limitation, any merger or consolidation)

the result of which is that any “person” (as such term is used in Section 13(d)(3) of the Exchange Act),

other than a Permitted Holder becomes the “beneficial owner”

(as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the total voting power

of all shares of the capital stock of the Parent Borrower entitled to vote generally in elections of directors, (ii) after the consummation

of a transaction described in clause (a) of Section 8.06, Holdings ceases to own, directly or indirectly through any one or more

wholly-owned Restricted Subsidiaries, 100% of the voting Equity Interests of the Borrower and (iii) a “Change of Control”

(or similar event) shall occur under the Senior Secured Notes, the Stepped Up Notes, the Term/Revolver Credit Agreement or any Permitted

Refinancings thereof. Notwithstanding the foregoing, the Permitted Merger

shall be deemed not to constitute a Change of Control for purposes of this Agreement and the other Loan Documents.

“Class”

(a) when used with respect to Lenders, refers to whether such Lenders hold a particular Class of Commitments or Loans, (b) when used with

respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments, Extended Revolving Credit Commitments that

are designated as an additional Class of Commitments, or Additional Revolving Credit Commitments that are designated as an additional

Class of Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such

Borrowing, are Revolving Credit Loans and any Loans made pursuant to any other Class of Commitments.

“Closing Date”

means the date all of the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“Code”

means the U.S. Internal Revenue Code of 1986, as amended.

“Conforming Changes”

means, with respect to either the use or administration of an initial Benchmark or the use, administration, adoption or implementation

of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base

Rate”, the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the

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

timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation

notices, the applicability and length of lookback periods, the applicability of Section 3.03 and other technical, administrative or operational

matters) that the Administrative Agent and the Parent Borrower decide may be appropriate to reflect the adoption and implementation of

any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market

practice (or, if the Administrative Agent and the Parent Borrower decide that adoption of any portion of such market practice is not administratively

feasible or if the Administrative Agent and the Parent Borrower determine that no market practice for the administration of any such rate

exists, in such other manner of administration as the Administrative Agent and the Parent Borrower decide is reasonably necessary in connection

with the administration of this Agreement and the other Loan Documents). Without limiting the foregoing, Conforming Changes made in connection

with the replacement of CDOR with a Benchmark Replacement may include the implementation of mechanics for borrowing Loans that bear interest

by reference to the Benchmark Replacement, to replace the creation or purchase of drafts or bankers’ acceptances.

“Collateral”

means all the “Collateral” (or similar term) as defined in the Collateral Documents and all other property of whatever kind

and nature pledged, charged or in which a Lien is granted or purported to be granted under any Collateral Document; provided that,

“Collateral” shall not include any Excluded Property.

“Collateral Agent”

means DBNY, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent appointed in accordance

with Section 9.09.

“Collateral and

Guarantee Requirement” means, at any time, the requirement that:

(a) the Collateral Agent

shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01(a) or any time

after the Closing Date pursuant to Section 6.10 or Section 6.12 duly executed by each Loan Party that is a party thereto;

(b) all Obligations shall

have been unconditionally guaranteed (the “Guarantees”), jointly and severally, by (i) the Parent Borrower and each

Restricted Subsidiary of the Parent Borrower (other than any Excluded Subsidiary) including as of the Closing Date those that are listed

on Schedule 1.01A hereto, (ii) [reserved] and (iii) with respect to (x) all Obligations (other than its own Obligations) and (y)

the payment and performance by each Specified Loan Party of its obligations under its Guaranty with respect to all Swap Obligations, the

Parent Borrower (each, a “Guarantor”);

the Guarantees shall have been secured pursuant to the Security Agreement or other applicable Collateral Document by a first-priority

security interest in all Equity Interests (other than Excluded Equity) held directly by the Borrowers and the Subsidiary Guarantors, subject

to no Liens other than Permitted Liens and the Collateral Agent shall have received, to the extent the relevant Equity Interests are certificated,

certificates or other instruments representing all such Equity Interests, together with undated stock powers or other instruments of transfer

with respect thereto endorsed in blank and (ii) all Indebtedness owing to any Loan Party that is evidenced by a promissory note or other

instrument with an individual outstanding principal amount in excess of $25,000,000 shall have been delivered to the Collateral Agent

pursuant to the Security Agreement or other applicable Collateral Documents (provided that any promissory notes issued to employees,

officers and directors of any of the Borrowers and their Restricted Subsidiaries shall not be required to be delivered) together with

undated instruments of transfer with respect thereto endorsed in blank, and all intercompany loans shall have been pledged to the Collateral

Agent pursuant to the Security Agreement or other applicable Collateral Documents;

(d) except to the extent

otherwise provided hereunder or under any Collateral Document, the Obligations and the Guarantees shall have been secured by a perfected

security interest in, and mortgages on, substantially all tangible and intangible assets of the Borrowers and each Subsidiary Guarantor

(including, without limitation, accounts receivable, inventory, equipment, investment property, United States intellectual property, intercompany

receivables, other general intangibles (including contract rights), owned (but not leased) real property and proceeds of the foregoing),

in each case, to the extent, and with the priority, required by the Collateral Documents; provided that security interests in real

property (excluding for the avoidance of doubt, Billboard Collateral) shall be limited to the Mortgaged Properties;

(e) none of the Collateral

shall be subject to any Liens other than Permitted Liens;

(f) the Collateral Agent

shall have received (i) counterparts of a Mortgage with respect to each Material Real Property that is not Excluded Property required

to be delivered pursuant to Section 6.10 and/or Section 6.12, as applicable, duly executed and delivered by the record owner

of such property, (ii) a title insurance policy for such Mortgaged Property (or marked-up title insurance commitment having the effect

of a title insurance policy) (the “Mortgage Policies”) insuring the Lien of each such Mortgage as a valid Lien on the

property described therein, with the requisite priority, in an amount not less than 100% of the fair market value of the real property

covered thereby and free of any other Liens except Permitted Liens, together with such endorsements, coinsurance and reinsurance as the

Collateral Agent may reasonably request and to the extent available in each applicable jurisdiction, (iii) a Survey with respect to each

Mortgaged Property, provided, however, that a Survey shall not be required to the extent that (A) an existing survey together

with an “affidavit of no change” satisfactory to the Title Company is delivered to the Collateral Agent and the Title Company

and (B) the Title Company removes the standard survey exception and provides reasonable and customary survey-related endorsements and

other coverages in the applicable Mortgage Policy, (iv) a completed “Life-of-Loan” Federal Emergency Management Agency standard

flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and

flood disaster assistance duly executed by the Borrowers), (v) [reserved], and (vi) an opinion of local counsel addressed to the Administrative

Agent, the Collateral Agent and the other Secured Parties in form and substance reasonably acceptable to the Administrative Agent with

respect to the enforceability and perfection of each Mortgage, and (vii) any existing abstracts and appraisals and other documents as

the Administrative Agent may reasonably request with respect to any such Mortgaged Property; and

(g) except as otherwise contemplated

by this Agreement or any Collateral Document, all certificates, agreements, documents and instruments, including Uniform Commercial Code

financing statements and filings with the United States Patent and Trademark Office and United States Copyright Office, required by the

Collateral Documents or applicable Law to create the Liens on the Collateral intended to be created by the Collateral Documents and perfect

such Liens to the extent required by, and with the priority required by, the Collateral Documents and the other provisions of the term

“Collateral and Guarantee Requirement,” shall have been filed, registered or recorded or delivered to the Collateral Agent

for filing, registration or recording.

The foregoing definition

shall not require the creation or perfection of pledges of or security interests in, or the obtaining of the title insurance or surveys

with respect to, particular assets if and for so long as the Administrative Agent and the Parent Borrower agree in writing that the cost

of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such

assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

The Administrative Agent

may grant extensions of time for the perfection of security interests in or the obtaining of title insurance and surveys with respect

to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan

Parties on such date) required by the Collateral and Guarantee Requirement where it reasonably determines, in consultation with the Parent

Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required

by this Agreement or the Collateral Documents.

Notwithstanding the foregoing

provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:

(A) Liens required to be

granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth

in this Agreement and the Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative

Agent and the Parent Borrower;

(B) the Collateral and Guarantee

Requirement shall not apply to any Excluded Property;

agreement, securities account control agreement or other control agreements or control arrangements shall be required with respect to

any deposit account or securities account other than as set forth in Section 6.19;

(D) other than with respect

to Non-U.S. Discretionary Guarantors (for which actions shall be reasonably agreed between the Administrative Agent and the Parent Borrower),

no actions in any jurisdiction outside of the United States or required by the Laws of any jurisdiction outside of the United States,

shall be required in order to create any security interests in assets located, titled, registered or filed outside of the United States,

or to perfect such security interests (it being understood that there shall be no security agreements, pledge agreements, or share charge

(or mortgage) agreements governed under the Laws of any jurisdiction outside of the United States); and

(E) no stock certificates

evidencing Excluded Equity shall be required to be delivered to the Collateral Agent.

“Collateral Documents”

means, collectively, the Security Agreement, the Mortgages, each of the collateral assignments, Security Agreement Supplements, security

agreements, intellectual property security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent

or the Collateral Agent pursuant to Section 4.01, as applicable, Section 6.10 or Section 6.12, and each of the other

agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Collateral Agent for the benefit

of the Secured Parties.

“Commitment”

means a Revolving Credit Commitment, an Extended Revolving Credit Commitment, an Incremental Revolving Credit Commitment or any combination

thereof, as the context may require.

“Commitment Fee”

has the meaning provided in Section 2.09(a).

“Committed Loan

Notice” means a notice of (a) [reserved], (b) a Revolving Credit Borrowing, (c) a Swingline Borrowing, (d) a conversion

of Loans from one Type to the other, or (e) a continuation of Term Benchmark Loans pursuant to Section 2.02(a), which, if in writing,

shall be substantially in the form of Exhibit B or such other form as may be reasonably approved by the Administrative Agent (including

any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately

completed and signed by a Responsible Officer of the Parent Borrower.

“Commodity Exchange

Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compensation Period”

has the meaning specified in Section 2.12(c)(ii).

“Competitor”

means a competitor of, the Parent Borrower or any of its Subsidiaries.

“Compliance Certificate”

means a certificate substantially in the form of Exhibit C.

“Consolidated Depreciation

and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization

expense, including the amortization of deferred financing fees 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.

“Consolidated EBITDA”

means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(a) increased (without duplication)

by the following:

(i) provision for taxes based

on income or profits or capital, including, without limitation, state franchise, excise and similar taxes, property taxes and foreign

withholding taxes of such Person paid or accrued during such period, including any penalties and interest relating to any tax examinations,

deducted (and not added back) in computing Consolidated Net Income; plus

(ii) (w) consolidated interest

expense of such Person for such period, (x) net losses or any obligations under any Swap Contracts or other derivative instruments entered

into for the purpose of hedging interest rate, currency or commodities risk, (y) bank fees and (z) costs of surety bonds in connection

with financing activities, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus

(iii) 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

(iv) any other non-cash charges,

write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any impairment charges or the impact

of purchase accounting, (excluding any such non-cash charge, write-down or item to the extent it represents an accrual or reserve for

a cash expenditure for a future period) or other items classified by the Parent Borrower as special items less other non-cash items of

income increasing Consolidated Net Income (excluding any such non-cash item of income to the extent it represents a receipt of cash in

any future period); plus

(v) without duplication of

any amounts added back pursuant to clause (xiii) below, 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; plus

(vi) the amount of pro forma

adjustments, including pro forma “run rate” cost savings, operating expense reductions, and other synergies (in each case

net of amounts actually realized) related to acquisitions, dispositions and other Specified Transactions, or related to restructuring

initiatives, cost savings initiatives, entry into new contracts and other initiatives that are reasonably identifiable, factually supportable

and projected by the Parent Borrower in good faith to result from actions that have either been taken, with respect to which substantial

steps have been taken or that are expected to be taken (in the good faith determination of the Parent Borrower) within 24 months after

the date of consummation of such acquisition, disposition or other Specified Transaction or the initiation of such restructuring initiative,

cost savings initiative or other initiatives (including any entry into new contracts); plus

(vii) cash receipts (or any

netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period

to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph

(b) below for any previous period and not added back; plus

(viii) any net loss included

in Consolidated Net Income attributable to non-controlling interests pursuant to the application of Accounting Standards Codification

Topic 810-10-45; plus

(ix) realized foreign exchange

losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheets of the Parent

Borrower and its Restricted Subsidiaries; plus

(x) net realized losses from

Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification

Topic 815 and related pronouncements; plus

(xi) the amount of any charges,

expenses, costs or other payments in respect of (x) facilities no longer used or useful in the conduct of the business of the Parent Borrower

and its Restricted Subsidiaries, (y) abandoned, closed, disposed or discontinued operations and (z) any losses on disposal of abandoned,

closed or discontinued operations; plus

(xii) any non-cash losses

realized in such period in connection with adjustments to any Plan due to changes in actuarial assumptions, valuation or studies; plus

(xiii) any net pension or

other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization

of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of the

initial application of FASB Accounting Standards Codification 715, and any other items of a similar nature; plus

(xiv) costs and expenses

associated with the REIT Election or a REIT Conversion Transaction (including, without limitation, planning and advisory costs related

to the foregoing; and

(b) decreased (without duplication)

by the following:

(i) 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 cash 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

(ii) realized foreign exchange

income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of

the Parent Borrower and its Restricted Subsidiaries; plus

(iii) any net realized income

or gains from any obligations under any Swap Contracts or embedded derivatives that require similar accounting treatment and the application

of Accounting Standard Codification Topic 815 and related pronouncements; plus

(iv) any amount included

in Consolidated Net Income of such Person for such period attributable to non-controlling interests pursuant to the application of Accounting

Standards Codification Topic 810-10-45; plus

(v) any gains on disposal

of abandoned, closed or discontinued operations;

(without duplication) by, as applicable, any adjustments resulting from the application of Accounting Standards Codification Topic 460

or any comparable regulation; and

(d) increased or decreased

(to the extent not already included in determining Consolidated EBITDA) by any Pro Forma Adjustment.

There shall be included in

determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset

acquired by the Parent Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property,

business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed of by the Parent

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

so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted

into a Restricted Subsidiary during such period (each a “Converted Restricted Subsidiary”), based on the actual Acquired

EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring

prior to such acquisition) and (B) an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment

with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as

specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. For purposes of

determining Consolidated EBITDA for any period, there shall be excluded the Disposed EBITDA of any Person, property, business or asset

(other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by

the Parent Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed

of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted

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

such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such

sale, transfer or disposition). Any adjustments in the calculation of Consolidated Net Income shall be without duplication of any adjustment

to Consolidated EBITDA, and any adjustments to Consolidated EBITDA shall be without duplication of any adjustments to Consolidated Net

Income. Unless otherwise specified, all references herein to a “Consolidated EBITDA” shall refer to the Consolidated EBITDA

of the Parent Borrower and its Restricted Subsidiaries on a consolidated basis.

“Consolidated First

Lien Debt” means, as to the Parent Borrower and its Restricted Subsidiaries on a consolidated basis at any date of determination,

the aggregate principal amount of (i) outstanding Loans and (ii) without duplication of the preceding clauses, any other Consolidated

Total Debt outstanding on such date that (x) is secured by a Lien on the Fixed Assets Priority Collateral, other than Liens that are subordinated

or junior to the Liens on Fixed Assets Priority Collateral securing the Term/Revolver Obligations outstanding on the Closing Date and

(y) is not expressly subordinated in right of payment to the Term Obligations.

“Consolidated Interest

Expense” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries

on a consolidated basis, the amount payable as cash interest expense (including that attributable to capital lease), net of cash interest

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

Subsidiaries, including financing and net cash costs (less net cash payments) under any Swap Contract, all commissions, discounts and

other cash fees and charges owed with respect to letter of credit and bankers’ acceptance and the cash interest expense of Indebtedness

for which the proceeds are held in Escrow (except, excluding the interest expense in respect thereof that is covered by such proceeds

held in Escrow), but excluding, for the avoidance of doubt, (a) any non-cash interest expense and any capitalized interest, whether paid

or accrued, (b) the amortization of original issue discount resulting from the issuance of indebtedness at less than par, (c) amortization

of deferred financing costs, debt issuance costs, commissions, fees and expenses, (d) any expenses resulting from discounting of indebtedness

in connection with the application of recapitalization accounting or purchase accounting, (e) penalties or interest related to taxes and

any other amounts of non-cash interest resulting from the effects of acquisition method accounting or pushdown accounting, (f) the accretion

or accrual of, or accrued interest on, discounted liabilities (other than Indebtedness) during such period, (g) non-cash interest expense

attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments pursuant

to ASC 815, Derivatives and Hedging, (h) any one-time cash costs associated with breakage in respect of hedging agreements for

interest rates, (i) any payments with respect to make whole premiums or other breakage costs of any Indebtedness, (j) all non-recurring

interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations, all as calculated

on a consolidated basis in accordance with GAAP and (k) expensing of bridge, arrangement, structuring, commitment, amendment or other

financing fees.

For purposes of this definition,

interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the

rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Unless otherwise specified, all references herein

to a “Consolidated Interest Expense” shall refer to the Consolidated Interest Expense of the Parent Borrower and its Restricted

Subsidiaries on a consolidated basis.

“Consolidated Net

Income” means, with respect to any Person for any period, the net income (loss) of such Person and its Restricted Subsidiaries

for such period determined on a consolidated basis on the basis of GAAP; provided, however, that there will not be included

in such Consolidated Net Income:

(1) any net income (loss)

of any Person if such Person is not a Restricted Subsidiary, except that the Parent Borrower’s 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 (or, so long as such Person is an Unrestricted Subsidiary, that (as reasonably determined by a Responsible Officer of the

Parent Borrower) could have been distributed by such Person during such period to the Parent Borrower or a Restricted Subsidiary) as a

dividend or other distribution or return on investment, subject, in the case of a dividend or other distribution or return on investment

to a Restricted Subsidiary, to the limitations contained in clause (2) below;

(2) solely for the purpose

of determining the Available Amount, any net income (loss) of any Restricted Subsidiary (other than any Guarantor) if such 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 the Parent Borrower or a Guarantor 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 and (b) restrictions pursuant to the Loan

Documents), except that the Parent 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 Parent 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 above in this

clause (2));

(3) any net gain (or loss)

from disposed, abandoned or discontinued operations and any net gain (or loss) on disposal of disposed, discontinued or abandoned operations;

(4) any net gain (or loss)

realized upon the sale or other disposition of any asset (including pursuant to any sale/leaseback transaction) which is not sold or otherwise

disposed of in the ordinary course of business (as determined in good faith by a Responsible Officer or the board of directors of the

Parent Borrower);

(5) any extraordinary, exceptional,

unusual or nonrecurring gain, loss, charge or expense (including relating to the Transaction Expenses), or any charges, expenses or reserves

in respect of any restructuring, relocation, redundancy or severance expense, new product introductions or one-time compensation charges;

(6) the cumulative effect

of a change in accounting principles;

(7) any (i) non-cash compensation

charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges

in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts;

(8) all deferred financing

costs written off 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;

(9) any unrealized gains

or losses in respect of any obligations under any Swap Contracts or any ineffectiveness recognized in earnings related to 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 any obligations under any Swap Contracts;

(10) any unrealized foreign

currency translation gains or losses in respect of Indebtedness 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;

(11) any unrealized foreign

currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Parent Borrower or any Restricted

Subsidiary owing to the Parent Borrower or any Restricted Subsidiary;

(12) any recapitalization

accounting or purchase accounting effects including, but not limited to, 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 Parent 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);

(13) any impairment charge,

write-down or write-off, including impairment charges, write-downs or write-offs relating to goodwill, intangible assets, long-lived assets,

investments in debt and equity securities or as a result of a change in law or regulation;

(14) any effect of income

(loss) from the early extinguishment or cancellation of Indebtedness or any obligations under any Swap Contracts or other derivative instruments;

(15) 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;

(16) any net unrealized gains

and losses resulting from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting

Standards Codification Topic 815 and related pronouncements;

(17) any non-cash expenses,

accruals or reserves related to adjustments to historical tax exposures and any deferred tax expense associated with tax deductions or

net operating losses arising as a result of the Transactions, or the release of any valuation allowances related to such item;

(18) any unrealized or realized

gain or loss due solely to fluctuations in currency values and the related tax effects, determined in accordance with GAAP,

(19) effects of adjustments

to accruals and reserves during a period relating to any change in the methodology of calculating reserves for returns, rebates and other

chargebacks,

(20) the amount of board

fees to any director of the Parent Borrower or any parent entity or any Restricted Subsidiary,

(21) [reserved]the

amount of loss or discount on sale or contribution of Securitization Assets and related assets in connection with a Qualified Securitization

Financing,

(22) any expenses or charges

(other than depreciation or amortization expense) related to any equity offering, Investment, acquisition, disposition or recapitalization

or the incurrence of Indebtedness (including a refinancing thereof) (in each case, whether or not successful), including (A) such fees,

expenses or charges (including rating agency fees and related expenses) related to the offering or incurrence of the Loans and any other

credit facilities or the offering or incurrence of any debt securities and any securitization related fees and expenses (including

any Securitization Fees) and (B) any amendment or other modification of this Agreement, any

Securitization Facility and any other credit facilities or any other debt securities, in each case, deducted (and not added

back) in computing Consolidated Net Income,

(23) (A) the amount of any

restructuring charge, accrual or reserve (and adjustments to existing reserves), integration cost or other business optimization expense

or cost (including charges directly related to the implementation of cost-savings initiatives) that is deducted (and not added back) in

such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions or divestitures

after the Closing Date, including those related to any severance, retention, signing bonuses, relocation, recruiting and other employee

related costs, internal costs in respect of strategic initiatives and curtailments or modifications to pension and post-retirement employment

benefit plans (including any settlement of pension liabilities), systems development and establishment costs, future lease commitments

and costs related to the opening and closure and/or consolidation of facilities and to exiting lines of business and consulting fees incurred

with any of the foregoing and (B) fees, costs and expenses associated with acquisition related litigation and settlements thereof,

(24) (x) any costs or expense

incurred by the Parent Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option 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

non-cash costs or expenses and/or otherwise funded with cash proceeds contributed to the capital of the Parent Borrower or net cash proceeds

of an issuance of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower and (y) the amount of expenses relating

to payments made to option holders of the Parent Borrower in connection with, or as a result of, any distribution being made to equityholders

in connection with, or as a result of, any distribution being made to equityholders of such Person, which payments are being made to compensate

such option holders as though they were equityholders at the time of, and entitled to share in, such distribution, to the extent permitted

under this Agreement,

(25) earnout and contingent

consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments,

(26) costs related to the

implementation of operational and reporting systems and technology initiatives, and

(27) any costs or expenses

associated with the Transactions.

In addition, to the extent

not already excluded (or included, as applicable) from the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding

anything to the contrary in the foregoing, Consolidated Net Income shall, without duplication, (1) be increased by business interruption

insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace (whether or not

received so long as such Person in good faith expects to receive the same within the next four fiscal quarters (it being understood that

to the extent not actually received within such fiscal quarters, such proceeds shall be deducted in calculating Consolidated Net Income

for such fiscal quarters)) and (2) not include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement

provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder or other

contractual reimbursement obligations of a third party, (ii) to the extent covered by insurance (including business interruption insurance)

and actually reimbursed, or, so long as the Parent Borrower has made a determination that there exists reasonable evidence that such amount

will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing

within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back

to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business interruption,

(iii) the cumulative effect of a change in accounting principles during such period, (iv) any net after-tax income or loss (less all fees

and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness, (v) any non cash charges resulting

from mark to market accounting relating to Equity Interests, (vi) any unrealized net gain or loss resulting from currency translation

or unrealized transaction gains or losses impacting net income (including currency remeasurements of Indebtedness) and any unrealized

foreign currency translation or transaction gains or losses shall be excluded, including those resulting from intercompany Indebtedness

and any unrealized net gains and losses resulting from obligations in respect of any Swap Contracts in accordance with GAAP or any other

derivative instrument pursuant to the application of FASB Accounting Standards Codification (“ASC”) Topic 815, Derivatives

and Hedging and (vii) any non-cash impairment charges resulting from the application of ASC Topic 350, Intangibles –

Goodwill and Other and the amortization of intangibles including those arising pursuant to ASC Topic 805, Business Combinations,

and, provided, further that to the extent applicable for, and solely for purposes of calculating, the Available Amount,

the income or loss of any Person accrued prior to the date on which such Person becomes a Restricted Subsidiary of such Person or is merged

into or consolidated with such Person or any Restricted Subsidiary of such Person or the date that such other Person’s assets are

acquired by such Person or any Restricted Subsidiary of such Person, in each case, shall be excluded in calculating Consolidated Net Income.

Unless otherwise specified, all references herein to a “Consolidated Net Income” shall refer to the Consolidated Net Income

of the Parent Borrower and its Restricted Subsidiaries on a consolidated basis.

“Consolidated Secured

Debt” means, as to the Parent Borrower and its Restricted Subsidiaries on a consolidated basis at any date of determination,

the aggregate principal amount of Consolidated Total Debt outstanding on such date that (a) is secured by a Lien on the Collateral and

(b) is not expressly subordinated in right of payment to the Obligations.

“Consolidated Total

Assets” means, as to the Parent Borrower and its Restricted Subsidiaries on a consolidated basis at any date of determination,

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

a consolidated balance sheet of the applicable Person at such date.

“Consolidated Total

Debt” means, as to the Parent Borrower and its Restricted Subsidiaries on a consolidated basis at any date of determination,

the aggregate principal amount of all third party Indebtedness for borrowed money, Capitalized Leases and purchase money Indebtedness

(but excluding, for the avoidance of doubt, undrawn letters of credit, banker’s acceptances and/or bank guarantees); provided

that “Consolidated Total Debt” shall be calculated (i) net of the Unrestricted Cash Amount, (ii) excluding any obligation,

liability or indebtedness of any such Person if, upon or prior to the maturity thereof, such Person has irrevocably deposited with the

proper Person in trust or escrow the necessary funds (or evidences of indebtedness) for the payment, redemption or satisfaction of such

obligation, liability or indebtedness, and thereafter such funds and evidences of such obligation, liability or indebtedness or other

security so deposited are not included in the calculation of Unrestricted Cash Amount and (iii) based on the initial stated principal

amount of any Indebtedness that is issued at a discount to its initial stated principal amount without giving effect to any such discounts;

provided that Consolidated Total Debt shall not include (w) [reserved]Indebtedness

in respect of any Qualified Securitization Financing, (x) Letters of Credit (or other letters of credit, bankers’ acceptances

and bank guarantees), except to the extent of Unreimbursed Amounts (or unreimbursed amounts) thereunder, (y) obligations under Swap Contracts

entered into and (z) Indebtedness incurred in advance of, and the proceeds of which are to be applied in connection with, the consummation

of a transaction solely to the extent and for so long as the proceeds thereof are and continue to be held in an Escrow and are not otherwise

made available to the relevant Person (it being understood that in any event, any such proceeds subject to such Escrow shall be deemed

to constitute “restricted cash” for purposes of cash netting) (provided that such Escrow is secured only by proceeds of such

Indebtedness and the proceeds thereof shall be promptly applied to satisfy and discharge such Indebtedness if the definitive agreement

for such transaction is terminated prior to the consummation thereof).

“Contractual Obligation”

means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which

such Person is a party or by which it or any of its property is bound.

“Control”

has the meaning specified in the definition of “Affiliate.”

“Converted Restricted

Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”

“Converted Unrestricted

Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”

“CORRA”

means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).

“Covenant Fixed

Charges” means the sum of (a) Cash Interest Expense and (b) Scheduled Principal Payments.

“Covenant Trigger

Period” means the period (a) commencing on the day on which Specified Excess Availability is less than the greater of (x) 10.0%

of the Line Cap at such time and (y) $12,500,00015,000,000

and (b) continuing until the first period of 20 consecutive days, at all times during which Specified Excess Availability for each day

during such 20-day period has been greater than or equal to the greater of (x) 10.0% of the Line Cap at such time and (y) $12,500,00015,000,000.

“Covered Entity”

has the meaning specified in Section 10.25.

“Credit Extension”

means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cure Amount”

has the meaning specified in Section 8.05(a).

“Cure Right”

has the meaning specified in Section 8.05(a).

“Customary Term

A Loans” means any term loans that contain provisions customary for “term A loans,” as reasonably determined by

the Borrower in consultation with the Administrative Agent, that are syndicated primarily to Persons regulated as banks in the primary

syndication thereof and that do not mature prior to the Maturity Date of the Revolving Credit Facility.

“Daily Compounded

CORRA” means, for any day, CORRA with interest accruing on a compounded daily basis, with the methodology and conventions for

this rate (which will include compounding in arrears with a lookback) being established by the Administrative Agent in accordance with

the methodology and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded CORRA

for business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the

Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion; and provided that if

the administrator has not provided or published CORRA and a Benchmark Transition Event with respect to CORRA has not occurred, then, in

respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published

CORRA.

“Daily Simple SOFR”

means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent

in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily

Simple SOFR” for syndicated business loans; provided that if the Administrative Agent decides that any such convention is not administratively

feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“DBNY”

means Deutsche Bank AG New York Branch.

“DDAs”

means any checking or other demand deposit account maintained by the Loan Parties. All funds in such DDAs shall be conclusively presumed

to be Collateral and proceeds of Collateral, and the Agents or the Lenders shall have no duty to inquire as to the source of the amounts

on deposit in the DDAs.

“Debtor Relief Laws”

means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,

moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable

jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default”

means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,

would be an Event of Default (other than any event or condition that, with the giving of any notice, the passage of time, or both, would

become an Event of Default solely as a result of Section 8.01(e)).

“Default Rate”

means an interest rate equal to (a) with respect to any overdue principal for any Loan, the applicable interest rate for such Loan plus

2.00% per annum (provided that with respect to Term Benchmark Loans or RFR Loans, the determination of the applicable interest

rate is subject to Section 2.02(c) to the extent that Term Benchmark Loans may not be converted to, or continued as, Term Benchmark

Loans or RFR Loans, as applicable, pursuant thereto) and (b) with respect to any other overdue amount, including overdue interest, the

interest rate applicable to Base Rate Loans that are Revolving Credit Loans plus 2.00% per annum, in each case, to the fullest extent

permitted by applicable Laws.

“Default Right”

has the meaning specified in Section 10.25.

“Defaulting Lender”

means, subject to Section 2.16(e), any Lender that (a) has failed, within two (2) Business Days of the date required to be funded

or paid, to (i) fund any portion of its Loans required to be funded by it, (ii) fund any portion of its participations in Letters of Credit

or Swingline Loan required to be funded by it or (iii) pay over to the Administrative Agent, any L/C Issuer, the Swingline Lender or any

other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline

Loans), unless, in the case of clause (i) above, such Lender notifies the Administrative Agent, such L/C Issuer or the Swingline

Lender in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding

(specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Parent Borrower or

the Administrative Agent, the L/C Issuer, Swingline Lender or any other Lender in writing that it does not intend or expect to comply

with any of its funding obligations under this Agreement (unless such writing relates to such Lender’s obligation to fund a Loan

hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent (specifically

identified and including the particular default, if any) to funding a Loan cannot be satisfied), (c) has failed, within three (3) Business

Days after request by the Administrative Agent, any L/C Issuer, the Swingline Lender or any other Lender, acting in good faith, to provide

a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans

and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall

cease to be a Defaulting Lender pursuant to this clause (c) upon such Administrative Agent’s, L/C Issuer’s, the Swingline

Lender’s or Lender’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent,

or (d) has, or has a direct or indirect parent entity that has, in any such case (i) become the subject of a proceeding under any Debtor

Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors

or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation

or any other state or federal regulatory authority acting in such a capacity and/or (iii) become the subject of a Bail-In Action; provided

that, in the case of clause (d), 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 entity 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 Government Authority) to reject, repudiate,

disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is

a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall

be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(e))

as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by

the Administrative Agent to the Parent Borrower, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination.

“Delaware Divided

LLC” means a Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

“Delaware LLC”

means any limited liability company organized or formed under the laws of the State of Delaware.

“Delaware LLC Division”

means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to section 18-217 of the Delaware Limited Liability

Company Act.

“Deposit Account

Control Agreement” has the meaning specified in Section 6.19(b).

“Desktop Audit”

means the determination of assets that are eligible to be included in the Borrowing Base by a review of the current assets specified in

the financial statements of the Parent Borrower or the target of a Permitted Acquisition or other Investment, as applicable, which determination

(x) is reasonably made by the Administrative Agent using its Permitted Discretion and the Parent Borrower, and (y) can be supplemented

by electronic access to books and records of such target.

“Disposed EBITDA”

means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period

of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary, all as determined on a consolidated

basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.

“Disposition”

or “Dispose” means the sale, transfer, license, lease or other disposition (including (a) any Sale Leaseback and any

sale of Equity Interests and (b) any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division) of any property

by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable

or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed

to include any issuance by the Parent Borrower of any of its Equity Interests to another Person.

“Disqualified Equity

Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which

it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable

(other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option

of the holder thereof (other than solely for Qualified Equity Interests and/or cash in lieu of fractional shares of such Equity Interests),

in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable

for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that

is ninety-one (91) days after the Latest Maturity Date at the time such Equity Interests are issued; provided that (x) an Equity

Interest in any Person that would constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to

require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale,” a “change of

control” or similar event shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after

repayment in full of the Loans and all other Loan Obligations that are accrued and payable and the termination of the Commitments and

all outstanding Letters of Credit (or the cash collateralization or backstop thereof in a manner permitted hereunder) and (y) if an Equity

Interest in any Person is issued pursuant to any plan for the benefit of employees of the Parent Borrower (or any direct or indirect parent

thereof) or any of the Subsidiaries, or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity

Interest solely because it may be required to be repurchased by the Parent Borrower (or any direct or indirect parent entity thereof)

or any of the Subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Person.

“Disqualified Lenders”

means (i) such Persons (or related funds of such Persons) that have been specified by name in writing to the Lead Arrangers prior to the

Closing Date, (ii) Competitors that have been specified by name in writing to the Administrative Agent from time to time and (iii) in

the case of clauses (i) and (ii), any of their Affiliates (other than, in the case of clause (ii), Affiliates that

are Bona Fide Lending Affiliates) that are (A) specified by name in writing to the Administrative Agent from time to time or (B) reasonably

identifiable on the basis of such Affiliate’s name; it being understood, that any subsequent designation of a Disqualified Lender

shall not apply retroactively to disqualify any person that has been assigned any Loans or any participation therein in accordance with

the terms of this Agreement.

“Dollar”

and “$” mean lawful money of the United States.

“Dollar Equivalent”

means, on any date of determination, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount

denominated in any Alternative Currency or any other currency, the equivalent in Dollars of such amount, determined at the Exchange Rate

on the applicable Valuation Date. In making the determination of the Dollar Equivalent for purposes of determining the aggregate available

Revolving Credit Commitments on any date of any Credit Extension, the Administrative Agent or a relevant L/C Issuer, as applicable, pursuant

to Section 1.08 shall use the Exchange Rate in effect at the date on which the Parent Borrower requests the Credit Extension for

such date or as otherwise provided pursuant to the provisions of such Section.

“Domestic Foreign

Holding Company” means any direct or indirect Domestic Subsidiary of the Parent Borrower that owns no material assets (held

directly or indirectly through one or more disregarded entities) other than capital stock (or capital stock and/or debt and/or other instruments

treated as equity) of one or more Foreign Subsidiaries that are CFCs and/or Domestic Foreign Holding Companies.

“Domestic Subsidiary”

means any Subsidiary that is organized under the laws of the United States, any State thereof or the District of Columbia.

“Dominion Account”

means any DDA (other than an Excluded Account) of a Loan Party at DBNY or its Affiliates or its or its Affiliates’ branches (or

such other financial institution as may be reasonably acceptable to the Parent Borrower and the Administrative Agent (provided that Bank

of America, N.A. shall be acceptable to the Administrative Agent)), in each case which is subject to the sole dominion and control of

the Administrative Agent pursuant to a Deposit Account Control Agreement.

“EEA Financial Institution”

means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA

Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a)

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

in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“EEA Member Country”

means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution

Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA

Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Accounts”

means, as of any date of determination thereof, the aggregate amount of all Accounts due to any Eligible Loan Party, except to the extent

that (determined without duplication):

(a) except as provided in

clause (v) of this definition, such Account does not arise from the sale of goods, intellectual property or advertising, or the performance

of services by an Eligible Loan Party in the ordinary course of its business;

(b) (i) such Eligible Loan

Party’s right to receive payment is contingent upon the fulfillment of any condition whatsoever or (ii) as to which such Person

is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process;

setoff or dispute exists as to such Account, but only to the extent of such defense, counterclaim, setoff or dispute;

(d) such Account is not a

true and correct statement of bona fide indebtedness incurred in the amount of the Account for the sale of goods to or services rendered

for the applicable Account Debtor;

(e) an invoice, in form and

substance consistent with the Eligible Loan Parties’ credit and collection policies, or otherwise reasonably acceptable to the Administrative

Agent (it being understood that the forms used by the Eligible Loan Parties on the Closing Date are satisfactory to the Administrative

Agent), has not been prepared and sent to the applicable Account Debtor in respect of such Account prior to being reported to the Administrative

Agent as Collateral (including Accounts identified as inactive, warranty or otherwise not attributable to an Account Debtor);

(f) such Account (i) is

not owned by an Eligible Loan Party or has been sold or contributed pursuant to a Qualified Securitization

Financing or (ii) is subject to any Lien, other than (x) any Lien that is governed by the ABL Intercreditor Agreement and/or

an Acceptable Intercreditor Agreement to which the Administrative Agent is a party and/or (y) any non-consensual Permitted Liens, including

Permitted Liens under Section 7.01(d), (e)(i), (k) and (l);

(g) such Account is the obligation

of an Account Debtor that is (i) a director, officer, other employee or Affiliate of an Eligible Loan Party (other than Accounts arising

from the sale of goods, intellectual property or advertising, or provision of services delivered to such Account Debtor in the ordinary

course of business), (ii) a natural person or (iii) only if such Account obligation has not been incurred in the ordinary course or on

arms’ length terms, to any entity that has any common officer or director with an Eligible Loan Party;

(h) Accounts subject to a

partial payment plan;

(i) such Eligible Loan Party

is liable for goods sold or services rendered by the applicable Account Debtor to such Eligible Loan Party but only to the extent of the

potential offset;

(j) upon the occurrence of

any of the following with respect to such Account:

(i) the Account is not paid

within the earlier of 90 days past its due date or 120 days past the original invoice date; provided that in calculating delinquent portions

of Accounts, Accounts with net credit balances over 90 days past due, will be excluded; however, up to $5,000,0008,000,000

of Accounts that are 90 days past due and less than 120 days past due shall not be excluded;

(ii) the Account Debtor obligated

upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they

come due;

(iii) any Account Debtor obligated

upon such Account is a debtor or a debtor in possession under any bankruptcy law or any other federal, state or foreign (including any

provincial) receivership, insolvency relief or other law or laws for the relief of debtors; or

(iv) with respect to which

Account (or any other Account due from the applicable Account Debtor), in whole or in part, a check, promissory note, draft, trade acceptance,

or other instrument for the payment of money has been received, presented for payment, and returned uncollected for any reason;

(k) such Account is the obligation

of an Account Debtor from whom 50% or more of the aggregate amount of all Accounts owing by that Account Debtor are ineligible under clause

(j)(i) of this definition;

(l) such Account, together

with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination, exceeds 15% of all Eligible Accounts

(but only the extent of such excess);

(m) such Account is one as

to which the Administrative Agent’s Lien thereon, on behalf of itself and the Lenders, is not a first priority perfected Lien, subject

to non-consensual Permitted Liens under Section 7.01(d), (e)(i), (k) and (l);

(n) any of the representations

or warranties in the Loan Documents with respect to such Account are untrue in any material respect with respect to such Account (or,

with respect to representations or warranties that are qualified by materiality, any of such representations and warranties are untrue);

(o) such Account is evidenced

by a judgment, Instrument or Chattel Paper (each such term as defined in the Uniform Commercial Code) (other than Instruments or Chattel

Paper that are held by an Eligible Loan Party or that have been delivered to the Administrative Agent);

(p) such Account is payable

in any currency other than Dollars;

(q) Accounts with respect

to which the Account Debtor is a Person unless: (i) the Account Debtor’s billing address is in the United States or (ii) the Account

Debtor is organized under the laws of the United States, any state thereof or the District of Columbia;

(r) such Account is the obligation

of an Account Debtor that is the United States government or a political subdivision thereof, or department, agency or instrumentality

thereof;

(s) Accounts with respect

to which the Account Debtor is the government of any country or sovereign state other than the United States, or of any state, municipality,

or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof;

(t) such Account has been

redated, extended, compromised, settled, adjusted or otherwise modified or discounted, except discounts or modifications that are granted

by an Eligible Loan Party in the ordinary course of business and that are reflected in the calculation of the Borrowing Base;

(u) such Account is of an

Account Debtor that is located in a state requiring the filing of a notice of business activities report or similar report in order to

permit an Eligible Loan Party to seek judicial enforcement in such state of payment of such Account, unless such Eligible Loan Party has

qualified to do business in such state or has filed a notice of business activities report or equivalent report for the then-current year

or if such failure to file and inability to seek judicial enforcement is capable of being remedied without any material delay or material

cost;

(v) such Accounts were acquired

or originated by a Person acquired after the Closing Date (until such time as the Administrative Agent has completed a customary due diligence

investigation as to such Accounts and such Person, which investigation may, at the sole discretion of the Administrative Agent, include

a field examination, and the Administrative Agent is reasonably satisfied with the results thereof);

(w) Accounts which are subject

to a credit that has been earned but not taken, subject to reduction as a result of an unapplied deferred revenue account, or a chargeback,

to the extent of such rebate, deferred revenue account or chargeback; provided, however, that this clause (w) shall not exclude Accounts

relating to Eligible Billed Accounts;

(x) that represents a sale

on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment or other repurchase or return basis;

(y) such Eligible Loan Party

is subject to an event of the type described in Section 8.01(f);

(z) such Account is otherwise

unacceptable to the Administrative Agent in its Permitted Discretion; or

(aa) such Account was generated

by a Person that was an Eligible Loan Party at the time such Account was generated but has since been sold or divested.

Notwithstanding anything herein to the contrary,

in no event shall any Accounts owing to Non-U.S. Discretionary Guarantor constitute Eligible Accounts.

“Eligible Assignee”

means any Assignee permitted by and consented to in accordance with Section 10.07(b) and/or Section 10.07(l) (subject to

such consents, if any, as may be required under Section 10.07). For the avoidance of doubt, (x) any Disqualified Lender is subject

to Section 10.07(l) and (y) solely with respect to any term loans hereunder, any Affiliated Lender may be an Eligible Assignee, including

as a result of non-pro rata open market purchases, subject to compliance with the provisions of Section 10.07.

“Eligible Billed

Accounts” means, at any time of determination, any Account relating solely to print displays

for which (a) all contractual obligations of the Loan Party or any of its Subsidiaries, have been fully performed (including the posting

of the relating advertisement) (other than the maintenance of the posting of the related advertisement for the entire period of time

required under the related contract), (b) such Loan Party or its Subsidiaries has invoiced the Account Debtor and (c) such Loan Party

or its Subsidiaries in in good faith has commercially reasonably expectations that such

invoice shall be earned within 1015

days subsequent to month end.

“Eligible Loan Party”

means any Loan Party other than a Non-U.S. Discretionary Guarantor.

“Environment”

means air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetlands, flora

and fauna.

“Environmental Laws”

means any and all applicable Laws relating to pollution, the protection of the Environment the generation, transport, storage, use, treatment,

Release or threat of Release of any Hazardous Materials or, to the extent relating to exposure to Hazardous Materials, human health and

safety.

“Environmental Liability”

means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties

or indemnities) directly or indirectly resulting from or based upon (a) actual or alleged violation of any Environmental Law, (b) the

generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure of any Person to any Hazardous

Materials or (d) the Release or threatened Release of any Hazardous Materials into the Environment, including, in each case, any such

liability which any Loan Party has retained or assumed either contractually or by operation of Law.

“Equity Interests”

means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital

stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase,

acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ERISA”

means the Employee Retirement Income Security Act of 1974, and the rules and regulations promulgated thereunder.

“ERISA Affiliate”

means any trade or business (whether or not incorporated) that is under common control with any Loan Party and is treated as a single

employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event”

means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension

Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA)

or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a failure to satisfy the minimum

funding standard under Section 412 of the Code or Section 302 of ERISA with respect to a Pension Plan, whether or not waived, or a failure

to make any required contribution to a Multiemployer Plan; (d) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate

from a Multiemployer Plan, notification of any Loan Party or ERISA Affiliate concerning the imposition of Withdrawal Liability or notification

that a Multiemployer Plan is insolvent within the meaning of Title IV of ERISA or in endangered or critical status, within the meaning

of Section 305 of ERISA; (e) the filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment

as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer

Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a

trustee to administer, any Pension Plan or Multiemployer Plan; (g) the imposition of any liability under Title IV of ERISA, other than

for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; (h) a determination

that any Pension Plan is, or is expected to be, in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or

Section 430(i)(4)(A) of the Code); (i) the occurrence of a non-exempt prohibited transaction (within the meaning of Section 4975 of the

Code or Section 406 of ERISA) with respect to any Pension Plan maintained or contributed to by any Loan Party which would reasonably be

expected to result in liability to any Loan Party; (j) the filing pursuant to Section 431 of the Code or Section 304 of ERISA of an application

for the extension of any amortization period; or (k) the filing pursuant to Section 412(c) of the Code of an application for a waiver

of the minimum funding standard with respect to any Plan.

“Erroneous Payment”

has the meaning specified in Section 9.18.

“Erroneous Payment

Subrogation Rights” has the meaning specified in Section 9.18.

“Escrow”

means an escrow, trust, collateral or similar account or arrangement holding proceeds of Indebtedness solely for the benefit of an unaffiliated

third party.

“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.

“EURIBOR”

means, with respect to any applicable determination date, the euro interbank offered rate, as administered by the European Money Markets

Institute (or any other person that takes over the administration of such rate) for the relevant Interest Period, as displayed on the

applicable Bloomberg screen (or on any successor or substitute screen or service providing such quotations).

“EURIBOR Rate”

means, with respect to any Borrowing denominated in Euros, the rate per annum equal to EURIBOR, as published at approximately 11:00 a.m.

Brussels time two TARGET Days prior to the commencement of such Interest Period.

“Euro”

or “€” means the single currency of the European Union as constituted by the Treaty on European Union and as referred

to in the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member

states, being in part legislative measures to implement the European and Monetary Union as contemplated in the Treaty on European Union.

“Eurocurrency Rate”

means, for any Interest Period with respect to any Eurocurrency Rate Loan, (a) in relation to a Loan denominated in Canadian Dollars,

the CDOR Rate and (b) in relation to a Loan denominated in Euros, EURIBOR.

Notwithstanding any provision

to the contrary in this Agreement, if the EURIBOR Rate at any date of determination is less than the Floor then such rate shall be deemed

to be the Floor.

“Eurocurrency Rate

Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.

“Event of Default”

has the meaning specified in Section 8.01.

“Excess Availability”

means, as of any time of determination thereof, the amount by which the Line Cap exceeds the aggregate Revolving Credit Exposure.

“Excess Borrowing

Base” means, as of any time of determination thereof, the amount, if any, by which the Borrowing Base exceeds the Revolving

Credit Commitments.

“Exchange Act”

means the Securities Exchange Act of 1934.

“Exchange Rate”

means, for a currency, the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the

Person acting in such capacity as the spot rate for the purchase (or in the case of such Person being DBNY or any of its Affiliates, the

sale) by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00

a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative

Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C

Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and

provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in

the case of any Letter of Credit denominated in an Alternative Currency.

“Excluded Accounts”

means (i) any deposit account, securities account, commodities account or other account of any Loan Party (and all cash, Cash Equivalents

and other securities or investments held therein) exclusively used for all or any of the following purposes: payroll, employee benefits

or customs, (ii) accounts used exclusively for the purposes of compliance with legal requirements, to the extent such legal requirements

prohibit the granting of a Lien thereon, (iii) petty cash and minimal working capital accounts of any Loan Party funded in the ordinary

course of business, the average monthly deposits in which for all such accounts shall not at any time aggregate to more than $15,000,000

(or such greater amount to which the Administrative Agent may agree), (iv) accounts the balance of which is swept at the end of each Business

Day into a DDA subject to a Deposit Account Control Agreement, so long as such daily sweep is not terminated or modified (other than to

provide that the balance in such DDA is swept into another DDA subject to a Deposit Account Control Agreement) without the consent of

the Collateral Agent, (v) accounts used solely as tax accounts, including, without limitation, sales tax accounts, (vi) accounts into

which only governmental receivables are deposited, (vii) accounts used solely as fiduciary or trust accounts, (viii) any deposit accounts

designated by the Borrower by written notice to the Administrative Agent and containing solely of the proceeds of the Fixed Assets Priority

Collateral, and (ix) in the case of clauses (i) through (viii), the funds or other property held in or maintained in any such account.

“Excluded Equity”

means Equity Interests (i) of any Unrestricted Subsidiary, (ii) of a Foreign Subsidiary or a Subsidiary that is a Domestic Foreign Holding

Company of the Parent Borrower or a Subsidiary Guarantor, in each case, other than 65% of the issued and outstanding voting (and 100%

of the non-voting) Equity Interests of a First Tier Foreign Subsidiary or any Subsidiary that is a Domestic Foreign Holding Company;

provided that, for the avoidance of doubt, Excluded Equity shall not include any non-voting Equity Interests of any such Foreign

Subsidiary or Domestic Foreign Holding Company, (iii) of a Subsidiary of any Person described in clause (ii), (iv) of any Immaterial

Subsidiary that is not a Guarantor, (v) of any Subsidiary with respect to which the Administrative Agent and the Parent Borrower have

determined in their reasonable judgment and agreed in writing that the costs of providing a pledge of such Equity Interests or perfection

thereof is excessive in view of the benefits to be obtained by the Secured Parties therefrom, (vi) Equity Interests in any Person other

than the Parent Borrower and wholly-owned Subsidiaries to the extent not permitted to be pledged by the terms of such Person’s

Organization Documents, shareholder agreement or joint venture documents after giving effect to the applicable anti-assignment provisions

of the Uniform Commercial Code or other applicable law and other than proceeds thereof; (vii) of any captive insurance companies, not-for-profit

Subsidiaries, special purpose entities (including any Securitization Subsidiary used solely to effect a

Qualified Securitization Financing), (viii) that constitute margin stock (within the meaning of Regulation U), (ix) of any

Subsidiary of the Parent Borrower or any Subsidiary Guarantor, the pledge of which is prohibited by applicable Laws after giving effect

to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law and (x) of any Subsidiary of the

Parent Borrower or any Subsidiary Guarantor acquired pursuant to a Permitted Acquisition or other Investment subject to assumed secured

Indebtedness permitted hereunder not incurred in contemplation of such Permitted Acquisition or other Investment permitted hereunder

if such Equity Interests are pledged as security for such Indebtedness pursuant to a Lien that is a permitted Lien and if and for so

long as the terms of such Indebtedness (not entered into in contemplation of such Permitted Acquisition of Investment) prohibit the creation

of any other Lien on such Equity Interests after giving effect to the applicable anti-assignment provisions of the Uniform Commercial

Code or other applicable law; provided, however, that Excluded Equity shall not include any proceeds, substitutions or

replacements of any Excluded Equity referred to in clauses (i) through (x) (unless such proceeds, substitutions or replacements

would constitute Excluded Equity referred to in clauses (i) through (x)).

“Excluded Property”

means (i) any (x) fee-owned real property other than Material Real Property, (y) fee-owned real property located in a special flood hazard

area (as determined by the Parent Borrower or any Revolving Credit Lender) and (z) all leasehold interests in real property, including

the requirement to deliver landlord waivers, estoppels or collateral access letters, but excluding, in the case of this clause (i), all

Billboard Collateral or other interests in Billboards, the Lien on which may be perfected by the filing of a UCC financing statement

in the jurisdiction of organization of the relevant Loan Party, (ii) motor vehicles and other assets subject to certificates of title,

(iii) letter of credit rights to the extent a Lien thereon cannot be perfected by the filing of a UCC financing statement, (iv) commercial

tort claims with a value of less than $25,000,000, (v) assets for which a pledge thereof or a security interest therein is prohibited

by applicable Laws after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code and other applicable

law, (vi) [reserved], (vii) any lease, license or other agreements, or any property subject to a purchase money security interest, Capitalized

Lease Obligation or similar arrangements, in each case to the extent permitted under the Loan Documents, to the extent that a pledge

thereof or a security interest therein would violate or invalidate such lease, license or agreement, purchase money, Capitalized Lease

or similar arrangement, or create a right of termination in favor of any other party thereto (other than the Parent Borrower and its

Subsidiaries) after giving effect to the applicable anti-assignment clauses of the Uniform Commercial Code and applicable Laws, other

than the proceeds and receivables thereof the assignment of which is expressly deemed effective under applicable Laws notwithstanding

such prohibition, (viii) any assets to the extent a security interest in such assets would result in material adverse tax consequences

to the Parent Borrower or its Subsidiaries (other than on account of any non-income taxes payable in connection with filings, recordings,

registrations, stampings and any similar actions in connection with the creation or perfection of Liens), as reasonably determined by

the Parent Borrower in consultation with (but without the consent of) the Administrative Agent, but for the avoidance of doubt, including

the assets and properties of any Domestic Foreign Holding Company or any Foreign Subsidiary, (ix) any intent-to-use trademark application

in the United States prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use”

with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant, attachment, or enforcement

of a security interest therein would impair the validity or enforceability, or result in the voiding, of such intent-to-use trademark

application or any registration issuing therefrom under applicable Federal law, (x) [reserved]any

Securitization Assets and/or related assets to the extent Disposed of, contributed or pledged in connection with, a Qualified Securitization

Financing, (xi) any segregated funds held in escrow for a the benefit of an unaffiliated third party (including such funds

in Escrow), (xii) Excluded Equity and (xiii) those assets as to which the Administrative Agent and the Parent Borrower reasonably agree

that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Lenders of

the security to be afforded thereby; provided, however, that Excluded Property shall not include any proceeds, substitutions

or replacements of any Excluded Property referred to each of the clauses above (unless such proceeds, substitutions or replacements

would constitute Excluded Property referred to in such clauses).

“Excluded Subsidiary”

means (a) each Subsidiary of the Parent Borrower listed on Schedule 1.01B hereto, (b) any Subsidiary that is prohibited by applicable

Law or by any contractual obligation existing on the Closing Date or at the time such Subsidiary is acquired and not incurred in contemplation

of such acquisition, as applicable, from guaranteeing the Obligations or which would require governmental (including regulatory) consent,

approval, license or authorization to provide a Guarantee unless such consent, approval, license or authorization has been received, or

any Subsidiary of the Parent Borrower for which the provision of a guarantee would result in a material adverse tax consequence to the

Parent Borrower or its subsidiaries or direct or indirect parent companies (as reasonably determined by the Parent Borrower in consultation

with the Administrative Agent), (c) any Foreign Subsidiary, (d) any Domestic Subsidiary of a Foreign Subsidiary of the Parent Borrower

that is a CFC, (e) any Domestic Foreign Holding Company, (f) any Immaterial Subsidiary, (g) captive insurance companies, (h) not-for-profit

Subsidiaries, (i) special purpose entities, (j) any Unrestricted Subsidiary, (k) any non-Wholly-Owned joint venture, (l) any non-Wholly-Owned

Subsidiary, (m) any Subsidiary of the Parent Borrower acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder

that, at the time of such Permitted Acquisition or other Investment, has assumed secured Indebtedness permitted hereunder not incurred

in contemplation of such Permitted Acquisition or other Investment, and each Restricted Subsidiary that is a Subsidiary thereof that guarantees

such Indebtedness at the time of such Permitted Acquisition, in each case, to the extent such secured Indebtedness prohibits such Subsidiary

from becoming a Guarantor (provided that such prohibition was not entered into in contemplation of such Permitted Acquisition or

Investment, and each such Subsidiary shall cease to be an Excluded Subsidiary under this clause (m) 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) and (n) any other Subsidiary in circumstances where the Parent Borrower and the Administrative

Agent reasonably agree that the cost or burden of providing a Guaranty outweighs the benefit afforded thereby; provided that no

Subsidiary Borrower may be designated as an “Excluded Subsidiary”. Notwithstanding the foregoing, no Subsidiary shall be an

Excluded Subsidiary unless such Subsidiary is an “Excluded Subsidiary” under (and as defined in) the Term/Revolver Credit

Agreement and the Senior Secured Notes. For avoidance of doubt, the Borrower (as defined in the Term/Revolver Credit Agreement) shall

not be an Excluded Subsidiary hereunder.

“Excluded Swap Obligation”

means, with respect to any Guarantor, any Swap Obligation if, and solely to the extent that, all or a portion of the Guarantee of such

Guarantor of, or the grant by such Guarantor of a security interest pursuant to the Collateral 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 Guarantor’s

failure for any reason to constitute an “eligible contract participant” (determined after giving effect to any applicable

keep well, support or other agreement for the benefit of such Guarantor and any and all Guarantees of such Guarantor’s Swap Obligations

by other Loan Parties) as defined in the Commodity Exchange Act at the time the Guarantee of such Guarantor or the grant of such security

interest would otherwise have become effective with respect to such related Swap Obligation but for such Guarantor’s failure to

constitute an “eligible contract participant” at such time. If a Swap Obligation arises under a Master Agreement governing

more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts

for which such Guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes”

means, with respect to any Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any

obligation of any Loan Party under any Loan Document (each, a “Recipient”), (a) Taxes imposed on or measured by net income

(however denominated), franchise Taxes, and branch profits Taxes, in each case, that are Other Connection Taxes or otherwise imposed by

any jurisdiction as a result of such Recipient being organized under the laws of, or having its principal office in or maintaining an

Applicable Lending Office in such jurisdiction (or any political subdivision thereof), (b) any U.S. federal withholding Tax that is imposed

on amounts payable to a Recipient pursuant to a law in effect at the time such Recipient becomes a party to this Agreement (other than

pursuant to an assignment request by the Parent Borrower under Section 3.06) or changes its Applicable Lending Office; provided

that, this clause (b) shall not apply to the extent that (x) the indemnity payments or additional amounts any Recipient would be

entitled to receive (without regard to this clause (b)) do not exceed the indemnity payment or additional amounts that the Recipient’s

assignor (if any) was entitled to receive immediately prior to the assignment to such Recipient, or that such Recipient was entitled to

receive immediately prior to its change in Applicable Lending Office, as applicable, (c) any Tax resulting from a failure of such Recipient

to comply with Section 3.01(f) or Section 3.01(g), as applicable, and (d) any withholding Tax imposed pursuant to FATCA.

“Existing Credit

Facility” has the meaning specified in the recitals hereto.

“Existing Letters

of Credit” has the meaning specified in Section 2.03(a)(i).

“Extended Revolving

Credit Commitment” has the meaning specified in Section 2.15(a)(i).

“Extension”

has the meaning specified in Section 2.15(a).

“Extension Offer”

has the meaning specified in Section 2.15(a).

“Facility”

means the Revolving Credit Facility.

“FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Agreement (and any amended or successor version that is substantively

comparable and not materially more onerous to comply with) or any current or future Treasury regulations with respect thereto or other

official administrative interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, as of the date

of this Agreement (or any amended or successor version described above) and any intergovernmental agreements (and any related laws, regulations

or official administrative guidance) implementing the foregoing.

“FCPA”

has the meaning specified in Section 5.20.

“Federal Funds Rate”

means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members

of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided

that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding

Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business

Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)

charged to DBNY on such day on such transactions as reasonably determined by the Administrative Agent; provided that in no event

shall the Federal Funds Rate at any time be less than 0.00% per annum.

“Financial Covenant”

means the covenant set forth in Section 7.09.

“First Amendment”

means that certain First Amendment to Credit Agreement, dated as of the First Amendment Effective Date, among the Administrative Agent,

Borrowers, the Loan Parties party thereto and the Revolving Credit Lenders party thereto.

“First Amendment

Effective Date” means June 12, 2023.

“First Lien Leverage

Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Debt as of the last day of such Test

Period to (b) Consolidated EBITDA for such Test Period.

“First Tier Foreign

Subsidiary” means a Foreign Subsidiary whose Equity Interests are directly owned by the Parent Borrower or a Subsidiary Guarantor.

“Fixed Amounts”

has the meaning specified in Section 1.13.

“Fixed Assets Priority

Collateral” has the meaning assigned to such term in the ABL Intercreditor Agreement.

“Fixed Charge Coverage

Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated EBITDA for such Test Period minus (i) Unfinanced

Capital Expenditures during such period and (ii) cash taxes (net of cash tax benefits or refunds) to (b) Covenant Fixed Charges for such

Test Period, in all cases, calculated for the Parent Borrower and its Restricted Subsidiaries on a Pro Forma Basis; provided that,

when determining satisfaction with the Payment Conditions for the purposes of making any Restricted Payment in reliance thereon, the amount

of such Restricted Payment made in reliance on satisfaction of the Payment Conditions shall be included in the calculation of Covenant

Fixed Charges solely for such purpose.

“Floor”

means a rate of interest equal to 0.00%.

“Foreign Plan”

means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, any

Loan Party or any Restricted Subsidiary with respect to employees outside the United States.

“Foreign Subsidiary”

means any direct or indirect Subsidiary of the Parent Borrower that is not a Domestic Subsidiary.

“FRB”

means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Fee”

has the meaning specified in Section 2.03(h).

“Fund”

means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial

loans and similar extensions of credit in the ordinary course of its activities.

“GAAP”

means generally accepted accounting principles in the United States, as in effect from time to time; provided that (A) if the Parent

Borrower notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change

occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent

notifies the Parent Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether

any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on

the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been

withdrawn or such provision amended in accordance herewith, (B) at any time after the Closing Date, the Parent Borrower may elect, upon

notice to the Administrative Agent, to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein

to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided herein), including as to the ability of the Parent Borrower

or the Required Lenders to make an election pursuant to clause (A) of this proviso, (C) any election made pursuant to clause

(B) of this proviso, once made, shall be irrevocable, (D) any calculation or determination in this Agreement that requires the application

of GAAP for periods that include fiscal quarters ended prior to the Parent Borrower’s election to apply IFRS shall remain as previously

calculated or determined in accordance with GAAP and (E) the Parent Borrower may only make an election pursuant to clause (B) of

this proviso if it also elects to report any subsequent financial reports required to be made by the Parent Borrower, including pursuant

to Sections 6.01(a) and (b), in IFRS.

“Governmental Authority”

means any nation or government, any state, provincial, country, territorial or other political subdivision thereof, any agency, authority,

instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial,

taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the

European Union or the European Central Bank).

“Granting Lender”

has the meaning specified in Section 10.07(h).

“Guarantee Obligations”

means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic

effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”)

in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay

(or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease

property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation

of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or

any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary

obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the

obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee

against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other

monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any

right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee

Obligations” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary

and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of

assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee Obligation

shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect

of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect

thereof as determined by the guaranteeing Person in good faith.

“Guarantees”

has the meaning specified in the definition of “Collateral and Guarantee Requirement.”

“Guarantors”

has the meaning specified in the definition of “Collateral and Guarantee Requirement.”

“Guaranty”

means, collectively, (a) the Guaranty substantially in the form of Exhibit E and (b) each other guaranty and guaranty supplement

delivered pursuant to Section 6.10.

“Hazardous Materials”

means all explosive or radioactive substances or wastes, and all other chemicals, pollutants, contaminants, substances or wastes of any

nature regulated pursuant to any Environmental Law due to their hazardous, toxic, dangerous or deleterious characteristics, including

petroleum or petroleum distillates, friable asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and toxic

mold.

“Hedge Bank”

means any Person that is a Lender, Lead Arranger or Agent or an Affiliate of the foregoing (x) at the time it enters into (including by

way of novation) a Swap Contract (regardless of whether such Person subsequently ceases to be a Lender, Lead Arranger or Agent or an Affiliate

of the foregoing) or (y) as of the Closing Date (regardless of whether such Person subsequently ceases to be a Lender, Lead Arranger or

Agent or an Affiliate of the foregoing) and that is a party to a Swap Contract in existence on the Closing Date, a Loan Party or any Restricted

Subsidiary, in its capacity as a counterparty to such Swap Contract.

“Hedge Product Reserves”

means such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate to reflect

the reasonably anticipated liabilities and obligations with respect to Secured Hedge Agreements then provided or outstanding. Upon the

request of the Parent Borrower to the Administrative Agent from time to time, the Administrative Agent shall establish or increase the

amount of Hedge Product Reserves and, in the case of any such Hedge Product Reserve established or increased at the request of the Parent

Borrower, the Administrative Agent shall eliminate or reduce such amount requested by the Parent Borrower upon the request of the Parent

Borrower unless the Administrative Agent otherwise determines in its Permitted Discretion to maintain such reserve pursuant to the immediately

preceding sentence.

“Holdings”

has the meaning specified in Section 8.06(a)(ii).

“Honor Date”

has the meaning specified in Section 2.03(c)(i).

“IFRS”

means International Financial Reporting Standards as adopted in the European Union.

“Immaterial Subsidiary”

means, at any date of determination, each Restricted Subsidiary of the Parent Borrower that has been designated by the Parent Borrower

in writing to the Administrative Agent as an “Immaterial Subsidiary” for purposes of this Agreement (and not redesignated

as a Material Subsidiary as provided below), provided that (a) for purposes of this Agreement, at the time of such designation

the Consolidated Total Assets of all Immaterial Subsidiaries (other than Foreign Subsidiaries and Unrestricted Subsidiaries) at the last

day of the most recent Test Period shall not equal or exceed 5.0% of the Consolidated Total Assets of the Parent Borrower and its Restricted

Subsidiaries at such date, (b) the Parent Borrower shall not designate any new Immaterial Subsidiary if such designation would not comply

with the provisions set forth in clause (a) above, and (c) if the Consolidated Total Assets of all Restricted Subsidiaries so designated

by the Parent Borrower as “Immaterial Subsidiaries” (and not redesignated as “Material Subsidiaries”) shall at

any time exceed the limits set forth in clause (a) above, then all such Restricted Subsidiaries shall be deemed to be Material

Subsidiaries unless and until the Parent Borrower shall redesignate one or more Immaterial Subsidiaries as Material Subsidiaries, in each

case in a written notice to the Administrative Agent, and, as a result thereof, the Consolidated Total Assets of all Restricted Subsidiaries

still designated as “Immaterial Subsidiaries” do not exceed such limits; and provided further that the Parent Borrower

may designate and re-designate a Restricted Subsidiary as an Immaterial Subsidiary at any time, subject to the terms set forth in this

definition; provided, further that in no event shall any Subsidiary Borrower be deemed to be an Immaterial Subsidiary. Notwithstanding

the foregoing, no Subsidiary shall be an Immaterial Subsidiary unless such Subsidiary is an “Immaterial Subsidiary” under

(and as defined in) the Term/Revolver Credit Agreement and the Senior Secured Notes. For avoidance of doubt, the Borrower (as defined

in the Term/Revolver Credit Agreement) shall not be an Immaterial Subsidiary hereunder.

“Increased Reporting

Event” means any period when a Liquidity Condition has occurred and is continuing.

“Incremental Facilities”

has the meaning specified in Section 2.14(a).

“Incremental Facility

Amendment” has the meaning specified in Section 2.14(b).

“Incremental Revolving

Credit Commitments” has the meaning specified in Section 2.14(a).

“Incurrence Based

Amounts” has the meaning specified in Section 1.13(b).

“Indebtedness”

means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities

in accordance with GAAP:

(a) all obligations of such

Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments

to the extent the same would appear as a liability on a balance sheet (excluding footnotes thereto) of such Person in accordance with

GAAP;

(b) the maximum amount (after

giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial),

banker’s acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account

of such Person;

Person under any Swap Contract (with the amount of such net obligations being deemed to be the aggregate Swap Termination Value thereof

as of such date);

(d) all obligations of such

Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business,

(ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and

if not paid within thirty (30) days after becoming due and payable, (iii) any other obligation that appears in the liabilities section

of the balance sheet of such Person, to the extent (A) such Person is indemnified for the payment thereof by a solvent Person reasonably

acceptable to the Administrative Agent or (B) amounts to be applied to the payment therefor are in escrow and (iv) liabilities associated

with customer prepayments and deposits);

(e) indebtedness (excluding

prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under

conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings),

whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such

Person in respect of Disqualified Equity Interests; and

(h) all Guarantee Obligations

of such Person in respect of any of the foregoing.

provided that (i) in no event shall any

obligations under any Swap Contracts be deemed “Indebtedness” for any calculation of the Total Leverage Ratio, the First Lien

Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio or any other financial ratio under this Agreement, (ii) the amount

of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (A) the aggregate unpaid

amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good faith

and (iii) the Indebtedness of any person shall, except for purposes of calculating the Interest Coverage Ratio to the extent the interest

expense in respect thereof is not covered by proceeds held in Escrow or in connection with any test date of any Limited Condition Transaction

or any test related to a subsequent transaction, exclude Indebtedness incurred in advance of, and the proceeds of which are to be applied

in connection with, the consummation of a transaction solely to the extent the proceeds thereof are and continue to be held in an Escrow

and are not otherwise made available to such person.

For all purposes hereof,

the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that

is itself a corporation, company, or limited liability company) in which such Person is a general partner or a joint venturer, except

to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would

be included in the calculation of Consolidated Total Debt, (B) in the case of the Parent Borrower and its Restricted Subsidiaries, exclude

intercompany liabilities arising from their cash management, tax, and accounting operations and intercompany loans, advances or Indebtedness

having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent

with past practice and (C) exclude (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase

price of an asset to satisfy warranty or other unperformed obligations of the seller and (iii) Indebtedness of any parent entity appearing

on the balance sheet of the Parent Borrower solely by reason of push down accounting under GAAP.

“Indemnified Liabilities”

has the meaning specified in Section 10.05.

“Indemnified Taxes”

means (a) all Taxes, other than Excluded Taxes, imposed on or in respect of 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 included in (a), Other Taxes.

“Indemnitees”

has the meaning specified in Section 10.05.

“Information”

has the meaning specified in Section 10.08.

“Initial Subsidiary

Borrowers” has the meaning specified in the initial paragraph of this Agreement.

“Inside Maturity

Loans” means (i) any customary bridge facility, so long as the long-term debt into which any customary bridge facility is to

be converted satisfies any maturity and weighted average life limitations, (ii) any Customary Term A Loans and/or (iii) other Indebtedness

under this clause (iii) in the aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 25.0% of Consolidated EBITDA

as of the last day of the most recently ended Test Period.

“Interest Coverage

Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated EBITDA for the Test Period then last

ended to (ii) the Consolidated Interest Expense (which, solely for purposes of issuances of Disqualified Equity Interests pursuant

to Section 7.03(r)(ii)(z), Section 7.03(r)(iii)(z) or Section 7.03(aa), shall (i) also include the sum of all cash

dividend payments (excluding items eliminated in consolidation) to fund any series of Disqualified Equity Interests of the Parent Borrower

and its Restricted Subsidiaries on a consolidated basis for such test Period and (ii) shall include the dividends on the CCOH Preferred

Stock to the extent required to be paid in cash) for such Test Period.

“Interest Payment

Date” means (a) as to any Loan other than a Base Rate Loan or an RFR Loan, the last day of each Interest Period applicable to

such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Term

Benchmark Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period

shall also be Interest Payment Dates, and (b) as to any Base Rate Loan or any RFR Loan, the last Business Day of each March, June, September

and December and the Maturity Date of the Facility under which such Loan was made.

“Interest Period”

means, as to any Term Benchmark Loan, the period commencing on the date of such Term Benchmark Loan or Term Benchmark Borrowing and ending

on the numerically corresponding day in the calendar month that is one, three or, other than with respect to Loans denominated in Canadian

Dollars, six months thereafter (in each case, subject to the availability thereof), as specified in the applicable Committed Loan Notice;

provided that (i) 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 next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or

on a day for which there is no numerically 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, (iii) no Interest Period shall extend beyond the Commitment Termination

Date and (iv) no tenor that has been removed from this definition pursuant to Section 3.09(d) shall be available for specification in

such Committed Loan Notice. For purposes hereof, the date of a Term Benchmark Loan or Term Benchmark Borrowing initially shall be the

date on which such Term Benchmark Loan or Term Benchmark Borrowing is made and thereafter shall be the effective date of the most recent

conversion or continuation of such Loan or Borrowing.

“Investment”

means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other

acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee

Obligation with respect to any Obligation of, or purchase or other acquisition of any other debt or equity participation or interest in,

another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Parent Borrower

and its Restricted Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any

roll-over or extensions of terms) and made in the ordinary course of business) or (c) the purchase or other acquisition (in one transaction

or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting

a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall

be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but in each

case, without duplication of any adjustments to the amount of Investments permitted under Section 7.02 (other than Section 7.02(y)),

net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments,

income and similar amounts.

“Investment Grade

Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P,

or an equivalent rating by S&P, or an equivalent rating by Fitch, Inc.

“IP Rights”

has the meaning specified in Section 5.14.

“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).

“Junior Debt”

means any third party Indebtedness for borrowed money (excluding any intercompany Indebtedness) that is expressly subordinated in right

of payment to the Obligations with an outstanding principal amount in excess of the greater of (x) $50,000,000 and (y) 8.0% of Consolidated

EBITDA as of the last day of the most recently ended Test Period. For the avoidance of doubt, Junior Debt shall not include the Term/Revolver

Facility and/or the Stepped Up Notes.

“Judgment Currency”

has the meaning specified in Section 1.08(f).

“Junior Debt Documents”

means the agreements governing any Junior Debt.

“JV Entity”

means any joint venture of either the Parent Borrower or any of its Restricted Subsidiaries that is not a Subsidiary.

“L/C Advance”

means, with respect to each Revolving Credit Lender under the Revolving Credit Facility, such Lender’s funding of its participation

in any relevant L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing”

means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the applicable Honor

Date or refinanced as a Revolving Credit Borrowing under the Revolving Credit Facility.

“L/C Credit Extension”

means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount

thereof.

“L/C Commitment”

means, as to any L/C Issuer, its commitment to issue Letters of Credit, and to amend or extend Letters of Credit previously issued by

it, pursuant to Section 2.03, in an aggregate amount at any time outstanding not to exceed (a) in the case of any L/C Issuer party

hereto as of the SecondThird Amendment Effective

Date, the amount set forth opposite such L/C Issuer’s name on Schedule 2.01 under the heading “Letter of Credit Commitments”

and (b) in the case of any Lender that becomes a L/C Issuer hereunder thereafter, that amount which shall be set forth in the written

agreement by which such Lender shall become an L/C Issuer, in each case as the maximum outstanding amount of Letters of Credit to be

issued by such L/C Issuer, as such commitment may be changed from time to time pursuant to the terms hereof or with the agreement in

writing of such Lender, the Parent Borrower and the Administrative Agent and, in the event such commitment is decreased, the other L/C

Issuers. The aggregate L/C Commitments of all the L/C Issuers shall be less than or equal to the Letter of Credit Sublimit at all times.

“L/C Exposure”

means, at any time, the sum of (a) the undrawn portion of the Outstanding Amount of all Letters of Credit at such time and (b) the Outstanding

Amount of all L/C Borrowings in respect of Letters of Credit that have not yet been reimbursed by or on behalf of the applicable Borrower

at such time. The L/C Exposure of (i) any L/C Issuer under the Revolving Credit Facility shall be the aggregate L/C Exposure in respect

of all Letters of Credit issued by that L/C Issuer (other than for purposes of determining such aggregate L/C Exposure for purposes of

determining such L/C Issuer’s unused L/C Commitment, net of any participations by other Revolving Credit Lenders in such Letters

of Credit) and (ii) any Revolving Credit Lender under the Revolving Credit Facility at any time shall be the aggregate amount of all participations

by that Lender in the aggregate L/C Exposure at such time which shall be in an amount equal to its Applicable Percentage of the aggregate

L/C Exposure at such time.

“L/C Issuer”

means, initially, each of the Lenders listed on Schedule 2.01 as having “Letter of Credit Commitments”, in its capacity as

issuer of Letters of Credit hereunder and each other Revolving Credit Lender reasonably acceptable to each of the Administrative Agent

and the Parent Borrower that has entered into a letter of credit issuer agreement in form and substance reasonably satisfactory to the

Administrative Agent and the Parent Borrower, in each case, in its capacity as an issuer of Letters of Credit hereunder, together with

their respective permitted successors and assigns in such capacity. Each L/C Issuer may arrange for one or more Letters of Credit to be

issued by Affiliates of such L/C Issuer, in which case the L/C Issuer shall include any such Affiliate with respect to Letters of Credit

issued by such Affiliate. In the event that there is more than one L/C Issuer at any time, references herein and in the other Loan Documents

to the L/C Issuer shall be deemed to refer to the L/C Issuer in respect of the applicable Letter of Credit or to all L/C Issuers, as the

context requires.

“L/C Obligations”

means, as at any date of determination, the aggregate maximum amount then available to be drawn under all outstanding Letters of Credit

plus the aggregate of all Unreimbursed Amounts in respect of Letters of Credit, including all L/C Borrowings in respect thereof.

For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined

in accordance with Section 1.09. For all purposes under this Agreement, if on any date of determination a Letter of Credit has

expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.13 or 3.14 of the ISP, article

29 of the UCP, or any similar provision under the applicable law or the express terms of the Letter of Credit, the “Outstanding

Amount” of such Letter of Credit shall be deemed to be the amount so remaining available to be drawn.

“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 Extended Revolving Credit Commitment or Additional Revolving Credit Commitment, in each case

as extended in accordance with this Agreement from time to time.

“Laws”

means, collectively, all international, foreign, federal, state, provincial and local statutes, treaties, rules, guidelines, regulations,

ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by

any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders,

directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“LCT Election”

has the meaning specified in Section 1.10(a).

“LCT Provisions”

means the provisions of Section 1.10.

“LCT Test Date”

has the meaning specified in Section 1.10(a).

“Lead Arrangers”

means Deutsche Bank Securities Inc., Citibank N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A.,

Morgan Stanley Senior Funding, Inc. and U.S. Bank National Association, each in its capacity as Lead Arranger under this Agreement.

“Lender”

has the meaning specified in the introductory paragraph to this Agreement and, as the context requires (including, without limitation,

for purposes of Sections 3.03 and 10.22), includes any L/C Issuer and the Swingline Lender, and its successors and assigns

as permitted hereunder, each of which is referred to herein as a “Lender.”

“Letter of Credit”

means any letter of credit issued hereunder (including, in the case of any Existing Letter of Credit, deemed to be issued hereunder).

Each Letter of Credit shall be a standby letter of credit.

“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 relevant L/C Issuer.

“Letter of Credit

Facility Expiration Date” means, for Letters of Credit under the Revolving Credit Facility, the day that is five (5) Business

Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the

next preceding Business Day).

“Letter of Credit

Sublimit” means an amount equal to the Aggregate Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and

not in addition to, the Revolving Credit Facilities.

“Lien”

means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, assignment

(by way of security or otherwise), deemed trust, or preference, priority or other security interest or preferential arrangement of any

kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance

on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Limited Condition

Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, by one or more of the Borrowers

and their respective Restricted Subsidiaries of any assets, business or Person, the consummation of which is not conditioned on the availability

of, or on obtaining, third party acquisition financing.

“Limited Condition

Transaction” means (i) a Limited Condition Acquisition or (ii) any redemption, repurchase, defeasance, satisfaction and discharge

or repayment of indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge

or repayment.

“Line Cap”

means the lesser of the Revolving Credit Commitments and the Borrowing Base.

“Liquidity Condition”

means the period (a) commencing on the date Specified Excess Availability shall have been less than the greater of (x) $12,500,00015,000,000

and (y) 10.0% of the Line Cap for five (5) consecutive Business Days; until (b) Specified Excess Availability shall have been at least

equal to the greater of (x) $12,500,00015,000,000

and (y) 10.0% of the Line Cap for twenty (20) consecutive calendar days.

“Loan”

means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving Credit Loan (including any loans

made pursuant to any Additional Revolving Credit Commitment or loans made pursuant to Extended Revolving Credit Commitments) or a Swingline

Loan.

“Loan Documents”

means, collectively, (i) this Agreement, (ii) the Notes, (iii) each Guaranty, (iv) the Collateral Documents, (v) the ABL Intercreditor

Agreement, (vi) any Acceptable Intercreditor Agreement that is entered into by the Administrative Agent or Collateral Agent, in each case

as amended, and (vii) the Agency Fee Letter.

“Loan Obligations”

means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or other Subsidiary arising under

any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption),

absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees and other amounts that accrue

after the commencement by or against any Loan Party or any other Subsidiary of any proceeding under any Debtor Relief Laws naming such

Person as the debtor in such proceeding, regardless of whether such interest, fees and other amounts are allowed or allowable in such

proceeding. Without limiting the generality of the foregoing, the Loan Obligations of the Loan Parties under the Loan Documents (and of

any of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee

obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs,

indemnities and other amounts, in each case, payable by any Loan Party or any other Subsidiary under any Loan Document and (b) the obligation

of any Loan Party or any other Subsidiary to reimburse any amount in respect of any of the foregoing that any Agent or Lender, in its

sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

“Loan Parties”

means, collectively, the Borrowers and each Subsidiary Guarantor.

“Local Time”

means local time in New York City.

“Losses”

has the meaning specified in Section 10.05.

“Market Capitalization”

means an amount equal to (i) the total number of issued and outstanding shares of common stock or common equity interests of the Parent

Borrower or its direct or indirect parent on the date of the declaration of a Restricted Payment multiplied by (ii) the arithmetic mean

of the closing prices per share of such common stock or common equity interests on the principal securities exchange on which such common

stock or common equity interests are traded for the thirty (30) consecutive trading days immediately preceding the date of declaration

of such Restricted Payment.

“Master Agreement”

has the meaning specified in the definition of “Swap Contract.”

“Material Adverse

Effect” means a material adverse effect on the (a) ability of the Loan Parties (taken as a whole) to perform their payment obligations

under any Loan Document to which any of the Loan Parties is a party or (b) rights and remedies of the Agents (acting on behalf of the

Lenders) under any Loan Document.

“Material Intellectual

Property” means any intellectual property owned by the Borrowers or any of their Restricted Subsidiaries that is material to

the business of the Borrowers and their Restricted Subsidiaries, taken as a whole.

“Material Real Property”

means any fee owned real property of a Loan Party as of the Closing Date and/or acquired by any Loan Party after the Closing Date and

located in the United States with a book value in excess of $25,000,000 (as reasonably determined by the Parent Borrower in good faith

as of the Closing Date or, if acquired thereafter, as of the date of such acquisition, as applicable).

“Material Subsidiary”

means, at any date of determination, each Restricted Subsidiary of the Parent Borrower that is not an Immaterial Subsidiary (but including,

in any case, any Restricted Subsidiary that has been designated as a Material Subsidiary as provided in, or has been designated as an

Immaterial Subsidiary in a manner that does not comply with, the definition of “Immaterial Subsidiary”).

“Maturity Date”

means with respect to the Revolving Credit Commitments in effect as of the SecondThird

Amendment Effective Date, June 12, 2030the

date that is the five year anniversary of the Third Amendment Effective Date; provided that, if on the date that is 91 days prior

to the earliest of the maturity date in respect of (i) the 2024 Refinancing Term Loans (or any Permitted Refinancing thereof under and

as defined in the Term/Revolver Credit Agreement), there are 2024 Refinancing Term Loans outstanding in an aggregate principal amount

in excess of $63,750,000, (ii) Senior Secured Notes (or any Permitted Refinancing thereof under and

as defined in the Term/Revolver Credit Agreement), there are Senior Secured Notes outstanding in an aggregate principal amount in excess

of $187,500,000, (iii) the 2028 Senior Unsecured Notes (or any Permitted Refinancing thereof under and as defined in

the Term/Revolver Credit Agreement), there are 2028 Senior Unsecured Notes outstanding in an aggregate principal amount in excess of

$141,150,000, (iv) in respect of the 2028 Senior Secured Notes (or any Permitted Refinancing thereof),

there are 2028 Senior Secured Notes outstanding in an aggregate principal amount in excess of $112,500,000, (viii)

in respect of the 2029 Senior Unsecured Notes (or any Permitted Refinancing thereof), there are 2029 Senior Unsecured Notes outstanding

in an aggregate principal amount in excess of $146,100,000 and/or, (viiv)

in respect of the 2030 Senior Secured Notes (or any Permitted Refinancing thereof), there are 2030 Senior Secured Notes outstanding in

an aggregate principal amount in excess of $129,750,000, and/or (v) in respect

of the 2031 Senior Secured Notes (or any Permitted Refinancing thereof), there are 2031 Senior Secured Notes outstanding in an aggregate

principal amount in excess of $172,500,000 (such earliest date, the “Springing

Maturity Date”) the Maturity Date shall be the Springing Maturity Date.

“Merger

Agreement” has the meaning specified in the definition of “Permitted Merger”.

“Merger

Agreement Closing Date” means the Closing Date (as defined in the Merger Agreement).

“Merger

Sub” has the meaning specified in the definition of “Permitted Merger”.

“Minimum Extension

Condition” has the meaning specified in Section 2.15(b).

“Monthly Borrowing

Base Certificate” has the meaning specified in Section 6.18.

“Moody’s”

means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage”

means, collectively, the deeds of trust, trust deeds, deeds of hypothecation, security deeds, and mortgages creating and evidencing a

Lien on a Mortgaged Property made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties

in form and substance reasonably satisfactory to the Collateral Agent, and any other mortgages executed and delivered pursuant to Section

6.10 and/or Section 6.12, as applicable.

“Mortgage Policies”

has the meaning specified in paragraph (f) of the definition of “Collateral and Guarantee Requirement.”

“Mortgaged Property”

means each real property owned by any Loan Party, if any, which shall be subject to a Mortgage delivered pursuant to Section 6.10

and/or Section 6.12, as applicable.

“Mubadala”

means (a) Mubadala Capital LLC and/or its affiliates or successors, (b) MIC Capital Management UK LLP and/or its affiliates or successors;

and (c) funds, partnerships or other entities managed, controlled or advised by MIC Capital Management UK LLP and/or its affiliates or

successors, but excluding in each case: (i) any portfolio company of any of the foregoing and (ii) the government of Abu Dhabi.

“Multiemployer Plan”

means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes

or is obligated to make contributions, or during the immediately preceding six (6) years, has made or been obligated to make contributions.

“Net Cash Proceeds”

means:

(a) with respect to the

Disposition of any asset by the Parent Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum

of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received

by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and,

with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received

by or paid to or for the account of the Parent Borrower or any Restricted Subsidiary (excluding any business interruption insurance proceeds))

over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured

by the asset subject to such Disposition or Casualty Event and that is required to be repaid (and is timely repaid) in

connectionwith the proceeds of such Disposition or Casualty Event (other than

Indebtedness under the Loan Documents and Indebtedness that is secured by Liens ranking junior to or pari passu with the Liens

securing Indebtedness under the Loan Documents), (B) the out-of-pocket fees and expenses (including attorneys’ fees, investment

banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording

taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by the Parent Borrower or such

Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) taxes and Tax Distributions paid or reasonably estimated

to be actually payable in connection therewith (including, for the avoidance of doubt, any income, withholding and other taxes payable

as a result of the distribution of such proceeds to the Parent Borrower), (D) [reserved] and (E) any reserve for adjustment in respect

of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset

or assets and retained by the Parent Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension

and other post-employment benefit liabilities and liabilities related to environmental matters or with respect to any indemnification

obligations associated with such transaction, it being understood that “Net Cash Proceeds” shall include (i) any cash or

Cash Equivalents received upon the Disposition of any non-cash consideration by the Parent Borrower or any Restricted Subsidiary in any

such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount)

of any reserve described in clause (E) above or if such liabilities have not been satisfied in cash and such reserve is not reversed

within 365 days after such Disposition or Casualty Event, the amount of such reserve; and

(b) (i) with respect to the

incurrence or issuance of any Indebtedness by the Parent Borrower or any Restricted Subsidiary, the excess, if any, of (x) the sum of

the cash received in connection with such incurrence or issuance over (y) the investment banking fees, underwriting discounts, commissions,

costs and other out-of-pocket expenses and other customary expenses incurred by the Parent Borrower or such Restricted Subsidiary (or,

in the case of taxes, any member thereof) in connection with such incurrence or issuance and, in the case of Indebtedness of any Foreign

Subsidiary of the Parent Borrower, deductions in respect of withholding taxes that are or would otherwise be payable in cash if such funds

were repatriated to the United States and (ii) with respect to any Permitted Equity Issuance by any direct or indirect parent of the Parent

Borrower, the amount of cash from such Permitted Equity Issuance contributed to the capital of the Parent Borrower.

“Non-Consenting

Lender” has the meaning specified in Section 3.06(d).

“Non-Extending Lender”

has the meaning specified in Section 3.06(d).

“Non-Loan Party”

means any Restricted Subsidiary of the Parent Borrower that is not a Loan Party.

“Non-extension Notice

Date” has the meaning specified in Section 2.03(b)(iii).

“Non-U.S. Discretionary

Guarantor” has the meaning specified in Section 6.10(a).

“Note”

means a Revolving Credit Note or a Swingline Note, as the context may require.

“Obligations”

means all (x) Loan Obligations, (y) obligations of any Loan Party or any Restricted Subsidiary arising under any Secured Hedge Agreement

and (z) Cash Management Obligations; provided that the “Obligations” shall exclude any Excluded Swap Obligations.

“OFAC”

has the meaning specified in Section 5.19.

“Organization Documents”

means (a) with respect to any corporation or company, the certificate or articles of incorporation, the memorandum and articles of association,

any certificates of change of name and/or the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S.

jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating

agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any

partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation

or organization (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction) and any agreement, declaration,

instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental

Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization

of such entity.

“Other Benchmark

Rate Election” means the occurrence of:

(a) a notification by the

Administrative Agent and the Parent Borrower to each of the other parties hereto that at least five currently outstanding Dollar-denominated

syndicated credit facilities at such time contain (as a result of amendment or as originally executed), in lieu of a SOFR-based rate,

an alternative benchmark rate as a benchmark rate, and

(b) the Administrative Agent,

in its sole discretion, and the Parent Borrower jointly elect to trigger a fallback from the then-current Benchmark and the provision,

as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders.

“Other Connection

Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such recipient

and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party

to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction

pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes”

means all present or future stamp, court or documentary Taxes and any other property, intangible, recording or similar Taxes which arise

from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, from the receipt

or perfection of a security interest under, or otherwise with respect to, any Loan Document, excluding, in each case, any such Tax that

is an Other Connection Tax resulting from an Assignment and Assumption or transfer or assignment (other than an assignment pursuant to

a request by the Parent Borrower under Section 3.06).

“Outstanding Amount”

means (a) with respect to any Loan on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments

or repayments thereof (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Borrowings as a Revolving

Credit Borrowing) occurring on such date; and (b) with respect to any Letter of Credit, Unreimbursed Amount, L/C Borrowing or L/C Obligations

on any date, the outstanding amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date

and any other changes thereto as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related

Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit

Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit

taking effect on such date.

“Overnight Rate”

means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight

rate reasonably determined in good faith by the Administrative Agent or the applicable L/C Issuer, as the case may be, in accordance with

banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate

of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount

with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of DBNY in the applicable

offshore interbank market for such currency to major banks in such interbank market.

“Parent Borrower”

has the meaning specified in the introductory paragraph of this Agreement.

“Pari Passu Hedge

Obligations” means, at any time, any Secured Hedge Obligation for which a Hedge Product Reserve exists at such time and only

to the extent of the amount of such Hedge Product Reserve at such time.

“Participant”

has the meaning specified in Section 10.07(e).

“Participant Register”

has the meaning specified in Section 10.07(e).

“Payment Conditions”

means, with respect to any transaction,

(a) 20-Day Specified Excess

Availability and Specified Excess Availability (in each case calculated on a Pro Forma Basis after giving effect to any Borrowing or issuance

of any Letter of Credit in connection with any subject transaction and after giving effect to the acquisition of any Acquired Borrowing

Base Collateral in connection with such transaction) on the date of the subject transaction would be equal to or greater than:

(i) in the case of Restricted

Payments, (x) if the Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) is greater than or equal to 1.00:1.00, the greater

of (A) $22,500,000 and (B) 15.0% of the Line Cap and (y) if the Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) is less

than 1.00:1.00, the greater of (A) $30,000,000 and (B) 20.0% of the Line Cap and

(ii) in the case of any

other transaction subject to the Payment Conditions, (x) if the Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) is greater

than or equal to 1.00:1.00, the greater of (A) $18,750,000 and (B) 12.5% of the Line Cap and (y) if the Fixed Charge Coverage Ratio (calculated

on a Pro Forma Basis) is less than 1.0):1.00, the greater of (A) $26,250,000 and (B) 17.5% of the Line Cap; and

(b) as of the date of such

transaction no Specified ABL Event of Default shall be continuing.

“Payment Recipient”

has the meaning specified in Section 9.18.

“PBGC”

means the Pension Benefit Guaranty Corporation.

“Pension Plan”

means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) other than a Multiemployer Plan,

that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party

or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in

Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding six (6) years.

“Periodic Term SOFR

Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Acquisition”

has the meaning specified in Section 7.02(j).

“Permitted Discretion”

means reasonable (from the perspective of a secured asset-based lender) credit judgment, exercised in good faith in accordance with customary

business practices of the Administrative Agent for comparable asset-based lending transactions.

“Permitted Equity

Issuance” means any sale or issuance of any Qualified Equity Interests.

“Permitted

Holders” means Mubadala, Mubadala’s Affiliates, any other holder (or affiliate thereof) of a direct or indirect equity interest

in the Parent Borrower that (a) holds such interest as of the Third Amendment Effective Date or (b) becomes a holder of such interest

prior to the date that is 120 days after the Third Amendment Effective Date, and any Person in respect of whom any of the foregoing has

the power, directly or indirectly, to direct (or cause the direction of) the management and policies of that Person, whether by contract,

equity ownership or otherwise.

“Permitted Liens”

means any Liens permitted by Section 7.01.

“Permitted

Merger” means the merger of Madison Merger Sub Inc., a Delaware corporation (“Merger Sub”) with and into the Parent

Borrower, with the Parent Borrower as the surviving entity, and the other related transactions contemplated by that certain Agreement

and Plan of Merger, dated as of February 9, 2026, by and among Madison Parent Inc., a Delaware corporation, Merger Sub, and the Parent

Borrower (together with the schedules and exhibits thereto and as the same may be further amended, restated, amended and restated, supplemented,

modified or waived from time to time) (the “Merger Agreement”).

“Permitted Refinancing”

means, with respect to any Person, any modification (other than a release of such Person), refinancing, refunding, renewal or extension

of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not

exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended

except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably

incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments

unutilized thereunder, and as otherwise permitted under Section 7.03, (b) other than with respect to a Permitted Refinancing in

respect of Indebtedness permitted pursuant to Section 7.03(f), such modification, refinancing, refunding, renewal or extension

(other than any Inside Maturity Loans) has a final maturity date equal to or later than the final maturity date of, and has a Weighted

Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced,

refunded, renewed or extended, (c) to the extent such Indebtedness being so modified, refinanced, refunded, renewed or extended is secured

by a Lien on the Collateral, (i) the Lien securing such Indebtedness as modified, refinanced, refunded, renewed or extended shall not

be senior in priority to the Lien on the Collateral securing the Indebtedness being modified, refinanced, refunded, renewed or extended

unless such Lien is otherwise permitted under any basket or exception under Section 7.01 (with such amounts constituting utilization

of the applicable basket or exception under Section 7.01) and/or an Acceptable Intercreditor Agreement is entered into and (ii)

shall not be secured by any additional assets that do not constitute Collateral unless such additional assets substantially concurrently

becomes Collateral or a Lien on such assets is otherwise permitted under any basket or exception under Section 7.01 (with such

amounts constituting utilization of the applicable basket or exception under Section 7.01), (d) to the extent such Indebtedness

being so modified, refinanced, refunded, renewed or extended is guaranteed by a Guarantee, such Indebtedness as modified, refinanced,

renewed or extended shall not have any additional guarantees unless such additional guarantees are substantially simultaneously provided

in respect of the Loans and Commitments under this Agreement and (e) if such Indebtedness being modified, refinanced, refunded, renewed

or extended is Indebtedness permitted pursuant to Section 7.03(c), (i) to the extent such Indebtedness being so modified, refinanced,

refunded, renewed or extended is subordinated in right of payment to the Loan Obligations, such modification, refinancing, refunding,

renewal or extension is subordinated in right of payment to the Loan Obligations on terms at least as favorable to the Lenders as those

contained in the documentation governing the Indebtedness being so modified, refinanced, refunded, renewed or extended, (ii) the terms

and conditions of such Indebtedness (excluding pricing, call protection, premiums and prepayment or redemption terms or covenants or other

provisions applicable only to periods after the maturity date of the Loans being refinanced) shall be either, taken as a whole, no more

favorable to the lenders providing such Indebtedness, in their capacity as such or be on market terms at the time of the establishment

of such Indebtedness (in each case, as reasonably determined by the Parent Borrower) (except for (x) covenants or other provisions applicable

only to periods after the latest maturity date of the relevant Loans being refinanced or (y) to the extent any more restrictive covenant

or provision is added for the benefit of any revolving facility, such covenant or provision (except to the extent only applicable after

the maturity date of the Revolving Credit Facility) is also added for the benefit of the Revolving Credit Facility to the extent it remains

outstanding after the incurrence of such Indebtedness; it being understood and agreed that in each such case, no consent of the Administrative

Agent and/or any Lender shall be required in connection with adding such covenant or provision); provided that a certificate of

a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness,

together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation

relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement,

shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies

the Parent Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description

of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension is incurred by a Person

who is the obligor of the Indebtedness being so modified, refinanced, refunded, renewed or extended.

“Permitted Sale

Leaseback” means any Sale Leaseback consummated by the Parent Borrower or any of its Restricted Subsidiaries after the Closing

Date for an aggregate amount for all such Sale Leasebacks not to exceed the greater of (x) $60,000,000 and (y) 10.0% of Consolidated EBITDA

as of the last day of the most recently ended Test Period; provided that any such Sale Leaseback not between (x) a Loan Party and

another Loan Party or (y) 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 Parent Borrower or such

Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of the Parent Borrower

or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Plan”

means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) other than a Foreign Plan, established

or maintained by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any

ERISA Affiliate.

“Plan of Reorganization”

has the meaning specified in Section 10.07(l)(iii).

“Platform”

has the meaning specified in Section 6.02.

“Post-Acquisition

Period” means, with respect to any Permitted Acquisition or the conversion of any Unrestricted Subsidiary into a Restricted

Subsidiary, the period beginning on the date such Permitted Acquisition or conversion is consummated and ending on the last day of the

fourth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition or conversion is consummated.

“Pounds Sterling”

means the lawful currency of the United Kingdom.

“Principal Office”

means, for each of the Administrative Agent, the Swingline Lender and each L/C Issuer, such Person’s address and, as appropriate,

account as set forth on Schedule 10.02, or such other address or account as such Person may from time to time notify in writing

to the Parent Borrower, the Administrative Agent, the Swingline Lender and the L/C Issuers.

“Proceeding”

has the meaning specified in Section 10.05.

“Pro Forma Adjustment”

means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to

the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or the Consolidated EBITDA, (a) the

pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that is expected to have a continuing

impact and (b) additional good faith pro forma adjustments arising out of cost savings initiatives attributable to such transaction and

additional costs associated with the combination of the operations of such Acquired Entity or Business or Converted Restricted Subsidiary

with the operations of the Parent Borrower and its Restricted Subsidiaries, in each case being given pro forma effect, which actions (i)

have been taken or (ii) will be taken or implemented within the succeeding twenty four (24) months following such transaction and, in

each case, including, but not limited to, (w) reduction in personnel expenses, (x) reduction of costs related to administrative functions,

(y) reductions of costs related to leased or owned properties and (z) reductions from the consolidation of operations and streamlining

of corporate overhead) taking into account, for purposes of determining such compliance, the historical financial statements of the Acquired

Entity or Business or Converted Restricted Subsidiary and the consolidated financial statements of the Parent Borrower and its Restricted

Subsidiaries, assuming such Permitted Acquisition or conversion, and all other Permitted Acquisitions or conversions that have been consummated

during the period, and any Indebtedness or other liabilities repaid in connection therewith had been consummated and incurred or repaid

at the beginning of such period (and assuming that such Indebtedness to be incurred bears interest during any portion of the applicable

measurement period prior to the relevant acquisition at the interest rate which is or would be in effect with respect to such Indebtedness

as at the relevant date of determination); provided that, so long as such actions are initiated during such Post-Acquisition Period

or such costs are incurred during such Post-Acquisition Period, as applicable, for purposes of projecting such pro forma increase or decrease

to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, it may be assumed that such cost savings will be realizable during

the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided

further that at the election of the Parent Borrower, such Pro Forma Adjustment shall not be required to be determined for any Acquired

Entity or Business or Converted Restricted Subsidiary to the extent the aggregate consideration paid in connection with such acquisition

was less than $25,000,000.

“Pro Forma Basis”

and “Pro Forma Effect” mean, with respect to compliance with any test hereunder for an applicable period of measurement,

that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following

transactions in connection therewith that have been made during the applicable period of measurement or, except for determining the Applicable

Rate and for determining actual compliance with the Financial Covenant, subsequent to such period and prior to or simultaneously with

the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement

(as of the last date in the case of a balance sheet item) in such test: (a) income statement items (whether positive or negative) attributable

to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests

in any Restricted Subsidiary of the Parent Borrower or any division, product line, or facility used for operations of the Parent Borrower

or any of its Restricted Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the

definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred

or assumed by the Parent Borrower or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating

or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing

the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that,

(1) without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above, the foregoing pro forma adjustments

may be applied to any such test solely to the extent that such adjustments are consistent with the definition of “Consolidated EBITDA”

and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by the Parent Borrower

in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Parent Borrower and

its Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment”,

(2) in connection with any Specified Transaction that is the incurrence of Indebtedness in respect of which compliance with any specified

leverage ratio test is by the terms of this Agreement required to be calculated on a Pro Forma Basis, (I) the proceeds of such Indebtedness

shall not be netted from Indebtedness in the calculation of the applicable leverage ratio test and (II) subject to Section 1.11,

if such Indebtedness is a revolving facility, (other than in respect of actual compliance with the Financial Covenant) the incurrence

or repayment of any indebtedness in respect of such revolving facility (including the Revolving Credit Facility) included in such financial

covenant ratio or incurrence test calculation immediately prior to or simultaneously with the incurrence of such indebtedness for which

the pro forma calculation of such ratio or test is being made and/or any drawing under any revolving facilities used to finance working

capital needs of the Parent Borrower and its Restricted Subsidiaries (as reasonably determined by the Parent Borrower), shall be disregarded

but, for avoidance of doubt, shall thereafter be included in any future calculations after giving effect to any prepayments or other Specified

Transactions with respect thereto and (3) when calculating the Fixed Charge Coverage Ratio for purposes of determining actual compliance

(and not compliance on a Pro Forma Basis) with Section 7.09, the events that occurred subsequent to the end of the applicable Test

Period shall not be given pro forma effect.

“Protective Advance

Participation” has the meaning specified in Section 2.01(c).

“Protective Advances”

has the meaning specified in Section 2.01(c).

“PTE”

means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time

to time.

“Public Company

Costs” means, as to the Parent Borrower and its Subsidiaries, costs associated with, or in anticipation of, or preparation for,

compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and

costs relating to compliance with the provisions of the Securities Act and the Exchange Act or any other comparable body of laws, rules

or regulations, as companies with listed equity, directors’ compensation, fees and expense reimbursement, costs relating to investor

relations, shareholder meetings and reports to shareholders, directors’ and officers’ insurance and other executive costs,

legal and other professional fees, and listing fees, in each case to the extent arising by virtue of the listing of the Parent Borrower’s

or its direct or indirect parent’s equity or issuance by the Parent Borrower or its Subsidiaries of public debt securities.

“Public Lender”

has the meaning specified in Section 6.02.

“Public Offer”

has the meaning specified in Section 1.10(a).

“QFC”

has the meaning specified in Section 10.25.

“QFC Credit Support”

has the meaning specified in Section 10.25.

“Qualified Equity

Interests” means any Equity Interests of the Parent Borrower that are not Disqualified Equity Interests.

“Qualified

Securitization Financing” means any Securitization Facility that is non-recourse to the Parent Borrower or any Subsidiaries (other

than Standard Securitization Undertakings) other than a Securitization Subsidiary that meets the following conditions: (a) the Parent

Borrower shall have determined in good faith that such Securitization Facility is in the aggregate economically fair and reasonable to

Holdings and its Restricted Subsidiaries, (b) all sales, contributions or other transfers of Securitization Assets and related assets

by Holdings or any of its Restricted Subsidiaries to the Securitization Subsidiary or any other Person are made for fair consideration

(as determined in good faith by the Parent Borrower) or, with respect to a contribution, in exchange for an increase in the capital account

of the relevant contributing entity with the Securitization Subsidiary in an amount which constitutes fair consideration and (c) the

financing terms, covenants, termination events and other provisions thereof shall be fair and reasonable terms (as determined in good

faith by the Parent Borrower) and may include Standard Securitization Undertakings. It is understood and agreed that, for so long as

any of the indentures governing the 2030 Senior Secured Notes, 2031 Senior Secured Notes or 2033 Senior Secured Notes (or any Permitted

Refinancing in respect thereof) remains outstanding and the documentation in respect of such notes (or Permitted Refinancing) contains

a cap on Qualified Securitization Financings, the aggregate outstanding face amount of obligations secured by Liens existing in reliance

on this clause shall not exceed the greater of (i) the greater of (x) $175,000,000 and (y) 30% of Consolidated EBITDA as of the last

day of the most recently ended Test Period and (ii) such caps in the respective indentures governing the 2030 Senior Secured Notes, 2031

Senior Secured Notes or 2033 Senior Secured Notes (or any Permitted Refinancing thereof), as applicable. The Parent Borrower shall provide

the Administrative Agent with prior written notice of its intention to enter into any Qualified Securitization Financing, substantially

in the form of Exhibit N. Immediately after giving effect to any Qualified Securitization Financing, pro forma Excess Availability (calculated

based on the Borrowing Base Certificate provided in connection with the notice referred to in the immediately preceding sentence) shall

not be less than $0.

“Refinancing”

has the meaning specified in the recitals hereto.

“Refunded Swingline

Loans” has the meaning specified in Section 2.04(c)(i).

“Register”

has the meaning specified in Section 10.07(d).

“REIT”

means a “real estate investment trust” as defined under Sections 856–860 of the Code.

“REIT Conversion

Transaction” means any of the following transactions entered into in connection with, or in contemplation of, a REIT Election:

(i) a Disposition in accordance with Section 7.05(v), (ii) the payment of any dividends or distributions in accordance with Section 7.06(viii)

and (iii) any other transaction consummated in connection with, or in contemplation of, a REIT Election.

“REIT Conversion

Transaction Requirement” means, after giving effect to the relevant REIT Conversion Transaction, (a) there is no Default or

Event of Default and (b) the Total Leverage Ratio does not exceed 5.50:1.00, as calculated on a Pro Forma Basis.

“REIT Election”

means an election by the Parent Borrower (or its applicable parent entity) to be treated as a REIT; provided that, (x) the Parent

Borrower (or its applicable parent entity) has publicly announced its intention to become a REIT and (y) as of such election, on a Pro

Forma Basis, after giving effect to all related REIT Conversion Transactions the REIT Conversion Transaction Requirement is satisfied.

“Relevant Governmental

Body” means (a) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts

denominated in, or calculated with respect to, Dollars, 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 and (b)

with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated

with respect to, any Alternative Currency, (1) the central bank for the Alternative Currency in which such Obligations, interest, fees,

commissions or other amounts are denominated, or calculated with respect to, or any central bank or other supervisor which is responsible

for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (2) any working group

or committee officially endorsed or convened by (A) the central bank for the Alternative Currency in which such Obligations, interest,

fees, commissions or other amounts are denominated, or calculated with respect to, (B) any central bank or other supervisor that is responsible

for supervising either (i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement, (C) a group of those central

banks or other supervisors or (D) the Financial Stability Board or any part thereof.

“Release”

means any release, spill, emission, discharge, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching of Hazardous

Materials into or through the Environment or into, from or through any building, structure or facility.

“Reorganization”

means any reorganization of any of the Parent Borrower and/or its Subsidiaries implemented in order to optimize the tax position of such

entities or any parent thereof (as reasonably determined by the Parent Borrower in good faith) so long as such reorganization does not

materially impair any Guarantee or security interests of the Lenders and is otherwise not materially adverse to the Lenders in their capacity

as such, taken as a whole, and after giving effect to such re-structuring, the Loan Parties and their Restricted Subsidiaries otherwise

comply with the definition of “Collateral and Guarantee Requirement” and Section 6.10.

“Replacement CCOH

Preferred Stock” has the meaning specified in Section 7.06(s).

“Reportable Event”

means, with respect to any Pension Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder,

other than events for which the thirty (30) day notice period has been waived.

“Request for Credit

Extension” means (a) with respect to a Borrowing, conversion or continuation of Revolving Credit Loans, a Committed Loan Notice,

(b) with respect to an L/C Credit Extension, a Letter of Credit Application and (c) with respect to a Swingline Loan, a Committed Loan

Notice.

“Required Debt Terms”

shall mean in respect of any Indebtedness, other than in the case of Inside Maturity Loans, compliance with Sections 2.14(b)(iii) and

(iv) of the Term/Revolver Credit Agreement as in effect on the date hereof, in each case, as if such Indebtedness were incurred thereunder.

“Required Lenders”

means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate Outstanding

Amount of each Lender’s Revolving Credit Exposure being deemed “held” by such Lender for purposes of this definition),

(b) [reserved] and (c) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment

of, and the portion of the Total Outstandings held or deemed held by any Defaulting Lender shall be excluded for all purposes of making

a determination of Required Lenders.

“Resolution Authority”

means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer”

means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, controller or other similar officer

of a Loan Party and, as to any document delivered on a Closing Date, any secretary or assistant secretary of a Loan Party and, solely

for purposes of notices given pursuant to Article II, any other officer of the applicable Loan Party so designated by any of the foregoing

officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant

to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible

Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action

on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment”

means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest in the Parent

Borrower, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of

the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account

of any return of capital to the holders of Equity Interests of the Parent Borrower.

“Restricted Subsidiary”

means any Subsidiary of the Parent Borrower other than an Unrestricted Subsidiary; it being agreed that, unless otherwise specified, “Restricted

Subsidiary” shall mean any Restricted Subsidiary of Parent Borrower.

“Revolving Credit

Borrowing” means a borrowing consisting of Revolving Credit Loans of the same Class, Type and currency, made, converted or continued

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

“Revolving Credit

Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Credit Loans and to

acquire participations in Letters of Credit and Swingline Loans, expressed as an amount representing the maximum possible aggregate amount

of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section

2.06 and (b) increased from time to time pursuant to Section 2.14. The initial amount of each Lender’s Revolving Credit

Commitment on the Closing Date is set forth on Schedule 2.01 under the caption “Revolving Credit Commitment”, or in

the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Credit Commitment, as the case may be. The

initial aggregate amount of the Lenders’ Revolving Credit Commitments on the Closing Date is $125,000,000. The aggregate amount

of the lenders’ Revolving Credit Commitment on the First Amendment Effective Date is $175,000,000. The aggregate amount of the

lenders’ Revolving Credit Commitment on the Second Amendment Effective Date is $200,000,000. The

aggregate amount of the lenders’ Revolving Credit Commitment on the Third Amendment Effective Date is $250,000,000.

“Revolving Credit

Commitment Increase” has the meaning specified in Section 2.14.

“Revolving Credit

Exposure” means, at any time for any Lender, the sum of (a) the Outstanding Amount of the Revolving Credit Loans of such Lender

outstanding at such time, (b) the L/C Exposure of such Lender at such time and (c) such Lender’s (including the Swingline Lender’s)

Applicable Percentage of the Outstanding Amount of all Swingline Loans.

“Revolving Credit

Facility” means the Revolving Credit Commitments and the extension of credit made thereunder.

“Revolving Credit

Lender” means a Lender with a Revolving Credit Commitment or, if the Revolving Credit Commitments have terminated or expired,

a Lender with Revolving Credit Exposure.

“Revolving Credit

Loan” means a Loan made pursuant to Section 2.01(b).

“Revolving Credit

Note” means a promissory note of the Borrowers payable to any Revolving Credit Lender or its registered assigns, in substantially

the form of Exhibit F-1 hereto with appropriate insertions, evidencing the aggregate Indebtedness of the Borrowers to such Revolving

Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender under the Revolving Credit Facility.

“RFR Borrowing”

means, as to any Borrowing, the RFR Loans comprising such Borrowing.

“RFR Business Day”

means, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to Pounds Sterling,

any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London.

“RFR Loan”

means a Loan that bears interest at a rate based on Adjusted Daily Simple RFR.

“S&P”

means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc..

“Sale Leaseback”

means any transaction or series of related transactions pursuant to which the Parent Borrower or any of its 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 or other 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 specified in Section 5.19.

“Scheduled Principal

Payments” means scheduled principal payments of long term Indebtedness (including payments in respect of capital leases to the

extent allocated to principal, but excluding payments in respect of intercompany debt and payments in respect of earn-outs) paid or payable

currently in cash and taking into account the effects of mandatory or voluntary prepayments hereunder or any other Indebtedness in accordance

with the terms hereof and thereof.

“SEC”

means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“Second Amendment”

means that certain Second Amendment to Credit Agreement, dated as of the Second Amendment Effective Date, among the Administrative

Agent, Borrowers, the Loan Parties party thereto and the Revolving Credit Lenders party thereto.

“Second Amendment

Effective Date” means June 12, 2025.

“Secured Hedge Agreement”

means any Swap Contract permitted hereunder that is entered into by and between (a) any Loan Party or any Restricted Subsidiary (or any

Person that merges into or becomes a Restricted Subsidiary) designated by the Parent Borrower to the Administrative Agent, and (b) any

Hedge Bank; provided that (i) a single notice of a specified Master Agreement shall be deemed to designate all swaps under such

Master Agreement as a “Secured Hedge Agreement” and (ii) any such designation of a Secured Hedge Agreement shall be irrevocable

unless the relevant Hedge Bank consents in writing to such revocation; provided, further, that in no event shall any Swap Contract

constitute a Secured Hedge Agreement hereunder to the extent that obligations of any Loan Party or any Restricted Subsidiary under such

Swap Contract constitute Term/Revolver Obligations.

“Secured Hedge Obligations”

means any Obligations of the type described in clause (y) of the definition of Obligations.

“Secured Leverage

Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Secured Debt as of the last day of such Test Period

to (b) Consolidated EBITDA for such Test Period.

“Secured Parties”

means, collectively, the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Lenders, L/C Issuers, the Hedge Banks, the

Cash Management Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from

time to time pursuant to Section 9.01(c).

“Securities Act”

means the Securities Act of 1933.

“Securitization

Asset” means (a) any accounts receivable, mortgage receivables, loan receivables, receivables or loans relating to the financing

of insurance premiums, royalty, patent or other revenue streams and other rights to payment or related assets and the proceeds thereof

and any properties, assets (including Billboards) and revenue streams associated with the Americas Outdoor Advertising segment of the

Parent Borrower and its Restricted Subsidiaries and (b) all collateral securing such receivable or asset, all contracts and contract

rights, guarantees 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 connection with a securitization, factoring or receivable sale transaction.

“Securitization

Facility” means any of one or more securitization, financing, factoring or sales transactions, and/or receivables purchase agreements,

in each case, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, pursuant to which the Parent

Borrower or any of its Restricted Subsidiaries sells, transfers, pledges or otherwise conveys any Securitization Assets (whether now

existing or arising in the future) to a Securitization Subsidiary or any other Person.

“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 in connection with, any Qualified Securitization Financing.

“Securitization

Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase

or otherwise make payments with respect to Securitization Assets arising as a result of a breach of a representation, warranty, 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 Parent 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 this purpose.

“Security Agreement”

means, collectively, the Security Agreement executed by the Borrowers, the Subsidiary Guarantors and the Collateral Agent on the Closing

Date substantially in the form of Exhibit G, as supplemented by any Security Agreement Supplement executed and delivered pursuant

to Section 6.10.

“Security Agreement

Supplement” has the meaning specified in the Security Agreement.

“Senior Secured

Notes” means the 5.125% senior secured notes due 2027 issued by the Borrower, as Issuer, on the Closing Date.

“Senior Unsecured

Notes” means (i) those certain 6.50% Series A Notes due 2022 issued by Clear Channel Worldwide Holdings, Inc. on November 19,

2012 pursuant to that certain Indenture, dated as of November 19, 2012, by and among Clear Channel Worldwide Holdings, Inc., the other

guarantors party thereto and U.S. Bank National Association, as trustee and (ii) those certain Series B Notes due 2022 issued by Clear

Channel Worldwide Holdings, Inc. on November 19, 2012 pursuant to that certain Indenture, dated as of November 19, 2012, by and among

Clear Channel Worldwide Holdings, Inc., the other guarantors party thereto, and U.S. Bank National Association, as trustee.

“Standard

Securitization Undertakings” means representations, warranties, covenants, guarantees and indemnities entered into by Holdings

or any Subsidiary of Holdings which the Parent Borrower has determined in good faith to be customary in a non recourse Securitization

Facility, including those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization

Repurchase Obligation related to the foregoing shall be deemed to be a Standard Securitization Undertaking or, in the case of a factoring

facility, a non-credit related recourse account receivable factoring arrangement.

“Stepped Up Notes”

means those certain 9.25% Notes due 2024 issued in an aggregate principal amount of $2,235,000,000 pursuant to that certain Indenture,

dated as of February 12, 2019, by and among Clear Channel Worldwide Holdings, Inc., the Borrower, Clear Channel Outdoor, LLC, the other

guarantors party thereto, and U.S. Bank National Association, as trustee.

“Stepped Up Notes

Refinancing” means either (1) less than $250,000,000 principal amount of Stepped Up Notes remains outstanding as of the date

that is 91 days prior to the maturity date of the Stepped Up Notes; provided that, if the Stepped Up Notes have been refinanced with the

proceeds of Indebtedness, a Stepped Up Notes Refinancing shall occur only if such refinancing Indebtedness matures at least 91 days after

the Latest Maturity Date or (2) the maturity date of the Stepped Up Notes has been extended to a date that is at least 91 days after the

Latest Maturity Date.

“Similar Business”

means (a) any businesses, services or activities engaged in by the Parent Borrower or its Subsidiaries on the Closing Date, (b) any businesses,

services and activities engaged in by the Parent Borrower or its Subsidiaries that are related, complementary, incidental, ancillary or

similar to any of the foregoing or are extensions or developments of any thereof and/or (c) a Person conducting a business, service or

activity specified in clauses (a) and (b), and/or any Subsidiary thereof. For the avoidance of doubt, any Person that invests

in or owns Equity Interests or Indebtedness of another Person that is engaged in a Similar Business shall be deemed to be engaged in a

Similar Business.

“SOFR”

means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator”

means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Borrowing”

means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Loan”

means any Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (ii)(d) of the definition of “Base

Rate”.

“SONIA”

means a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator.

“SONIA Adjustment”

means a percentage equal to 0.1193% (11.93 basis points) per annum.

“SONIA Administrator”

means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“SONIA Administrator’s

Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for

the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“Sold Entity or

Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”

“Solvent”

and “Solvency” mean, with respect to any Person on any date of determination, that on such date (i) the fair value

of the property of such Person is greater than the total amount of debts and liabilities, contingent, subordinated or otherwise, of such

Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the

liability of such Person on its debts as they become absolute and matured, (iii) such Person will be able to pay its debts and liabilities,

subordinated, contingent or otherwise, as they become absolute and matured and (iv) such Person is not engaged in business or a transaction,

and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small

capital; provided that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the

facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC”

has the meaning specified in Section 10.07(h).

“Specified ABL Event

of Default” means an Event of Default under Sections 8.01(a), 8.01(b) (solely with respect to a failure to comply with Section

7.09), 8.01(c) (solely with respect to (i) failure to comply with the cash management system in accordance with Section 6.19 or (ii) failure

to deliver a Borrowing Base Certificate in accordance with Section 6.18), 8.01(d) (solely with respect to a material misrepresentation

with respect to the Borrowing Base Certificate) or 8.01(f) (with respect to a Loan Party).

“Specified Event

of Default” means any Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g).

“Specified Excess

Availability” means, as of any date of determination thereof, the sum of (a) Excess Availability, plus (b) the Excess Borrowing

Base; provided that, in no event shall any increase pursuant to this clause (b) exceed for any purpose 5.00% of the Line Cap at

such time plus (c) so long as Excess Availability is not less than zero, the amount of any Letters of Credit that are Cash Collateralized

with the Administrative Agent in accordance with Section 2.03(f) at such time.

“Specified Loan

Party” means any Loan Party that is not an “eligible contract participant” as defined in the Commodity Exchange

Act (determined prior to giving effect to any applicable keep well, support or other agreement for the benefit of such Guarantor and any

and all Guarantees of such Guarantor’s Swap Obligations by other Loan Parties).

“Specified Transaction”

means any Investment, Disposition (including any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the

Parent Borrower or, any asset sale of a business unit, line of business or division), incurrence or repayment of Indebtedness, Restricted

Payment, Subsidiary designation, Incremental Revolving Credit Commitments that by the terms of this Agreement requires such test to be

calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect.”

“Springing Maturity

Date” has the meaning specified in the definition of the term “Maturity Date”.

“Subsidiary”

of a Person means a corporation, company, partnership, joint venture, limited liability company or other business entity of which a majority

of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other

than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or

the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person.

Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary

or Subsidiaries of the Parent Borrower.

“Subsidiary Borrowers”

means each of the Initial Subsidiary Borrowers and each Domestic Subsidiary that becomes a party to this Agreement as a Borrower after

the Closing Date pursuant to Section 6.10 or otherwise.

“Subsidiary Guarantor”

means, collectively, the Subsidiaries of the Parent Borrower (other than the Subsidiary Borrowers) that are Guarantors.

“Successor Company”

has the meaning specified in Section 7.04(d).

“Supermajority Lenders”

means, as of any date of determination, Lenders having more than 66 2/3% of the sum of the (a) Total Outstandings (with the aggregate

amount of each Lender’s Revolving Credit Exposure being deemed “held” by such Lender for purposes of this definition)

and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the

Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Supermajority

Lenders.

“Supported QFC”

has the meaning specified in Section 10.25.

“Supplemental Administrative

Agent” has the meaning specified in Section 9.13(a) and “Supplemental Administrative Agents” shall have the

corresponding meaning.

“Swap Contract”

means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,

commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options

or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions,

cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency

options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter

into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all

transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of

master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement,

or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),

including any such obligations or liabilities under any Master Agreement.

“Swap Obligation”

means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a

“swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Termination

Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable

netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and

termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced

in clause (a), the amount(s) determined as the mark to market value(s) for such Swap Contracts, as determined by the Hedge Bank

(or the Parent Borrower, if no Hedge Bank is party to such Swap Contract) in accordance with the terms thereof and in accordance with

customary methods for calculating mark-to-market values under similar arrangements by the Hedge Bank (or the Parent Borrower, if no Hedge

Bank is party to such Swap Contract).

“Swingline Borrowing”

means a borrowing of a Swingline Loan.

“Swingline Commitment”

means the commitment of the Swingline Lender to make Swingline Loans pursuant to Section 2.04, in an aggregate principal amount

at any time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the heading “Swingline

Commitments” as the maximum outstanding principal amount of Swingline Loans to be made by the Swingline Lender, as such commitment

may be changed from time to time pursuant to the terms hereof or with the agreement in writing of the Swingline Lender, the Parent Borrower

and the Administrative Agent. The Swingline Commitment of the Swingline Lender shall be less than or equal to the Swingline Sublimit at

all times.

“Swingline Lender”

means DBNY, in its capacity as a lender of Swingline Loans hereunder or any successor swingline lender hereunder.

“Swingline Loan”

means a loan made by the Swingline Lender to the Parent Borrower pursuant to Section 2.04(a).

“Swingline Note”

means a promissory note of the Parent Borrower payable to the Swingline Lender or its registered assigns, in substantially the form of

Exhibit F-2 hereto, evidencing the aggregate Indebtedness of the Parent Borrower to the Swingline Lender resulting from the Swingline

Loans made by the Swingline Lender from time to time.

“Swingline Participations”

has the meaning set forth in Section 2.04(c)(ii).

“Swingline Sublimit”

means an amount equal to the lesser of (a) $25,000,000 and (b) the Aggregate Revolving Credit Commitments. The Swingline Sublimit is part

of, and not in addition to, the Revolving Credit Facility.

“T2” means

the real time gross settlement system operated by the Eurosystem, or any successor system.

“TARGET Day”

means any day on which T2 is open for the settlement of payments in Euro.

“Tax Distributions”

mean the Restricted Payment permitted pursuant to Section 7.06(g)(i).

“Taxes”

means all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities

(including additions to tax, penalties and interest) with respect thereto.

“Term/Revolver Credit

Agreement” means the Credit Agreement, dated as of the date hereof, governing the term loan and revolving facilities thereunder,

among the Parent Borrower, the Term/Revolver Facility Administrative Agent and the several banks and other financial institutions from

time to time parties thereto, as such agreement may be amended, supplemented, waived or otherwise modified from time to time, in each

case to the extent permitted hereunder and under the ABL Intercreditor Agreement and any Permitted Refinancing thereof (unless such agreement,

instrument or document expressly provides that it is not intended to be and is not a Term/Revolver Credit Agreement), in each case, to

the extent permitted hereunder.

“Term/Revolver Facility”

means the collective reference to the Term/Revolver Credit Agreement, any Term/Revolver Loan Document, any notes and letters of credit

issued pursuant thereto and any guarantee, security agreement, patent, trademark or copyright security agreements, mortgages, letter of

credit applications and other guarantees, pledge agreements, security agreements and collateral documents, and other instruments and documents,

executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented,

waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended

from time to time, in each case to the extent permitted hereunder and under the ABL Intercreditor Agreement and any Refinancing Indebtedness

thereof (unless such agreement, instrument or document expressly provides that it is not intended to be and is not a Term/Revolver Facility).

“Term/Revolver Facility

Administrative Agent” means DBNY, in its capacity as administrative agent under the Term/Revolver Credit Agreement or any successor

agent under the Term/Revolver Loan Documents.

“Term/Revolver Facility

Collateral Agent” means DBNY, in its capacity as collateral agent under the Term/Revolver Credit Agreement or any successor

agent under the Term/Revolver Loan Documents.

“Term/Revolver Loan

Documents” means, collectively, (i) the Term/Revolver Credit Agreement and (ii) the security documents, intercreditor agreements

(including the ABL Intercreditor Agreement), guarantees, joinders and other agreements or instruments executed in connection with the

Term/Revolver Facility or such other agreements, in each case, as amended, modified, supplemented, substituted, replaced, restated or

refinanced, in whole or in part, from time to time including in connection with a Permitted Refinancing of the Term/Revolver Facility.

“Term/Revolver Loans”

means “Loans” as defined in the Term/Revolver Credit Agreement (as in effect on the date hereof).

“Term Benchmark”,

when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest

at a rate determined by reference to the Term Benchmark Rate. Term Benchmark Loans may be denominated in Dollars, Canadian Dollars or

Euros.

“Term Benchmark

Borrowing” means, as to any Borrowing, the Loans bearing interest at a rate based on the Term Benchmark Rate comprising such

Borrowing.

“Term Benchmark

Rate” means, for any Interest Period with respect to any Term Benchmark Borrowing:

(a) denominated in Dollars,

Adjusted Term SOFR;

(b) denominated in Canadian

Dollars, the rate per annum equal to the CDOR Rate; or

the rate per annum equal to the EURIBOR Rate.

provided that if any such rate shall be

less than the Floor, such rate shall be deemed to be the Floor for the purposes of this Agreement.

“Term/Revolver Obligations”

means “Loan Obligations” as defined in the Term/Revolver Credit Agreement (as in effect on the date hereof).

“Term CORRA”

means, for the applicable corresponding tenor, the forward-looking term rate based on CORRA that has been selected or recommended by the

Relevant Governmental Body, and that is published by an authorized benchmark administrator and is displayed on a screen or other information

service, as identified or selected by the Administrative Agent in its reasonable discretion at approximately a time and as of a date prior

to the commencement of an Interest Period determined by the Administrative Agent in its reasonable discretion in a manner substantially

consistent with market practice.

“Term CORRA Notice”

means the notification by the Administrative Agent to the Lenders of the applicable Class and the Borrower of the occurrence of a Term

CORRA Transition Event.

“Term CORRA Transition

Date” means, in the case of a Term CORRA Transition Event, the date that is set forth in the Term CORRA Notice provided to the

Lenders of the applicable Class and the Borrower, for the replacement of the then-current Benchmark with the Benchmark Replacement described

in clause (a)(y)(A) of such definition, which date shall be at least thirty (30) Business Days from the date of the Term CORRA Notice.

“Term CORRA Transition

Event” means the determination by the Administrative Agent that (a) Term CORRA has been recommended for use by the Relevant

Governmental Body, and is determinable for any Available Tenor, (b) the administration of Term CORRA is administratively feasible for

the Administrative Agent and (c) a Benchmark Replacement, other than Term CORRA, has replaced CDOR in accordance with Section 3.09(a)(ii)(A).

“Term SOFR”

means,

(a) for any calculation with

respect to a 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 and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, 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 three (3) U.S. Government Securities Business Days prior

to such Periodic Term SOFR Determination Day, and

(b) for any calculation with

respect to a Base Rate 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 and a Benchmark Replacement

Date with respect to the Term SOFR Reference Rate has not occurred, 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 three (3) U.S. Government Securities Business Days prior to such Base Rate SOFR Determination Day.

“Term SOFR Adjustment”

means, for any calculation with respect to a SOFR Loan, 0.10%.

“Term SOFR Administrator”

means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate reasonably selected

by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference

Rate” means the forward-looking term rate based on SOFR.

“Test Period”

means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Parent Borrower ending on or

prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b).

“Third

Amendment” means that certain Third Amendment to Credit Agreement, dated as of the Third Amendment Execution Date, among the

Administrative Agent, Borrowers, the Loan Parties party thereto and the Revolving Credit Lenders party thereto.

“Third

Amendment Effective Date” means the Third Amendment Effective Date (as defined in the Third Amendment).

“Third

Amendment Execution Date” means May 15, 2026.

“Threshold Amount”

means $100,000,000.

“Title Company”

means any title insurance company as shall be retained by Parent Borrower to issue the Mortgage Policies and reasonably acceptable to

the Administrative Agent.

“Total Leverage

Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period

to (b) Consolidated EBITDA for such Test Period.

“Total Outstandings”

means the aggregate Outstanding Amount of all Loans (including Swingline Loans) and all L/C Obligations.

“Trade Date”

has the meaning specified in Section 10.07(l).

“Transaction Expenses”

means any fees or expenses incurred or paid by the Parent Borrower or any Restricted Subsidiary in connection with the Transactions, this

Agreement and the other Loan Documents and the transactions contemplated hereby and thereby in connection therewith.

“Transactions”

means, collectively, (a) the funding of the term loans under the Term/Revolver Credit Agreement, (b) the Refinancing, (c) any Credit Extension

made on the Closing Date under the Revolving Credit Facility, (d) revolving borrowings under the Term/Revolver Credit Agreement on the

Closing Date, (e) the issuance of the Senior Secured Notes, (f) the consummation of any other transactions in connection with the foregoing

and (g) the payment of Transaction Expenses.

“Type”

means, with respect to a Loan denominated in Dollars, its character as a Base Rate Loan or a SOFR Loan and with respect to a Loan in an

Alternative Currency, its character as a Eurocurrency Rate Loan, a Term Benchmark Loan or an RFR Loan.

“UCP”

means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce

Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“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.

“Unadjusted Benchmark

Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unaudited Financial

Statements” means unaudited interim consolidated financial statements for the fiscal quarters ending March 31, 2019 and June

30, 2019.

“Unfinanced Capital

Expenditures” means all Capital Expenditures, excluding:

(a) expenditures to the extent

they are made with proceeds of the issuance of Equity Interests (other than any Cure Amount (or any “Cure Amount” (as defined

in the Term/Revolver Credit Agreement as in effect on the date hereof))) of, or a cash capital contribution to, the Parent Borrower or

any Subsidiary after the Closing Date and/or financed with the proceeds of long-term indebtedness (other than Revolving Credit Loans),

(b) Capital Expenditures

with proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned

assets, equipment or other property to the extent such Capital Expenditures are made to replace or repair such lost, destroyed, damaged

or condemned assets, equipment or other property or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets

or properties useful in the business of the Parent Borrower and the Subsidiaries within 15 months of receipt of such proceeds (or, if

not made within such period of 15 months, are committed to be made during such period),

during such period,

(d) expenditures that are

accounted for as capital expenditures of such person that actually are paid for by a third party (excluding the Parent Borrower or any

Subsidiary thereof) and for which neither the Parent Borrower nor any Subsidiary has provided or is required to provide or incur, directly

or indirectly, any consideration or obligation to such third party or any other person (whether before, during or after such period),

(e) the book value of any

asset owned by such person prior to or during such period to the extent that such book value is included as a capital expenditure during

such period as a result of such person reusing or beginning to reuse such asset during such period without a corresponding expenditure

actually having been made in such period; provided that (i) any expenditure necessary in order to permit such asset to be reused

shall be included as a Capital Expenditure during the period that such expenditure actually is made and (ii) such book value shall have

been included in Capital Expenditures when such asset was originally acquired,

(f) the purchase price of

equipment purchased during such period to the extent the consideration therefor consists of any combination of (i) used or surplus equipment

traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary

course of business consistent with past industry practice, or

(g) Investments in respect

of a Permitted Acquisition or other acquisition constituting an Investment.

“Uniform Commercial

Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State

of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply

to any item or items of Collateral.

“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.

“United States”

and “U.S.” mean the United States of America.

“United States Tax

Compliance Certificate” has the meaning specified in Section 3.01.

“Unreimbursed Amount”

has the meaning specified in Section 2.03(c)(i).

“Unrestricted Cash

Amount” means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such

Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in

favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral

along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to

Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

“Unrestricted Subsidiary”

means (i) each Subsidiary of the Parent Borrower listed on Schedule 1.01C, (ii) any Subsidiary of the Parent designated by the

Parent Borrower as an Unrestricted Subsidiary pursuant to Section 6.13 subsequent to the date hereof and (iii) any Subsidiary of

an Unrestricted Subsidiary. Notwithstanding the foregoing, no Subsidiary shall be an Unrestricted Subsidiary unless such Subsidiary is

an “Unrestricted Subsidiary” under (and as defined in) the Term/Revolver Credit Agreement and Senior Secured Notes. For avoidance

of doubt, neither the Borrower (as defined in the Term/Revolver Credit Agreement), nor any Subsidiary Borrower, shall be an Unrestricted

Subsidiary hereunder.

“U.S. Special Resolution

Regimes” has the meaning specified in Section 10.25.

“USA PATRIOT Act”

means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title

III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

“Valuation Date”

means (a) with respect to any Loan denominated in any Alternative Currency, each of the following: (i) each date of a Borrowing of such

Loan, (ii) each date of a continuation of a Term Benchmark Loan denominated in an Alternative Currency pursuant to Section 2.02,

and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect

to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency,

(ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any

payment by a L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iv) in the case of all Existing Letters of

Credit denominated in Alternative Currencies, the Closing Date, and (v) such additional dates as the Administrative Agent or a L/C Issuer

shall determine or the Required Lenders shall require.

“Weekly Borrowing

Base Certificate” has the meaning specified in Section 6.18.

“Weighted Average

Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum

of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required

payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest

one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned”

means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than

(x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned

by such Person and/or by one or more wholly-owned Subsidiaries of such Person.

“Withdrawal Liability”

means the 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.

SECTION 1.02 Other Interpretive

Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan

Document:

(a) The meanings of defined

terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “herein,”

“hereto,” “hereof” and “hereunder” and words of similar import when used in any

Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

and Schedule references are to the Loan Document in which such reference appears.

(d) The term “including”

is by way of example and not limitation.

(e) The term “documents”

includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however

evidenced, whether in physical or electronic form.

(f) In the computation of

periods of time from a specified date to a later specified date, the word “from” means “from and including”;

the words “to” and “until” each mean “to but excluding”; and the word “through”

means “to and including.”

(g) Section headings herein

and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement

or any other Loan Document.

SECTION 1.03 Accounting

Terms.

(a) All accounting terms

not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios

and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied

in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) Notwithstanding anything

to the contrary herein, for purposes of determining compliance with any test contained in this Agreement with respect to any period during

which any Specified Transactions occur or, other than for determining the Applicable Rate or for determining actual compliance with the

Financial Covenant, subsequent to such period and prior to or simultaneously with the event for which the calculation is made, the Fixed

Charge Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio

and Consolidated EBITDA and any other financial calculation shall be calculated with respect to such period and such Specified Transactions

on a Pro Forma Basis and shall be calculated for the applicable period of measurement (which may, at the Parent Borrower’s election,

be the most recently ended twelve months) for which quarterly or fiscal year-end financial statements are internally available, as determined

by the Parent Borrower, immediately preceding the date of such event.

to “the Parent Borrower and its Restricted Subsidiaries on a consolidated basis” or similar language, such consolidation shall

not include any Subsidiaries of the Parent Borrower other than Restricted Subsidiaries.

(d) In the event that the

Parent Borrower (or any parent entity) elects to prepare its financial statements in accordance with IFRS and such election results in

a change in the method of calculation of financial covenants, standards or terms (collectively, the “Accounting Changes”)

in this Agreement, the Parent Borrower, the Lenders and the Administrative Agent agree to enter into good faith negotiations in order

to amend such provisions of this Agreement (including the levels applicable herein to any computation of the Total Leverage Ratio, the

Secured Leverage Ratio and the First Lien Leverage Ratio) so as to reflect equitably the Accounting Changes with the desired result that

the criteria for evaluating the Parent Borrower’s financial condition shall be substantially the same after such change as if such

change had not been made. Until such time as such an amendment shall have been executed and delivered by the Parent Borrower, the Administrative

Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed

in accordance with GAAP (as determined in good faith by a Responsible Officer of the Parent Borrower) (it being agreed that the reconciliation

between GAAP and IFRS used in such determination shall be made available to Lenders) as if such change had not occurred.

SECTION 1.04 Rounding.

Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated

by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which

such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05 References

to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including

the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions,

supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other

modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions

consolidating, amending, replacing, supplementing or interpreting such Law.

SECTION 1.06 Times of

Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard,

as applicable).

SECTION 1.07 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 a day which is not a Business Day, the date of such payment (other than as described in the definition

of “Interest Period”) or performance shall extend to the immediately succeeding Business Day.

SECTION 1.08 Exchange

Rates; Currency Equivalents Generally.

(a) The Administrative Agent

or each relevant L/C Issuer, as applicable, shall determine the Exchange Rates as of each Valuation Date to be used for calculating Alternative

Currency Equivalent and Dollar Equivalent amounts of Credit Extensions and amounts outstanding hereunder denominated in Alternative Currencies.

Such Exchange Rates shall become effective as of such Valuation Date and shall be the Exchange Rates employed in converting any amounts

between the applicable currencies until the next Valuation Date to occur. Except for purposes of financial statements delivered by the

Parent Borrower hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes

of the Loan Documents shall be the Dollar Equivalent of such currency as so determined by the Administrative Agent (or, where applicable,

each relevant L/C Issuer) at the Exchange Rate as of any Valuation Date.

(b) Notwithstanding the foregoing,

in the case of Loans and Letters of Credit denominated in an Alternative Currency, the Administrative Agent and each relevant L/C Issuer

may at periodic intervals (no more frequently than monthly (for both the Administrative Agent and such relevant L/C Issuer), or more frequently

during the continuance of an Event of Default) recalculate the aggregate exposure under such Loans and Letters of Credit to account for

fluctuations in the Exchange Rate affecting the Alternative Currency in which any such Loans and/or Letters of Credit are denominated.

If, as a result of such recalculation the Total Outstandings exceed an amount equal to 103% of the Line Cap, the Parent Borrower will

prepay Revolving Credit Loans and/or Cash Collateralize or Backstop the outstanding amount of Letters of Credit in the amount necessary

to eliminate such excess.

in connection with a borrowing, conversion, continuation or prepayment of a Loan or the issuance, amendment or extension of a Letter of

Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such borrowing, Loan or Letter of Credit

is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded

to the nearest unit of such Alternative Currency, with 0.5 or a unit being rounded upward), as determined by the Administrative Agent

or each relevant L/C Issuer, as the case may be.

(d) For the avoidance of

doubt, in the case of a Loan denominated in an Alternative Currency, except as expressly provided herein, all interest and fees shall

accrue and be payable thereon based on the actual amount outstanding in such Alternative Currency (without any translation into the Dollar

Equivalent thereof).

(e) If at any time on or

following the Closing Date all of the Participating Member States that had adopted the Euro as their lawful currency on or prior to the

Closing Date cease to have the Euro as their lawful national currency unit, then the Parent Borrower, the Administrative Agent, and the

Lenders will negotiate in good faith to amend the Loan Documents to (a) follow any generally accepted conventions and market practice

with respect to redenomination of obligations originally denominated in Euro and (b) otherwise appropriately reflect the change in currency.

(f) If, for the purposes

of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another

currency, the rate of exchange used shall be the Exchange Rate. The obligation of each Loan Party in respect of any such sum due from

it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency

(the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions

of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt

by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with

normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased

is less than the sum originally due to the Administrative Agent from such Loan Party in the Agreement Currency, such Loan Party each agrees,

as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation

was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative

Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Loan Party (or to any other Person

who may be entitled thereto under applicable law).

(g) Notwithstanding the foregoing,

for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness

or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of

exchange occurring after the time such Lien, Indebtedness or Investment is incurred; provided that, for the avoidance of doubt,

the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether

any Indebtedness or Investment may be incurred at any time under such Sections.

(h) For purposes of determining

compliance under the covenants herein, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent

with that used in calculating net income in the Parent Borrower’s annual financial statements delivered pursuant to Section 6.01(a);

provided, however, that the foregoing shall not be deemed to apply to the determination of whether Indebtedness is permitted

to be incurred hereunder (which shall be subject to clause (i) below).

(i) For purposes of determining

compliance with any restriction on the incurrence of Indebtedness, the Dollar Equivalent of the principal amount of Indebtedness denominated

in a foreign currency shall be calculated based on the exchange rate in effect on the date such Indebtedness was incurred, in the case

of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend,

replace, refund, refinance, renew or defease other Indebtedness 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 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 accrued amounts, and any costs, fees and premiums

paid in connection therewith.

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 Dollar Equivalent

of the amount available to be drawn under 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 amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum

amount available to be drawn under such Letter of Credit after giving effect to all such increases, whether or not such maximum amount

at such times.

SECTION 1.10 Limited Condition

Transactions.

(a) In connection with any

action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of

this Agreement which requires the calculation of the Fixed Charge Coverage Ratio, the First Lien Leverage Ratio, the Secured Leverage

Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets

set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any),

in each case, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any

Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted

hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition

Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition

Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of

such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers

and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention

to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of

such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered

into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the

beginning of the most recent test period ending prior to the LCT Test Date, the Parent Borrower could have taken such action on the relevant

LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with; provided,

however, that an LCT Election shall not apply to the calculation of Excess Availability or Specified Excess Availability.

(b) For the avoidance of

doubt, if the Parent Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested

as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated

Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition Transaction, at or prior to

the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of

such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken;

provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized.

If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation

of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers,

the conveyance, lease or other transfer of all or substantially all of the assets of the Parent Borrower, the prepayment, redemption,

purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant

LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement

for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or

similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated)

without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under

such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have

been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that

Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the

indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative

interest margin exists, as reasonably determined by the Parent Borrower in good faith).

action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this

Agreement which requires that no Default, Event of Default, Specified ABL Event of Default or Specified Event of Default, as applicable,

has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Parent Borrower,

be deemed satisfied, so long as no Default, Event of Default, Specified ABL Event of Default or Specified Event of Default, as applicable,

exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the

Parent Borrower has exercised its option under this Section 1.10, and any Default, Event of Default, Specified ABL Event of Default

or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were

entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event

of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection

with such Limited Condition Transaction is permitted hereunder.

SECTION 1.11 Leverage

Ratios. Notwithstanding anything to the contrary contained herein, for purposes of calculating any leverage ratio herein in connection

with the incurrence of any Indebtedness, (a) there shall be no netting of the cash proceeds proposed to be received in connection with

the incurrence of such Indebtedness and (b) to the extent the Indebtedness to be incurred is revolving Indebtedness, such incurred revolving

Indebtedness (or if applicable, the portion (and only such portion) of the increased commitments thereunder) shall be treated as fully

drawn.

SECTION 1.12 Cashless

Rolls. 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 loans made pursuant to any

Additional Revolving Credit Commitment, loans made pursuant to Extended Revolving Credit Commitments or loans incurred under a new credit

facility, in each case, to the extent such extension, replacement, 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 1.13 Certain Calculations

and Tests. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or

consummated) in reliance on a provision of the same section of any Loan Document that does not require compliance with a financial ratio

or test (including, without limitation, pro forma compliance with Section 7.09 hereof (but not actual compliance therewith), any

Interest Coverage Ratio, any First Lien Leverage Ratio test, any Secured Leverage Ratio test and/or any Total Leverage Ratio test) (any

such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into

(or consummated) in reliance on a provision of the same section of any Loan Document that requires compliance with any such financial

ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that, for purposes of

this Agreement, the Fixed Amounts under such section and any substantially concurrent borrowings under the Revolving Credit Facility (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.

SECTION 1.14 Additional

Alternative Currencies.

(a) The Parent Borrower may

from time to time request that Revolving Credit Loans be made and/or Letters of Credit be issued in a currency other than those specifically

listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other

than Dollars) that is readily available and freely transferable into Dollars. In the case of any such request with respect to the making

of Revolving Credit Loans, such request shall be subject to the approval of the Administrative Agent and the Revolving Credit Lenders;

and in the case of any such request with respect to the issuance of any Letter of Credit, such request shall be subject to the approval

of the Administrative Agent and the L/C Issuer that is being requested to issue such Letter of Credit.

(i) Any such request shall

be made to the Administrative Agent not later than 11:00 a.m., 15 Business Days prior to the date of the desired Credit Extension (or

such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit,

the applicable L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Revolving Credit Loans, the

Administrative Agent shall promptly notify each Revolving Credit Lender thereof; and in the case of any such request pertaining to Letters

of Credit, the Administrative Agent shall promptly notify each applicable L/C Issuer thereof. Each Revolving Credit Lender (in the case

of any such request pertaining to Revolving Credit Loans) or each applicable L/C Issuer (in the case of a request pertaining to Letters

of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it

consents, in its sole discretion, to the making of Revolving Credit Loans or the issuance of Letters of Credit, as the case may be, in

such requested currency.

(ii) Any failure by a Revolving

Credit Lender or applicable L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding

sentence shall be deemed to be a refusal by such Revolving Credit Lender or L/C Issuer, as the case may be, to permit Revolving Credit

Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Revolving Credit

Lenders consent to making Revolving Credit Loans in such requested currency, the Administrative Agent shall so notify the Parent Borrower

and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of

Revolving Credit Loans; and if the Administrative Agent and the applicable L/C Issuer consents to the issuance of a Letter of Credit in

such requested currency, the Administrative Agent shall so notify the Parent Borrower and such currency shall thereupon be deemed for

all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuance by such L/C Issuer; provided

that any agreement by an L/C Issuer to issue Letters of Credit in such requested currency may be limited to a specific Letter of Credit

issuance and in any event shall not obligate any other L/C Issuer to issue any Letter of Credit in such requested currency. If the Administrative

Agent shall fail to obtain consent to any request for an additional currency under this Section 1.14, the Administrative Agent

shall promptly so notify the Parent Borrower.

SECTION 1.15 Change of

Currency. Each obligation of the Parent Borrower to make a payment denominated in the national currency unit of any member state of

the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such

adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect

of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest

in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such

member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding

immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest

Period. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from

time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant

market conventions or practices relating to the Euro. Each provision of this Agreement also shall be subject to such reasonable changes

of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other

country and any relevant market conventions or practices relating to the change in currency

SECTION 1.16 Successor

Companies. Notwithstanding anything to the contrary herein, with respect to any reference herein to the Parent Borrower, such reference

shall automatically be deemed to refer to any Successor Company that assumes the obligations of such Person in accordance with this Agreement.

SECTION 1.17 Rates.

The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the

continuation of, the administration of, submission of, calculation of or any other matter related to any interest rate used in this Agreement

(including, without limitation, the Base Rate, SOFR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, SONIA, EURIBOR, or CDOR)

or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate

thereto, or replacement rate thereof (including any Benchmark Replacement), including without limitation, whether the composition or characteristics

of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant

to Section 3.09, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as prior

to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative

Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or

component thereof) used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or

any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information

sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate, Adjusted Term SOFR, Base Rate, SONIA, EURIBOR

Rate or CDOR Rateor any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms

of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or entity for damages of any kind, including

direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise

and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information

source or service.

ARTICLE II

The Commitments and Credit Extensions

SECTION 2.01 The Loans.

Subject to the terms and conditions set forth herein:

(a) [Reserved].

(b) The Revolving Credit

Borrowings. Subject to the terms and conditions set forth herein, on and after the Closing Date, each Revolving Credit Lender severally

agrees to make (or cause its Applicable Lending Office to make) Revolving Credit Loans to a Borrower from time to time during the Availability

Period for the Revolving Credit Facility in Dollars or in an Approved Currency in an aggregate principal amount that will not result in

such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment; provided that, after giving

effect to the making of any Revolving Credit Loans, (x) in no event shall the Total Outstandings exceed the Revolving Credit Commitments

then in effect and (y) the Availability Conditions would be satisfied. Within the limits of each Lender’s Revolving Credit Commitment,

and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section

2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans, Term Benchmark Loans, RFR Loans,

Conversions and Continuations of Loans.

shall be authorized, in its discretion, at any time that any conditions in Section 4.02 are not satisfied, to make loans in Dollars (any

such loans made pursuant to this Section 2.01(b), “Protective Advances”) under the Revolving Credit Facility (a) up

to an aggregate amount not to exceed 5.00% of the Borrowing Base outstanding at any time, if the Administrative Agent reasonably deems

such Protective Advances necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations;

or (b) to pay any other amounts chargeable to Loan Parties under any Loan Documents, including costs, fees and expenses. Protective Advances

shall constitute Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately

upon the making of a Protective Advance, each applicable Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally

agrees to, purchase from the Administrative Agent a risk participation in such Protective Advance made under the Revolving Credit Facility,

each Revolving Credit Lender shall purchase a risk participation in such Protective Advance in an amount equal to the product of such

Revolving Credit Lender’s Applicable Adjusted Percentage times the principal amount of such Protective Advance (a “Protective

Advance Participation”). The Required Lenders may at any time revoke the Administrative Agent’s authority to make further

Protective Advances by written notice to the Administrative Agent. No Protective Advance shall be outstanding after the earlier of (x)

20 Business Days after the date on which it was made or (y) the date on which the Required Lenders instruct the Administrative Agent to

cease making Protective Advances. Absent such revocation, the Administrative Agent’s determination that the funding of a Protective

Advance is appropriate shall be conclusive. In no event shall a Protective Advance be made if, after giving effect thereto the Revolving

Credit Exposure of any Revolving Credit Lender would exceed the Revolving Credit Commitment of such Lender. The making of a Protective

Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion and under

no circumstance shall the Borrowers have the right to require that a Protective Advance be made.

(d) At any time that any

Protective Advance is outstanding, the proceeds of any Revolving Credit Loan or Swing Line Loan that is made shall first be applied to

the repayment of such Protective Advance upon the making of such Revolving Credit Loan or Swing Line Loan (and otherwise, each Revolving

Credit Lender shall, upon request from the Administrative Agent, fund its Protective Advance Participation).

SECTION 2.02 Borrowings,

Conversions and Continuation of Loans.

(a) Each Revolving Credit

Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term Benchmark Loans or RFR Loans shall be made

upon the Parent Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by

a Responsible Officer), to the Administrative Agent. Each such notice must be received by the Administrative Agent not later than (i)

12:00 noon Local Time (A) three (3) Business Days prior to the requested date of any Dollar-denominated Borrowing of, conversion to or

continuation of Term Benchmark Loans, or any conversion of Term Benchmark Loans to Base Rate Loans and (B) four (4) Business Days prior

to the requested date of any Borrowing of Term Benchmark Loans or RFR Loans denominated in an Alternative Currency, (ii) 2:00 p.m. Local

Time on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Term Benchmark Loans

or RFR Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof.

Except as provided in Section 2.03(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal amount of the

Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof. Each Committed Loan Notice shall specify (i) whether

the Parent Borrower is requesting a Revolving Credit Borrowing, a conversion of Loans from one Type to the other, or a continuation of

Term Benchmark Loans or RFR Loans, (ii) in the case of any Revolving Credit Borrowing, the Approved Currency for the requested Borrowing,

(iii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iv) the Class,

currency and principal amount of Loans to be borrowed, converted or continued, (v) in the case of Loans in Dollars, the Type of Loans

to be borrowed or to which existing Loans are to be converted, (vi) if applicable, the duration of the Interest Period with respect thereto

and (vii) the account of the Parent Borrower to be credited with the proceeds of such Borrowing. If the Parent Borrower fails to specify

a Type of Loan in a Committed Loan Notice with respect to a Borrowing in Dollars or fails to give a timely notice requesting a conversion

or continuation with respect to a Borrowing in Dollars, then the applicable Loans shall be made or continued as, or converted to SOFR

Loans with an Interest Period of one (1) month (subject to the definition of “Interest Period”). Any such automatic conversion

or continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Benchmark

Loans. If the Parent Borrower fails to give a timely notice requesting a conversion or continuation with respect to a Term Benchmark Borrowing

in an Alternative Currency, then it will be deemed to have requested a conversion or continuation for an Interest Period of one (1) month.

If the Parent Borrower requests a Borrowing of, conversion to, or continuation of Term Benchmark Loans in any such Committed Loan Notice,

but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For the avoidance of

doubt, the Parent Borrower and Lenders acknowledge and agree that any conversion or continuation of an existing Loan shall be deemed to

be a continuation of that Loan with a converted interest rate methodology and not a new Loan.

(b) Following receipt of

a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage

of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Parent Borrower, the Administrative

Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation described in

Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make (or cause its Applicable Lending Office to make)

the amount of its Loan available to the Administrative Agent by wire transfer in immediately available funds at the Administrative Agent’s

Principal Office not later than 1:00 p.m. Local Time for Term Benchmark Loans and RFR Loans, and and 3:00 p.m. Local Time for Base Rate

Loans on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth

in Section 4.01 and Section 4.02, the Administrative Agent shall make all funds so received available to the Borrowers in

like funds as received by the Administrative Agent either by (i) crediting the account of the Parent Borrower maintained with the Administrative

Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and

reasonably acceptable to) the Administrative Agent by the Parent Borrower; provided that if, on the date the Committed Loan Notice

with respect to such Borrowing is given by the Parent Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing

shall be applied first, to the payment in full of any such L/C Borrowings and second, to the Parent Borrower as provided above.

herein, a Term Benchmark Loan may be continued or converted only on the last day of an Interest Period for such Term Benchmark Loan unless

the Parent Borrower pays the amount due, if any, under Section 3.04 in connection therewith. During the existence of an Event of

Default, the Administrative Agent or the Required Lenders may require that (i) no Loans may be converted to or continued as Term Benchmark

Loans and (ii) unless repaid, each Term Benchmark Loan denominated in Dollars shall be converted to a Base Rate Loan at the end of the

Interest Period applicable thereto.

(d) The Administrative Agent

shall promptly notify the Parent Borrower and the Appropriate Lenders of the interest rate applicable to any Interest Period for Term

Benchmark Loans upon determination of such interest rate. The determination of the Term Benchmark Rate by the Administrative Agent shall

be conclusive in the absence of manifest error.

(e) Anything in clauses

(a) through (d) above to the contrary notwithstanding, after giving effect to all Revolving Credit Borrowings, all conversions

of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not

be more than twenty (20) Interest Periods in effect at any time for all Borrowings of Term Benchmark Loans plus up to three (3) additional

Interest Periods in respect of each Incremental Facility.

(f) The failure of any Lender

to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to

make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to

be made by such other Lender on the date of any Borrowing.

(g) For the avoidance of

doubt, no conversion or continuation of any Loan pursuant to this Section shall affect the currency in which such Loan is denominated

prior to any such conversion or continuation and each such Loan shall remain outstanding denominated in the currency originally issued.

SECTION 2.03 Letters of

Credit.

(a) The Letter of Credit

Commitments.

(i) Subject to the terms

and conditions set forth herein, (1) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders under the

Revolving Credit Facility set forth in this Section 2.03, (x) from time to time on any Business Day following the Closing Date

before the Letter of Credit Facility Expiration Date, to issue Letters of Credit for the account of the Parent Borrower (provided,

that any Letter of Credit may be for the account of any Restricted Subsidiary of the Parent Borrower with the approval of the applicable

L/C Issuer (such approval not to be unreasonably withheld or delayed); provided, further that the Parent Borrower hereby acknowledges

that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Parent Borrower, and that the Parent

Borrower’s business derives substantial benefits from the businesses of such Subsidiaries, and the Parent Borrower hereby irrevocably

agrees to be bound jointly and severally to reimburse the applicable L/C Issuer for amounts drawn on any Letter of Credit issued for the

account of any Subsidiary) and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b),

and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders under the Revolving Credit Facility severally

agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated

to make any L/C Credit Extension with respect to any Letter of Credit and no Revolving Credit Lender shall be obligated to participate

in any Letter of Credit if immediately after giving effect to such L/C Credit Extension, (v) Excess Availability would be less than $0,

(w) the Total Outstandings would exceed the Revolving Credit Commitments then in effect, (x) the sum of the aggregate Outstanding Amount

of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding

Amount of all L/C Obligations, would exceed such Lender’s Revolving Credit Commitment, (y) the aggregate L/C Exposure would exceed

the Letter of Credit Sublimit or (z) the aggregate L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed

such L/C Issuer’s L/C Commitment. Letters of Credit shall constitute utilization of the Revolving Credit Commitments. Within the

foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower’s ability to obtain Letters of Credit shall

be fully revolving, and accordingly the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters

of Credit that have expired or that have been drawn upon and reimbursed. It is hereby acknowledged and agreed that each of the letters

of credit described on Schedule 2.03(a) (the “Existing Letters of Credit”) shall constitute a “Letter

of Credit” for all purposes of this Agreement and shall be deemed issued under this Agreement on the Closing Date.

(ii) An L/C Issuer shall

be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or

decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such

Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental

Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters

of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit

any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the

Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date

and which the L/C Issuer in good faith deems material to it;

(B) subject to Section

2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or

last extension, unless the relevant L/C Issuer has approved such expiry date;

requested Letter of Credit would occur after the Letter of Credit Facility Expiration Date, unless the relevant L/C Issuer has approved

such expiry date (it being understood that the participations of the Revolving Credit Lenders under the Revolving Credit Facility in any

undrawn Letter of Credit shall in any event terminate on the Letter of Credit Facility Expiration Date);

(D) in the case of Letters

of Credit, if such Letter of Credit is to be denominated in a currency other than Dollars or an Approved Currency; or

(E) any Lender of the applicable

Class is at such time a Defaulting Lender, nor shall any L/C Issuer be under any obligation to extend or amend existing Letters of Credit,

unless such L/C Issuer has entered into arrangements, including reallocation of such Lender’s Applicable Percentage of the applicable

outstanding L/C Obligations pursuant to Section 2.16 or the delivery of Cash Collateral, with the Parent Borrower or such Lender

to eliminate such L/C Issuer’s actual or potential L/C Exposure (after giving effect to Section 2.16) with respect to such

Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to

which such L/C Issuer has actual or potential L/C Exposure; or

(F) the issuance of such

Letter of Credit would violate any Laws binding upon such L/C Issuer or one or more policies of such L/C Issuer applicable to letters

of credit in general;

(G) such Letter of Credit

is not a standby letter of credit; or

(H) such Letter of Credit

is in an initial amount less than $10,000.

(iii) An L/C Issuer shall

be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter

of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment

to such Letter of Credit.

(iv) The aggregate L/C Commitments

of all the L/C Issuers shall be less than or equal to the Letter of Credit Sublimit at all times.

(b) Procedures for Issuance

and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit

shall be issued or amended, as the case may be, upon the request of the Parent Borrower hand delivered or facsimiled (or transmitted by

electronic communication, if arrangements for doing so have been approved by the L/C Issuer) to the L/C Issuer in the form of a Letter

of Credit Application, appropriately completed and signed by a Responsible Officer of the Parent Borrower. Such Letter of Credit Application

must be received by the relevant L/C Issuer not later than 1:00 p.m., Local Time, at least three (3) Business Days prior to the proposed

issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree

in a particular instance in its sole discretion. In the case of a request for the issuance of a Letter of Credit, such Letter of Credit

Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the

requested Letter of Credit (which shall be a Business Day); (b) the amount thereof in Dollars and, in the case of Letters of Credit denominated

in an Alternative Currency, the Approved Currency thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof;

(e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented

by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. If

requested by the L/C Issuer, the Parent Borrower also shall submit a letter of credit application on the L/C Issuer’s standard form

in connection with any request for a Letter of Credit. In the case of a request for an amendment of any outstanding Letter of Credit,

such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of

Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment;

and (4) such other matters as the relevant L/C Issuer may reasonably request.

(ii) The Parent Borrower

shall provide the Administrative Agent with a copy of any Letter of Credit Application. Upon receipt by the relevant L/C Issuer of confirmation

from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject

to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Parent

Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving

Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the relevant L/C Issuer a risk participation

in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage of the Revolving

Credit Facility times the amount of such Letter of Credit.

(iii) If the Parent Borrower

so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic

extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter

of Credit must permit the relevant L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with

the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-extension

Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise

directed by the relevant L/C Issuer, the Parent Borrower shall not be required to make a specific request to the relevant L/C Issuer for

any such extension. Once an Auto-Extension Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized

(but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later

than the Letter of Credit Facility Expiration Date; provided that the relevant L/C Issuer shall not permit any such extension if

(A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its extended

form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice on

or before the day that is five (5) Business Days before the Non-extension Notice Date from the Administrative Agent or any Revolving Credit

Lender under the Revolving Credit Facility, as applicable, or the Parent Borrower that one or more of the applicable conditions specified

in Section 4.02 is not then satisfied.

(iv) 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 relevant L/C Issuer will also deliver to the Parent Borrower and the Administrative Agent a true and complete copy of such Letter

of Credit or amendment.

Funding of Participations.

(i) Upon receipt from the

beneficiary of any Letter of Credit of any compliant drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly

the Parent Borrower and the Administrative Agent thereof. On the Business Day immediately following the Business Day on which the Parent

Borrower shall have received notice of any payment by an L/C Issuer under a Letter of Credit (or, if the Parent Borrower shall have received

such notice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day) (such date of payment, an “Honor

Date”), the Parent Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount

of such drawing (which reimbursement, in the case of a Letter of Credit denominated in an Alternative Currency, shall be in such Alternative

Currency). If the Parent Borrower fails to so reimburse such L/C Issuer on the Honor Date (or if any such reimbursement payment is required

to be refunded to the Parent Borrower for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and

each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (and in the case of a Letter of Credit denominated in

any Alternative Currency other than Canadian Dollars, Euros or Pounds Sterling, the Dollar Equivalent of such unreimbursed drawing) (the

“Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Percentage thereof. In the event

that the Parent Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date

(or, if the Parent Borrower shall have received such notice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding

Business Day), the Parent Borrower shall be deemed to have requested, for the account of the Parent Borrower, a Revolving Credit Borrowing

of Base Rate Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Dollars), RFR Loans (in the

case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Pounds Sterling) or Term Benchmark Loans with a period

of one month (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency which Term

Benchmark Loans shall be in the same Alternative Currency in which the relevant Letter of Credit is denominated) to be disbursed on such

date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the

principal amount of Base Rate Loans or Term Benchmark Loans, as applicable, nor the conditions set forth in Section 4.02, but subject

to the amount of the unutilized portion of the relevant Revolving Credit Commitments in respect of the Revolving Credit Facility. For

the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day as the day on

which it is paid, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans, RFR Loans or Term

Benchmark Loans, as applicable, under the Revolving Credit Facility until the date of reimbursement.

(ii) Each Revolving Credit

Lender of the applicable Class (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i)

make funds available to the Administrative Agent for the account of the relevant L/C Issuer at the Administrative Agent’s Principal

Office for payments in an amount equal to its Applicable Percentage of any Unreimbursed Amount in respect of a relevant Letter of Credit

not later than 1:00 p.m., Local Time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to

the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made

a Base Rate Loan (or, in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency,

either an RFR Loan (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Pounds Sterling) or a Term

Benchmark Loan with an interest period of one month denominated in such Alternative Currency) to the Parent Borrower in such amount. The

Administrative Agent shall remit the funds so received to the relevant L/C Issuer in accordance with the instructions provided to the

Administrative Agent by such L/C Issuer (which instructions may include standing payment instructions, which may be updated from time

to time by such L/C Issuer, provided that, unless the Administrative Agent shall otherwise agree, any such update shall not take

effect until the Business Day immediately following the date on which such update is provided to the Administrative Agent).

(iii) With respect to any

Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing for any reason, the

Parent Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars (with respect to a Dollar denominated

Letter of Credit) or in Alternative Currency (with respective to an Alternative Currency denominated Letter of Credit), in each case in

the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with

interest) and shall bear interest at the Default Rate then applicable to Base Rate Loans under the Revolving Credit Facility or RFR Loans

or Term Benchmark Loans with an interest period of one month under the Revolving Credit Facility, as applicable. In such event, each Revolving

Credit Lender’s payment under the Revolving Credit Facility to the Administrative Agent for the account of the relevant L/C Issuer

pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute

an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Revolving

Credit Lender under the Revolving Credit Facility funds its Revolving Credit Loan under the Revolving Credit Facility or relevant L/C

Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any relevant Letter of

Credit, interest in respect of such Revolving Credit Lender’s Applicable Percentage of such amount shall be solely for the account

of the relevant L/C Issuer.

(v) Each Revolving Credit

Lender’s obligation to make Revolving Credit Loans or relevant L/C Advances to reimburse an L/C Issuer for amounts drawn under relevant

Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any

circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant

L/C Issuer, the Parent Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C)

any other occurrence, event or condition, whether or not similar to any of the foregoing, and shall survive the payment in full of the

Obligations and the termination of this Agreement. No such making of an L/C Advance shall relieve or otherwise impair the obligation of

the Parent Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any relevant Letter

of Credit, together with interest as provided herein.

(vi) If any Revolving Credit

Lender under the Revolving Credit Facility fails to make available to the Administrative Agent for the account of the relevant L/C Issuer

any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified

in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent),

on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is

immediately available to such L/C Issuer at the Overnight Rate. A certificate of the relevant L/C Issuer submitted to any Revolving Credit

Lender under the Revolving Credit Facility (through the Administrative Agent) with respect to any amounts owing under this Section

2.03(c)(vi) shall be conclusive absent demonstrable error.

(vii) If, at any time after

an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender under the Revolving Credit

Facility such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative

Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether

directly from the Parent Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the

Administrative Agent will distribute to each Revolving Credit Lender under the Revolving Credit Facility its Applicable Percentage thereof

(appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance

was outstanding) in the same funds as those received by the Administrative Agent.

(viii) If any payment received

by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any

of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion),

each Revolving Credit Lender of the applicable Class shall pay to the Administrative Agent for the account of such L/C Issuer 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 Lender, at a rate per annum equal to the Federal Funds Rate.

(d) Obligations Absolute.

The obligation of the Parent Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and

to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms

of this Agreement under all circumstances, including the following:

(i) any lack of validity

or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any

claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee

of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or

any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement

or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand,

certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect

or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document

required in order to make a drawing under such Letter of Credit;

(iv) any payment by the relevant

L/C Issuer under such Letter of Credit against presentation of a document that does not strictly comply with the terms of such Letter

of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy,

debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary

or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release

or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee,

for all or any of the Loan Obligations of any Loan Party in respect of such Letter of Credit; or

(vi) any other circumstance

or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute

a defense available to, or a discharge of, any Loan Party; provided that the foregoing shall not excuse any L/C Issuer from liability

to the Parent Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims

in respect of which are waived by the Parent Borrower to the extent permitted by applicable Law) suffered by the Parent Borrower that

are caused by such L/C Issuer’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a

final and non-appealable decision) when determining whether drafts and other documents presented under a Letter of Credit comply with

the terms thereof.

(e) Role of L/C Issuers.

Each Lender and the Parent Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have

any responsibility to obtain any document (other than any 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 L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer 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 Required

Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent

jurisdiction in a final non-appealable decision); 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 Parent 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 that this assumption is

not intended to, and shall not, preclude the Parent Borrower’s pursuing such rights and remedies as it may have against the beneficiary

or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents,

participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through

(iii) of this Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Parent

Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Parent Borrower, to the extent, but only to

the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Parent Borrower caused by such L/C Issuer’s

willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit

after the presentation to it by the beneficiary of documents strictly complying with the terms and conditions of a Letter of Credit (in

each case, as determined by a court of competent jurisdiction in a final non-appealable decision). In furtherance and not in limitation

of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation,

regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any

instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds

thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(f) Cash Collateral.

In addition to any other provision under this Agreement requiring Cash Collateral to be provided, (i) if the relevant L/C Issuer has honored

any full or partial drawing under any Letter of Credit and such drawing has resulted in an L/C Borrowing for reasons other than the failure

of a Revolving Credit Lender to fulfill its obligations under clause (c)(ii) above, (ii) if, as of the Letter of Credit Facility

Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) if any Event of Default occurs and is continuing and the

Administrative Agent or the Required Lenders, as applicable, require the Parent Borrower to Cash Collateralize or Backstop the L/C Obligations

pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) or (g) occurs and is continuing,

then the Parent Borrower shall Cash Collateralize or Backstop the then Outstanding Amount of all L/C Obligations (in an amount equal to

such Outstanding Amount plus any accrued or unpaid fees thereon determined as of the date such Cash Collateral is provided).

The Parent Borrower hereby

grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders under the Revolving Credit Facility,

a security interest in all such cash, deposit accounts, Cash Collateral Account and all balances therein and all proceeds of the foregoing

that secure any of its L/C Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right

of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account for the benefit of

the Parent Borrower. Cash Collateral shall be maintained in accounts satisfactory to the Administrative Agent, in the name of the Administrative

Agent and for the benefit of the Revolving Credit Lenders under the Revolving Credit Facility and may be invested in readily available

Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are

subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount

of such funds is less than the L/C Exposure, the Parent Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative

Agent, as additional funds to be deposited and held in the deposit accounts specified by the Administrative Agent, an amount equal to

the excess of (a) such L/C Exposure over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent

reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on

deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer.

To the extent the amount of any Cash Collateral exceeds the L/C Exposure plus costs incidental thereto and so long as no other

Event of Default has occurred and is continuing, the excess shall be refunded to the Parent Borrower. If such Event of Default is cured

or waived and no other Event of Default is then occurring and continuing, the amount of any Cash Collateral (including any accrued interest

thereon) shall be refunded to the Parent Borrower.

(g) Letter of Credit Fees.

The Parent Borrower shall pay to the Administrative Agent in Dollars for the account of each Revolving Credit Lender under the Revolving

Credit Facility in accordance with its Applicable Percentage, a relevant Letter of Credit fee for each relevant Letter of Credit issued

on its behalf pursuant to this Agreement equal to the product of (i) the Applicable Rate for relevant Letter of Credit fees and (ii) the

daily maximum amount then available to be drawn under such Letter of Credit. Such letter of credit fees shall be computed on a quarterly

basis in arrears. Such Letter of Credit fees shall be due and payable on the first Business Day after the end of each March, June, September

and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Facility

Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of

each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such

Applicable Rate was in effect.

(h) Fronting Fee and Documentary

and Processing Charges Payable to L/C Issuers. The Parent Borrower shall pay directly to each L/C Issuer for its own account a fronting

fee (a “Fronting Fee”) in Dollars with respect to each Letter of Credit issued by such L/C Issuer in an amount to be

agreed between the Parent Borrower and such L/C Issuer (but in any case, not to exceed 0.125% per annum) of the daily maximum amount then

available to be drawn under such Letter of Credit. Such Fronting Fees shall be computed on a quarterly basis in arrears. Such Fronting

Fees shall be due and payable on the tenth Business Day after the end of each March, June, September and December, commencing with the

first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Facility Expiration Date and thereafter

on demand. In addition, the Parent Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation,

amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time

to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and

are nonrefundable.

(i) Conflict with Letter

of Credit Application. Notwithstanding anything else to the contrary in any Letter of Credit Application, in the event of any conflict

between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(j) Addition of an L/C

Issuer. A Revolving Credit Lender (or any of its Subsidiaries or affiliates) under the Revolving Credit Facility may become an additional

L/C Issuer hereunder pursuant to a written agreement among the Parent Borrower, the Administrative Agent and such Revolving Credit Lender.

The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

(k) Applicability of ISP

and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Parent Borrower when a Letter of Credit is issued (including

any such agreement applicable to an Existing Letter of Credit) the rules of the ISP shall be stated therein and apply to each Letter of

Credit.

(l) Indemnification of

L/C Issuers. To the extent not indemnified by the Parent Borrower or any other Loan Party pursuant to Section 10.05, the Revolving

Credit Lenders hereby agree to indemnify each L/C Issuer for all Indemnified Liabilities, subject to the terms and limitations set forth

in Section 10.05. Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Parent Borrower for, and no L/C Issuer’s

rights and remedies against the Parent Borrower shall be impaired by, any action or inaction of such L/C Issuer required or permitted

under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the

Law or any order of a jurisdiction where the applicable L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP,

as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association

for Finance and Trade (BAFT), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses

such law or practice.

SECTION 2.04 Swingline

Loans.

(a) The Swingline.

Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance on the agreements of the Revolving Credit Lenders

set forth in this Section, agrees to make Swingline Loans to the Parent Borrower from time to time on any Business Day before the applicable

Maturity Date, in an aggregate principal amount not to exceed at any time outstanding such Swingline Lender’s Swingline Commitment;

provided that, after giving effect to any Swingline Loan, (i) in no event shall the Total Outstandings exceed the Revolving Credit

Commitments then in effect, (ii) the sum of the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such

Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage

of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Revolving Credit Commitment (iii) the Outstanding

Amount of all Swingline Loans shall not exceed the Swingline Sublimit and (iv) Excess Availability would not be less than $0. Within the

foregoing limits and subject to the terms and conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow Swingline

Loans without premium or penalty. The Swingline Lender’s Swingline Commitment shall expire on the Maturity Date for the Revolving

Credit Facility. All Swingline Loans and all other amounts owed hereunder with respect to the Swingline Loans shall be paid in full on

the earlier of the Maturity Date for the Revolving Credit Facility and 10 Business Days after the date of such borrowing.

(b) Borrowing Procedures

for Swingline Loans. Each Swingline Borrowing shall be made upon the Parent Borrower’s irrevocable notice (which notice may

be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the Swingline Lender and the Administrative

Agent. Each such notice shall be in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer

of the Parent Borrower, and must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time

on the date of the requested Swingline Borrowing, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum

of $500,000 or a larger multiple of $100,000 and (ii) the date of such Swingline Borrowing (which shall be a Business Day). Promptly after

receipt by a Swingline Lender of such notice, such Swingline Lender will confirm with the Administrative Agent that the Administrative

Agent has also received such notice and, if not, the Swingline Lender will notify the Administrative Agent of the contents thereof. Subject

to the terms and conditions set forth herein, the Swingline Lender shall make each Swingline Loan available to the Parent Borrower, by

wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than

3:00 p.m. Local Time on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which

may be updated from time to time by the Parent Borrower, provided that, unless the Swingline Lender shall otherwise agree, any

such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline

Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it

has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe

that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Lenders

or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting

Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped

in full.

Loans.

(i) With respect to any Swingline

Loans which have not been voluntarily prepaid by the Parent Borrower pursuant to Section 2.05(a)(ii) or repaid pursuant to clause

(a) above, the Swingline Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (which the Administrative

Agent shall deliver to the Lenders) with a copy to the Parent Borrower, no later than 11:00 a.m. at least one Business Day in advance

of the proposed Credit Extension, a notice (which shall be deemed to be a Committed Loan Notice given by the Parent Borrower) requesting

that each Revolving Credit Lender make Revolving Credit Loans that are Base Rate Loans to the Parent Borrower on the date of such Credit

Extension in an amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on

the date such notice is given which the Swingline Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary

notwithstanding, (1) the proceeds of such Revolving Credit Loans made by the Lenders other than the Swingline Lender shall be immediately

delivered by the Administrative Agent to the Swingline Lender (and not to the Parent Borrower) and applied to repay a corresponding portion

of the applicable Refunded Swingline Loans and (2) on the day such Revolving Credit Loans are made, the Swingline Lender’s Applicable

Percentage of the Refunded Swingline Loans shall be deemed to be paid with the proceeds of a Revolving Credit Loan made by the Swingline

Lender to the Parent Borrower, and such portion of the Swingline Loans deemed to be so paid shall no longer be outstanding as Swingline

Loans but shall instead constitute part of the Swingline Lender’s outstanding Revolving Credit Loans. If any portion of any such

amount paid (or deemed to be paid) to the Swingline Lender should be recovered by or on behalf of the Parent Borrower from the Swingline

Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared

among all Revolving Credit Lenders in the manner contemplated by Section 2.13.

(ii) If for any reason any

Swingline Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i) in an amount sufficient

to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans on or before the third Business Day after

demand for payment thereof by the Swingline Lender, each of the Revolving Credit Lenders shall be deemed to have purchased, and hereby

agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Applicable Percentage of the applicable

unpaid amount together with accrued interest thereon (“Swingline Participations”). Upon one Business Days’ notice

from the Swingline Lender, each Revolving Credit Lender shall deliver to the Swingline Lender an amount equal to its respective participation

in the applicable unpaid amount in same day funds at the Principal Office of the Swingline Lender. In order to evidence such participation,

each such Revolving Credit Lender agrees to enter into a participation agreement at the request of the Swingline Lender in form and substance

reasonably satisfactory to the Swingline Lender.

(iii) If any Revolving Credit

Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such

Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(ii),

the Swingline Lender shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand,

such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately

available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate from time to time in effect and a

rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any reasonable administrative,

processing or similar fees customarily charged by such Swingline Lender in connection with the foregoing. If such Revolving Credit Lender

pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan

included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate

of a Swingline Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under

this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Credit

Lender’s obligation to make Revolving Credit Loans or to purchase and fund participations in Swingline Loans pursuant to this Section

2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim,

recoupment, defense or other right which such Lender may have against the Swingline Lender, the Parent Borrower or any other Person for

any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any adverse change in the business, operations, properties,

assets, condition (financial or otherwise) or prospects of any Loan Party; (D) any breach of this Agreement or any other Loan Document

by any party thereto; or (E) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such funding

of participations shall relieve or otherwise impair the obligation of the Parent Borrower to repay Swingline Loans, together with interest

as provided herein.

(d) Repayment of Participations.

(i) At any time after any

Revolving Credit Lender has purchased and funded a participation in a Swingline Loan, if the Swingline Lender receives any payment on

account of such Swingline Loan, such Swingline Lender will promptly remit such Revolving Credit Lender’s Applicable Percentage of

such payment to the Administrative Agent (appropriately adjusted, in the case of interest payments, to reflect the period of time during

which such Revolving Credit Lender’s participation was funded) in like funds as received by the Swingline Lender, and any such amounts

received by the Administrative Agent will be remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded

their participations pursuant to Section 2.04(c)(ii) to the extent of their interests therein.

(ii) If any payment received

by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by such Swingline Lender

under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swingline Lender

in its discretion), each Revolving Credit Lender shall pay to such Swingline Lender its Applicable Percentage thereof on demand of the

Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned at a rate per annum

equal to the Federal Funds Rate from time to time in effect. The Administrative Agent will make such demand upon the request of the Swingline

Lender. The obligations of the Revolving Credit Lenders under this clause (ii) shall survive the payment in full of the Obligations and

the termination of this Agreement.

(e) Payments Directly

to Swingline Lenders. Except as otherwise expressly provided herein, the Parent Borrower shall make all payments of principal and

interest in respect of the Swingline Loans directly to the Swingline Lender at its Principal Office.

(f) Provisions Related

to Extended Revolving Credit Commitments. If the Maturity Date shall have occurred in respect of any tranche of Revolving Credit Commitments,

Additional Revolving Credit Commitments or Extended Revolving Credit Commitments (such expiring tranche, the “Expiring Credit

Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments, Additional Revolving Credit Commitments

or Extended Revolving Credit Commitments available in Dollars is or are in effect with a longer Maturity Date (each, a “Non-Expiring

Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding

Swingline Loan, if consented to by the Swingline Lender, on the earliest occurring Maturity Date such Swingline Loan shall be deemed reallocated

to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the

amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments,

immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized

or Backstopped and (y) notwithstanding the foregoing, if a Default has occurred and is continuing, the applicable Parent Borrower shall

still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the Maturity

Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.

On the Maturity Date of any Expiring Credit Commitment, the sublimit for Swingline Loans shall be agreed solely with the Swingline Lender.

SECTION 2.05 Prepayments.

(a) Optional Prepayments.

(i) The Borrowers may,

upon notice to the Administrative Agent by the Parent Borrower, at any time or from time to time voluntarily prepay any Borrowing of

any Class in whole or in part without premium or penalty; provided that (1) such notice must be received by the

Administrative Agent not later than 1:00 p.m., Local Time (A) three (3) Business Days prior to any date of prepayment of Term

Benchmark Loans or RFR Loans and (B) on the date of prepayment of Base Rate Loans and;

provided that, in connection with the Permitted Merger, no such notice will be required in connection with a voluntary prepayment

made on or around the Closing Date (as defined in the Merger Agreement), (2) any prepayment of Loans shall be in a

principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof or, in each case, the

entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the

Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt

of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by

the Parent Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and

payable on the date specified therein. Any prepayment of a Term Benchmark Loan or an RFR Loan shall be accompanied by all accrued

interest thereon, together with any additional amounts required pursuant to Section 3.04.

(ii) The Parent Borrower

may, upon delivery of a notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily

prepay Swingline Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swingline

Lender and the Administrative Agent not later than 1:00 p.m. Local Time on the date of the prepayment, and (2) any such prepayment shall

be in a minimum principal amount of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each

such notice shall specify the date and amount of such prepayment. If such notice is given by the Parent Borrower, unless rescinded, the

Parent Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified

therein.

(iii) Notwithstanding anything

to the contrary contained in this Agreement, the Parent Borrower may rescind any notice of prepayment under Section 2.05(a) if

such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise

be delayed.

(b) Mandatory Prepayments.

(i) [reserved].

(ii) If for any reason the

aggregate Revolving Credit Exposure of all Lenders under any Revolving Credit Facility at any time exceeds the aggregate Line Cap under

such Revolving Credit Facility then in effect, the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans

under such Revolving Credit Facility and/or Cash Collateralize or Backstop the L/C Obligations under such Revolving Credit Facility in

an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize or Backstop the

L/C Obligations under such Revolving Credit Facility pursuant to this Section 2.05(b)(ii) unless after the prepayment in full of

the Revolving Credit Loans under such Revolving Credit Facility the aggregate Revolving Credit Exposures under such Revolving Credit Facility

exceed the aggregate Line Cap under such Revolving Credit Facility.

(iii) At all times after

the occurrence and during the continuance of a Cash Dominion Period and notification thereof by the Administrative Agent to the Parent

Borrower, on each Business Day, at or before 1:00 p.m., New York city time, the Administrative Agent shall apply on a daily basis all

immediately available funds credited to the Dominion Account or otherwise received by the Administrative Agent for application to the

Obligations in accordance with Section 8.04 (except (A) clause First thereof and (B) to Obligations under Cash Management Agreements

or Secured Hedge Agreements).

Losses, Etc. All prepayments under this Section 2.05 shall be accompanied by all accrued interest thereon in the currency in

which such Loan is denominated, together with, in the case of any such prepayment of a Term Benchmark Loan on a date other than the last

day of an Interest Period therefor, any amounts owing in respect of such Term Benchmark Loan pursuant to Section 3.04.

Notwithstanding any of the

other provisions of this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment

of Term Benchmark Loans is required to be made under this Section 2.05, prior to the last day of the Interest Period therefor,

in lieu of making any payment pursuant to this Section 2.05 in respect of any such Term Benchmark Loan prior to the last day of

the Interest Period therefor, the Parent Borrower may, in its 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 thereunder into a Cash Collateral Account

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 Borrowers or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance

with this Section 2.05. Such deposit shall constitute cash collateral for the Term Benchmark Loans to be so prepaid, provided

that the Parent Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this

Section 2.05.

SECTION 2.06 Termination

or Reduction of Commitments.

(a) Optional. The

Parent Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time

permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative

Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate

amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (iii) the Borrowers shall not terminate or reduce, (A) the

Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would

exceed the Line Cap, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations

would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments

hereunder, the Outstanding Amount of all Swingline Loans would exceed the Swingline Sublimit; provided, further, that, upon

any such partial reduction of the Letter of Credit Sublimit or the Swingline Sublimit, unless the Parent Borrower, the Administrative

Agent and the relevant L/C Issuer or the Swingline Lender, as the case may be, otherwise agree, the commitment of each L/C Issuer or the

Swingline Lender to issue Letters of Credit or extend Swingline Loans, as applicable, will be reduced proportionately by the amount of

such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swingline Sublimit

unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swingline Sublimit, as the case

may be, exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount

of such excess. Notwithstanding the foregoing, the Parent Borrower may rescind or postpone any notice of termination of the Commitments

if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayed.

(b) Mandatory. The

Revolving Credit Commitments shall terminate on the Maturity Date therefor. The Extended Revolving Credit Commitments and any Additional

Revolving Credit Commitments shall terminate on the respective maturity dates applicable thereto.

Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused Commitments

of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such

Class shall be reduced by such Lender’s Applicable Percentage of the amount by which such Commitments are reduced (other than the

termination of the Commitment of any Lender as provided in Section 3.06). All Commitment Fees accrued until the effective date

of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

SECTION 2.07 Repayment

of Loans.

(a) [Reserved].

(b) Revolving Credit Loans.

The Borrowers shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for each

Revolving Credit Facility the principal amount of each of its Revolving Credit Loans outstanding on such date under such Revolving Credit

Facility.

The Borrowers shall repay the aggregate principal amount of all of its Swingline Loans outstanding on the earlier of the Maturity Date

for the Revolving Credit Facility and 10 Business Days after the date of such borrowing.

SECTION 2.08 Interest.

(a) Subject to the provisions

of Section 2.08(b), (i) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable

borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate (ii) each Swingline Loan shall bear interest on the

outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable

Rate for Revolving Credit Loans, (iii) each Term Benchmark Loan shall bear interest on the outstanding principal amount thereof for each

Interest Period at a rate per annum equal to the Term Benchmark Rate therefor plus the Applicable Rate and (iv) each RFR Loan shall

bear interest on the outstanding principal amount thereof at a rate per annum equal to the Adjusted Daily Simple RFR Rate therefor plus

the Applicable Rate.

(b) The Borrowers shall pay

interest on past due amounts under this Agreement at a fluctuating interest rate per annum at all times equal to the Default Rate to the

fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest)

shall be due and payable upon demand to the fullest extent permitted by and subject to applicable Laws, including in relation to any required

additional agreements.

shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.

Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement

of any proceeding under any Debtor Relief Law.

SECTION 2.09 Fees.

In addition to certain fees described in Sections 2.03(g) and (h):

(a) Commitment Fees.

The Borrowers shall pay to the Administrative Agent, for the account of each Revolving Credit Lender in accordance with its Applicable

Percentage, a commitment fee (the “Commitment Fee”) in an amount equal to the Applicable Fee Rate times the average

daily amount by which the Revolving Credit Commitment of such Revolving Credit Lender exceeds the Revolving Credit Exposure of such Revolving

Credit Lender (excluding when calculating such Revolving Credit Exposure, the aggregate Outstanding Amount of Swingline Loans and/or Swingline

Participations and the aggregate Outstanding Amount of Protective Advances and/or Protective Advance Participations of such Revolving

Credit Lender); provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the

period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long

as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by

the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting

Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fees shall accrue at all times during the Availability Period,

including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears

on the tenth calendar day after the end of each March, June, September and December in respect of the most recently-ended quarterly period

(or portion thereof, in the case of the first payment), commencing with the first such date to occur after the Closing Date, and on the

last day of the Availability Period. The Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable

Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period

during such quarter that such Applicable Fee Rate was in effect.

(b) Other Fees. The

Borrowers shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.

Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the

Borrowers and the applicable Agent).

SECTION 2.10 Computation

of Interest and Fees. All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred sixty-five

(365) days or three hundred sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest

shall be made on the basis of a three hundred sixty (360) day year and actual days elapsed, or, in the case of Pounds Sterling, on the

basis of a three hundred and sixty-five day year. Interest shall accrue on each Loan for the day on which such Loan is made, and shall

not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid; provided that any such

Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each

determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent

manifest error. For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder

or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate

used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same

is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective

rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

SECTION 2.11 Evidence

of Indebtedness.

(a) The Credit Extensions

made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by one or more entries in the

Register. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest

error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to

so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any

amount owing with respect to the Loan Obligations. In the event of any conflict between the accounts and records maintained by any Lender

and the Register, the Register shall be conclusive in the absence of demonstrable error. Upon the request of any Lender made through the

Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such

Lender or its registered assigns, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender

may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with

respect thereto.

(b) In addition to the accounts

and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual

practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales

by such Lender of participations in Letters of Credit. In the event of any conflict between the Register and the accounts and records

of any Lender in respect of such matters, the Register shall be conclusive in the absence of demonstrable error.

SECTION 2.12 Payments

Generally.

(a) All payments by the Borrowers

of principal, interest, fees and other Obligations shall be made (i) with respect to the Swingline Loans, in Dollars, and (ii) with respect

to the Revolving Credit Commitments and Letters of Credit, in the applicable Approved Currency in which such Obligations are denominated,

without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all

payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such

payment is owed, at the applicable Administrative Agent’s Office and in immediately available funds not later than 2:00 p.m., Local

Time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other

applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending

Office. All payments received by the Administrative Agent after 2:00 p.m., Local Time, shall (in the sole discretion of the Administrative

Agent) be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Other than

as specified herein, all payments under each Loan Document of principal or interest in respect of any Loan (or of any breakage indemnity

in respect of any Loan) shall be made in Dollars.

(b) If any payment to be

made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and

such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would

cause payment of interest on or principal of Term Benchmark Loans to be made in the next succeeding calendar month, such payment shall

be made on the immediately preceding Business Day.

or any Lender have notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative

Agent hereunder, that the Borrowers or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume

that the Borrowers or such Lender, as the case may be, has timely made such payment on such date in accordance with Section 2.02

and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto.

If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then

(i) if the Borrowers failed

to make such payment, then each of the applicable Lenders severally agree to pay to the Administrative Agent forthwith on demand the portion

of such assumed payment that was made available to such Lenders in immediately available funds, together with interest thereon in respect

of each day from and including the date such amount was made available by the Administrative Agent to such Lenders to the date such amount

is repaid to the Administrative Agent in immediately available funds at the Overnight Rate plus, to the extent reasonably requested

in writing by the Administrative Agent, any administrative, processing or similar fees to the extent customarily charged by such Administrative

Agent to generally similarly situated borrowers (but not necessarily all such borrowers) in connection with the foregoing; it being understood

that nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which

the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder; and

(ii) if any Lender failed

to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available

funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrowers

to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at the Overnight Rate,

plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing plus,

to the extent reasonably requested in writing by the Administrative Agent, any administrative, processing or similar fees to the extent

customarily charged by such Administrative Agent to generally similarly situated borrowers (but not necessarily all such borrowers) in

connection with the foregoing. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon),

then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall

constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative

Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Parent Borrower, and the Borrowers shall pay

such amount to the Administrative Agent, together with interest thereon for the Compensation Period at the interest rate applicable to

such Loan. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights

which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative

Agent to any Lender or the Parent Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent

demonstrable error.

(d) If any Lender makes available

to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II,

and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension

set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return

such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) The obligations of the

Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make its payment under Section 9.07 are several

and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve

any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other

Lender to so make its Loan or purchase its participation or to make its payment under Section 9.07.

(f) Nothing herein shall

be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation

by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment

received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts

due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any

date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order

of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Loan Obligations of the

Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which

such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the

Lenders in accordance with such Lender’s Applicable Percentage of the sum of (a) the Outstanding Amount of all Loans outstanding

at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the

outstanding Loans or other Loan Obligations then owing to such Lender.

SECTION 2.13 Sharing of

Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or its

participations in L/C Obligations and Swingline Loans, any payment (whether voluntary, involuntary, through the exercise of any right

of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately

(a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them

and/or such subparticipations in the participations in L/C Obligations and Swingline Loans held by them, as the case may be, as shall

be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case

may be, pro rata with each of them; provided that (x) if all or any portion of such excess payment is thereafter recovered from

the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into

by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the

purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according

to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing

Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without

further interest thereon and (y) the provisions of this Section 2.13 shall not be construed to apply to any payment made by the

Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration

for the assignment of or sale of a participation in any of its Loans or participations in L/C Obligations and Swingline Loans to any assignee

or participant or the application of Cash Collateral pursuant to, and in accordance with, the terms of this Agreement. The Borrowers agree

that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all

its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully

as if such Lender were the direct creditor of the Borrowers in the amount of such participation. The Administrative Agent will keep records

(which shall be conclusive and binding in the absence of demonstrable error) of participations purchased under this Section 2.13

and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant

to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other

communications under this Agreement with respect to the portion of the Loan Obligations purchased to the same extent as though the purchasing

Lender were the original owner of the Loan Obligations purchased.

SECTION 2.14 Incremental

Credit Extensions.

(a) The Borrowers may, at

any time, increase the Revolving Credit Commitments by (i) adding an additional Class of Commitments that is in the form of a separate

“first-in, last-out” or “last-out” tranche, which shall take the form of term loans (each, a “FILO Tranche”)

or (ii) increase the aggregate amount of the Revolving Credit commitments of any then-existing Class (each a “Revolving Credit

Commitment Increase” and the loans thereunder, “Incremental Revolving Loans”; and the commitments in respect

thereof, the “Incremental Revolving Credit Commitments” or the “Incremental Facilities”); provided

that:

(i) unless the Administrative

Agent otherwise agrees, no Incremental Revolving Credit Commitment may be less than $5,000,000,

(ii) except as the Borrowers

and any Lender may separately agree, no Lender shall be obligated to provide any Incremental Revolving Credit Commitment, and the determination

to provide such Commitments shall be within the sole and absolute discretion of such Lender,

(iii) no Incremental Facility

or Incremental Revolving Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender

other than in its capacity, if any, as a lender providing all or part of any Incremental Revolving Credit Commitment or Incremental Revolving

Loan,

(iv) the terms of any Incremental

Facility established as a FILO Tranche may have interest rate margins, rate floors, upfront fees, funding discounts and original issue

discounts, in each case, as agreed among the Borrowers and the lenders providing such FILO Tranche (which, for the avoidance of doubt,

shall not require any adjustment to the Applicable Rate of other revolving loans to be set forth in any Incremental Amendment) so long

as (A) any loans and related obligations in respect of the FILO Tranche are not to be guaranteed by any Person other than the Guarantors

and are not secured by any assets other than Collateral; (B) as between (x) the Obligations (other than the FILO Tranche) and (y) the

FILO Tranche, all proceeds from the liquidation or other realization of the Collateral or application of funds shall be applied, subject

to the ABL Intercreditor Agreement, first to the Obligations (other than the FILO Tranche), and second to the FILO Tranche; (C) the Borrowers

may not prepay loans under the FILO Tranche unless the Payment Conditions have been satisfied; (D) the Required Lenders (calculated as

excluding the Lenders under the FILO Tranche) shall control exercise of remedies in respect of the Collateral; (E) the final maturity

of any FILO Tranche shall not occur, and no FILO Tranche shall require mandatory commitment reductions prior to, the Latest Maturity Date

at such time of incurrence; (F) [reserved]; (G) the advance rates for such FILO Tranche shall be reasonably satisfactory to the Administrative

Agent; (H) no more than one FILO Tranche shall be outstanding at any time and (I) except as otherwise set forth above, the terms of any

FILO Tranche are not materially more favorable to the lenders providing such FILO Tranche (except for covenants or other provisions (I)

conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment for the benefit of all Lenders or (II) applicable

only to periods after the Latest Maturity Date as of the date of incurrence of such Incremental Facility),

(v) the terms of any Incremental

Facility established as a Revolver Credit Commitment Increase shall be identical to those applicable to the applicable then-existing Class

(except with respect to structuring, arranger fees and other similar fees),

(vi) no Incremental Facility

may have a final maturity date earlier than (or require scheduled amortization or mandatory commitment reductions prior to) the Latest

Maturity Date,

(vii) no Event of Default

shall exist immediately prior to or after giving effect to such Incremental Facility (or, if the proceeds of such Incremental Revolving

Credit Commitments constitute a FILO Tranche and are being used to finance a Permitted Acquisition, no Event of Default under Sections

8.01(a) or (f) shall have occurred and be continuing at the time of entering into a definitive agreement in respect thereof);

provided, that in connection with a FILO Tranche incurred to consummate a Limited Condition Transaction, if agreed by the lenders

providing such FILO Tranche, the test under this clause (vii) shall solely be tested at the time of the execution of the applicable

purchase agreement related to the applicable Limited Condition Transaction (or, in the case of any prepayment, redemption or offer to

purchase Indebtedness in a Limited Condition Transaction specified in clause (ii) of the definition thereof, the date of the notice

of prepayment or redemption or transmittal of offer to purchase),

(viii) the aggregate principal

amount of all Incremental Facilities incurred following the Closing Date under this Section 2.14 shall not exceed, at the time of incurrence

thereof, the sum of (A) $75,000,000, (B) the amount by which the Borrowing Base (calculated on a Pro Forma Basis for any Permitted Acquisition

or other similar Investment) exceeds the Revolving Credit Commitments at any such time of calculation and (C) the amount of any permanent

reduction(s) of the Revolving Credit Commitments since the Closing Date; and

(ix) the representations

and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects

(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 so qualified) on and as of the date of such Credit Extension with the same effect as though

made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case

they shall be true and correct in all material respects as of such earlier date (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 so qualified); provided

that if the proceeds of such Incremental Revolving Credit Commitments constitute a FILO Tranche and are being used to finance a Permitted

Acquisition, the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that

would constitute customary (as reasonably determined by the Parent Borrower) “Specified Representations” and the reference

to “Material Adverse Effect” in such customary “Specified Representations” shall be understood for this purpose

to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Permitted

Acquisition or similar Investment.

(b) Incremental Revolving

Credit Commitments shall become additional Commitments pursuant to an amendment (an “Incremental Amendment”) to this

Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each lender providing such Incremental Revolving Credit

Commitments (provided, that each lender providing such Incremental Revolving Credit Commitments shall be subject to the approval of the

Administrative Agent and, to the extent the same would be required for an assignment under Section 10.07(b), the L/C Issuers and the Swingline

Lender (which approvals shall not be unreasonably withheld) unless such lender is a Revolving Credit Lender), and the Administrative Agent.

The Incremental Amendment may, without the consent of any other Loan Party or Lender, effect such amendments to this Agreement and the

other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower,

to effect the provisions of this Section 2.14, including amendments as deemed necessary by the Administrative Agent to address

technical issues relating to funding and payments.

shall supersede any provisions in Section 2.12 or 10.01 to the contrary.

(d) The proceeds of any Incremental

Facility may be used by the Parent Borrower and its Subsidiaries for working capital and other general corporate purposes, including (i)

the financing of Permitted Acquisitions and other permitted Investments and (ii) any other use not prohibited by this Agreement.

SECTION 2.15 Extensions

of Revolving Credit Commitments.

(a) Notwithstanding anything

to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time

by the Parent Borrower to all Lenders of any Class of Revolving Credit Commitments, in each case on a pro rata basis (based on the aggregate

outstanding principal amount of the respective Revolving Credit Commitments of the applicable Class) and on the same terms to each such

Lender, the Parent Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms

contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Credit Commitments of the applicable

Class and otherwise modify the terms of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including,

without limitation, by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings))

(each, an “Extension,” and each group of Revolving Credit Commitments, as applicable, in each case as so extended,

as well as the original Revolving Credit Commitments (in each case not so extended) and any Extended Revolving Credit Commitments (as

defined below) shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which

they were converted, it being understood that an Extension may be in the form of an increase in the amount of any Revolving Credit Commitments

otherwise satisfying the criteria set forth below), so long as the following terms are satisfied:

(i) except as to interest

rates, fees and final and extended maturity (which shall be determined by the Parent Borrower and set forth in the relevant Extension

Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit

Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings,

shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving

Credit Commitments (and related outstandings); provided that at no time shall there be Revolving Credit Commitments hereunder (including

Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates,

(ii) [reserved],

(iii) [reserved],

(iv) [reserved],

(v) if the aggregate principal

amount of the Revolving Credit Commitments in respect of which Revolving Credit Lenders, as the case may be, shall have accepted the relevant

Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments of such Class offered to be extended

by the Parent Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments of such Class of such Revolving Credit

Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings

of record) with respect to which such Revolving Credit Lenders have accepted such Extension Offer,

(vi) all documentation in

respect of such Extension shall be consistent with the foregoing, and

(vii) any applicable Minimum

Extension Condition shall be satisfied unless waived by the Parent Borrower and no Lender shall be obligated to extend its Revolving Credit

Commitments unless it so agrees.

(b) With respect to all Extensions

consummated by the Parent Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory

payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any

minimum increment, provided that the Parent Borrower may at its election specify as a condition (a “Minimum Extension

Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension

Offer in the Parent Borrower’s sole discretion and may be waived by the Parent Borrower) of Revolving Credit Commitments (as applicable)

of any or all applicable Classes be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated

by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended

Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements

of any provision of this Agreement (including, without limitation, Sections 2.05, 2.12 and 2.13) or any other Loan

Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15.

or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such

Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension

of any Class of Revolving Credit Commitments, the consent of the relevant L/C Issuer (if such L/C Issuer is being requested to issue letters

of credit with respect to the Class of Extended Revolving Credit Commitments). All Extended Revolving Credit Commitments and all obligations

in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a

pari passu basis with all other applicable Loan Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably

authorize and direct the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Parent

Borrower as may be necessary in order to establish new Classes in respect of Revolving Credit Commitments so extended and such technical

amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection

with the establishment of such new Classes, in each case on terms consistent with this Section 2.15 (and to the extent any such

amendment is consistent with the terms of this Section 2.15 (as reasonably determined by the Parent Borrower), the Administrative

Agent shall be deemed to have consented to such amendment, and no such consent of the Administrative Agent shall be necessary to have

such amendment become effective).

(d) In connection with any

Extension, the Parent Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as

may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation,

regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder

after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to

accomplish the purposes of this Section 2.15; provided that, failure to give such notice shall in no way affect the effectiveness

of any amendment entered into to effectuate such Extension in accordance with this Section 2.15.

SECTION 2.16 Defaulting

Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following

provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) the Commitment Fee shall

cease to accrue on any of the Revolving Credit Commitments of such Defaulting Lender pursuant to Section 2.09(a);

(b) the Commitment, Outstanding

Amount of Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required

Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to

Section 10.01); provided that any waiver, amendment or modification of a type described in clause (a), (b)

or (c) of the first proviso in Section 10.01 that would apply to the Commitments or Loan Obligations owing to such Defaulting

Lender shall require the consent of such Defaulting Lender with respect to the effectiveness of such waiver, amendment or modification

with respect to the Commitments or Loan Obligations owing to such Defaulting Lender;

Swingline Loans exists at the time a Lender under the Revolving Credit Facility becomes a Defaulting Lender then:

(i) all or any part of the

L/C Exposure and Revolving Credit Exposure in respect of Swingline Loans of such Defaulting Lender shall be reallocated among the non-Defaulting

Lenders in accordance with their respective Applicable Percentages but only to the extent the sum of all non-Defaulting Lenders’

Revolving Credit Exposures plus such Defaulting Lender’s L/C Exposure and Revolving Credit Exposure in respect of Swingline

Loans does not exceed the total of all non-Defaulting Lenders’ relevant Commitments;

(ii) if the reallocation

described in clause (i) above cannot, or can only partially, be effected, the Parent Borrower shall within three (3) Business Days

following notice by the Administrative Agent, (A) Cash Collateralize for the benefit of the L/C Issuer only the Parent Borrower’s

obligations corresponding to such Defaulting Lender’s L/C Exposure and (after giving effect to any partial reallocation pursuant

to clause (i) above) in accordance with the procedures set forth in Section 2.03(f) for so long as such L/C Exposure is

outstanding and (B) repay the Swingline Loans in an amount of such Defaulting Lender’s Revolving Credit Exposure in respect of Swingline

Loans;

(iii) if the Parent Borrower

Cash Collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to clause (ii) above, the Parent Borrower

shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.03(h) with respect to such Defaulting Lender’s

L/C Exposure during the period such Defaulting Lender’s L/C Exposure is Cash Collateralized or Backstopped;

(iv) if the L/C Exposures

of the non-Defaulting Lenders are increased pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections

2.09(a) and 2.03(h) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages;

(v) if all or any portion

of such Defaulting Lender’s L/C Exposure is neither reallocated nor Cash Collateralized or Backstopped pursuant to clause (i)

or (ii) above, then, without prejudice to any rights or remedies of the L/C Issuer or any other Lender hereunder, all letter of

credit fees payable under Section 2.03(h) with respect to such portion of such Defaulting Lender’s L/C Exposure shall be

payable to the L/C Issuer until and to the extent that such L/C Exposure is reallocated and/or Cash Collateralized or Backstopped; and

(vi) subject to Section

10.23, no reallocation pursuant to this Section 2.16 shall constitute a waiver or release of any claim of any party hereunder

against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender

as a result of such non-Defaulting Lender’s increased exposure following such reallocation.

100

(d) so long as such Lender

is a Defaulting Lender under the Revolving Credit Facility, (A) the relevant L/C Issuer shall not be required to issue, amend or increase

any Letter of Credit, unless it has received assurances satisfactory to it that non-Defaulting Lenders will cover the related exposure

and/or Cash Collateral will be provided by the Parent Borrower in accordance with Section 2.16(c), and participating interests

in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section

2.16(c)(i) (and such Defaulting Lender shall not participate therein) and (B) such Lender is a Defaulting Lender under the Revolving

Credit Facility, the Swingline Lender shall not be required to fund any Swingline Loans unless it has received assurances satisfactory

to it that non-Defaulting Lenders will cover the related exposure, and participating interests in any newly issued Swingline Loans shall

be allocated among non-Defaulting Lenders in a manner consistent with Section 2.16(c)(i) (and such Defaulting Lender shall not

participate therein).

(e) In the event that the

Administrative Agent, the Parent Borrower and the relevant L/C Issuer each agrees that a Defaulting Lender has adequately remedied all

matters that caused such Lender to be a Defaulting Lender, then the relevant L/C Exposures shall be readjusted to reflect the inclusion

of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Credit Loans

of the other Revolving Credit Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such

Revolving Credit Loans in accordance with its Applicable Percentage.

SECTION 2.17 Reserves;

Changes to Eligibility Criteria. The Administrative Agent may at any time and from time to time in the exercise of its Permitted Discretion

upon three Business Days’ prior written notice to the Parent Borrower, which notice shall include a reasonably detailed description

of such Availability Reserve being established or change to any eligibility criteria being made (during which period (x) the Administrative

Agent shall, if requested, discuss any such Availability Reserve or change with the Parent Borrower and (y) the Parent Borrower may take

such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or change thereto

no longer exists or exists in a manner that would result in the establishment of a lower Availability Reserve or result in a lesser change

thereto, in each case, in a manner and to the extent reasonably satisfactory to the Administrative Agent), establish and increase or decrease

Availability Reserves in accordance with the terms hereof as being appropriate to (A) reflect items that could reasonably be expected

to adversely affect the value of the applicable Accounts included in the Borrowing Base or (B) reflect items that could reasonably be

expected to adversely affect the enforceability or priority of the Administrative Agent’s Liens on the applicable Collateral (including

claims that the Administrative Agent determines are (x) likely to be received in the liquidation of such Collateral or (y) will need to

be satisfied in connection with the realization upon such Collateral or the amount likely to be received in the liquidation of such Collateral).

The amount of any Availability Reserve established by the Administrative Agent shall have a reasonable relationship as determined by the

Administrative Agent in its Permitted Discretion to the event, condition or other matter that is the basis for the Availability Reserve.

Notwithstanding anything herein to the contrary, (i) an Availability Reserve shall not be established to the extent that it would be duplicative

of any specific item excluded as ineligible in the definition of Eligible Accounts, but the Administrative Agent shall retain the right,

subject to the requirements of this paragraph, to establish an Availability Reserve with respect to prospective changes in the applicable

Eligible Accounts that may reasonably be anticipated, (ii) circumstances, conditions, events or contingencies arising prior to the Closing

Date (x) which were disclosed in writing in any field examination delivered to the Administrative Agent on or prior to the Closing Date

or (y) of which the Administrative Agent had actual knowledge prior to the Closing Date shall not be the basis for the establishment of

the Availability Reserves unless, in each case, the Administrative Agent establishes such Availability Reserve on the Closing Date or

such circumstances, conditions, events or contingencies shall have changed in a material adverse respect since the Closing Date, (iii)

no Availability Reserves established or modifications imposed shall be duplicative of reserves or modifications already accounted for

through eligibility criteria (including collection/advance rates) and (iv) no reserves shall be imposed on the first 2.50% of dilution

of Accounts and thereafter no dilution reserve shall exceed 1.0% for each incremental whole percentage in dilution over 2.50%; provided

that dilution reserves may reflect fractional percentages in dilution.

101

ARTICLE III

Taxes, Increased Costs Protection and Illegality

SECTION 3.01 Taxes.

(a) Except as provided in

this Section 3.01, any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made

free and clear of and without deduction for any Taxes, except as required by applicable Laws (as determined in the good faith discretion

of the applicable withholding agent). If any applicable withholding agent shall be required by any Laws to deduct any Taxes from or in

respect of any sum payable under any Loan Document, (i) if such Taxes are Indemnified Taxes, the sum payable by the applicable Loan Party

shall be increased as necessary so that after all required deductions have been made (including deductions applicable to additional sums

payable under this Section 3.01), the applicable Lender or Agent (or, in the case of payments made to the Administrative Agent

for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deductions been

made, (ii) the applicable withholding agent shall make such withholding or deductions, (iii) the applicable withholding agent shall pay

or remit the full amount deducted to the relevant Governmental Authority in accordance with applicable Laws, and (iv) as soon as practicable

after the date of any such payment by any Loan Party, such Loan Party (or the Parent Borrower) shall furnish to the Administrative Agent

the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof, or other written proof

of payment thereof that is reasonably satisfactory to the Administrative Agent.

(b) In addition, and without

duplication of any obligation set forth in Section 3.01(a), the Parent Borrower shall timely pay to the relevant Governmental Authority

in accordance with applicable Laws, or at the option of the Administrative Agent reimburse it for the payment of, any Other Taxes.

any amounts paid pursuant to Section 3.01(a) or Section 3.01(b), the Parent Borrower shall jointly and severally indemnify

each Agent and each Lender within 10 days of receipt of a written demand thereof for (i) the full amount of Indemnified Taxes (including

any Indemnified Taxes imposed or asserted by any jurisdiction in respect of amounts payable under this Section 3.01) payable or

paid by such Agent and such Lender and (ii) any reasonable expenses arising therefrom or with respect thereto, in each case whether or

not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the

amount of such payment or liability delivered to the Parent Borrower by a Lender or Agent (with a copy to the Administrative Agent), or

by the Administrative Agent on its own behalf or on behalf of a Lender or Agent, shall be conclusive absent manifest error.

(d) If any party determines,

in its reasonable and good faith discretion, that it has received a refund in respect of any Indemnified Taxes as to which indemnification

or additional amounts have been paid to it by any Loan Party pursuant to this Section 3.01, it shall promptly remit an amount equal

to such refund as soon as practicable after it is determined that such refund pertains to Indemnified Taxes (but only to the extent of

indemnity payments made, or additional amounts paid, by the Loan Parties under this Section 3.01 with respect to the Indemnified

Taxes giving rise to such refund) to the Parent Borrower, net of all reasonable out-of-pocket expenses (including any Taxes) of the Lender

or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such

refund); provided that the Parent Borrower, upon the request of the Lender or Agent, as the case may be, shall promptly return

an amount equal to such refund (plus any applicable interest, additions to tax or penalties) to such party in the event such party is

required to repay such refund to the relevant Governmental Authority. Such Lender or Agent, as the case may be, shall, at the Parent Borrower’s

request, provide the Parent Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund

received from the relevant Governmental Authority (provided that such Lender or Agent may delete any information therein that such

Lender or Agent deems confidential). Notwithstanding anything to the contrary in this Section 3.01(d), in no event will any Lender

or Agent be required to pay any amount to any Loan Party pursuant to this Section 3.01(d) the payment of which would place such

Lender or Agent in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification or additional

amounts and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional

amounts with respect to such Tax had never been paid. Nothing herein contained shall interfere with the right of a Lender or Agent to

arrange its Tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any refund or to make available its Tax

returns or disclose any information relating to its Tax affairs (or any other information that it deems confidential) or any computations

in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits,

reliefs, remissions or repayments to which it may be entitled.

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(e) Each Lender agrees that,

upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to Taxes or Section

3.03 with respect to increased costs, in each case, with respect to such Lender it will, if requested by the Parent Borrower, use commercially

reasonable efforts (subject to legal and regulatory restrictions), at the Parent Borrower’s expense, to designate another Applicable

Lending Office for any Loan or Letter of Credit affected by such event if doing so would reduce or eliminate amounts payable under Section

3.01(a) or (c) or Section 3.03; provided that such efforts are made on terms that, in the judgment of such Lender, cause

such Lender and its Applicable Lending Office(s) to suffer unreimbursed cost or expense and would not otherwise be disadvantageous to

such Lender, and provided further that nothing in this Section 3.01(e) shall affect or postpone any of the Obligations of

the Parent Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c).

(f) Each Lender shall, at

such times as are reasonably requested by the Parent Borrower or the Administrative Agent, provide the Parent Borrower and the Administrative

Agent with any properly completed and executed documentation prescribed by applicable Laws, or reasonably requested by the Parent Borrower

or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax

with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change

in circumstances renders such documentation (including any documentation specifically referenced below) expired, obsolete or inaccurate

in any respect, deliver promptly to the Parent Borrower and the Administrative Agent updated or other appropriate documentation (including

any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Parent Borrower and the Administrative

Agent in writing of its legal ineligibility to do so.

Without limiting the generality

of the foregoing:

(i) Each Lender that is a

“United States person” (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers and the Administrative

Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of Internal

Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding;

(ii) Each Lender that is

not a “United States person” (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers and the Administrative

Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter when required by applicable

Laws or upon the reasonable request of the Borrowers or the Administrative Agent), two properly completed and duly signed original copies

of whichever of the following is applicable:

(A) Internal Revenue Service

Forms W-8BEN or Form W-8BEN-E, as applicable (or any successor forms), claiming eligibility for benefits of (i.e., a reduction of or exemption

from Tax) an income tax treaty to which the United States is a party,

(B) Internal Revenue Service

Forms W-8ECI (or any successor forms),

claiming the benefits of the exemption for portfolio interest under Section 881(c) or the Code, (x) a certificate, in substantially the

form of Exhibit K (any such certificate a “United States Tax Compliance Certificate”), or any other form approved

by the Administrative Agent, to the effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A)

of the Code, (B) a “10 percent shareholder” of the Parent Borrower within the meaning of Section 871(h)(3)(B) of the Code

or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no interest payments under

any Loan Documents are effectively connected with such Lender’s conduct of a U.S. trade or business, and (y) Internal Revenue Service

Forms W-8BEN or Forms W-8BEN-E, as applicable (or any successor forms),

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(D) to the extent a Lender

is not the beneficial owner (for example, where the Lender is a partnership, or is a Lender that has granted a participation), Internal

Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied by an Internal Revenue Service Form W-8ECI, W-8BEN, W-8BEN-E,

a United States Tax Compliance Certificate, Internal Revenue Service Form W-9, Form W-8IMY (or other successor forms) or any other required

information from each beneficial owner, as applicable (provided that, if the Lender is a partnership and one or more direct or

indirect partners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such

Lender on behalf of such direct or indirect partner(s)), or

(E) any other form prescribed

by applicable U.S. federal income tax laws (including the Treasury regulations) as a basis for claiming a complete exemption from, or

a reduction in, U.S. federal withholding tax on any payments to such Lender under the Loan Documents, together with such supplemental

documentation as may be prescribed by applicable laws to permit the Parent Borrower or the Administrative Agent to determine the withholding

or deduction required to be made.

(iii) If a payment made to

a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply

with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable),

such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by applicable Laws and at such

time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable Laws (including

as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the

Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their FATCA obligations, to determine

whether such Lender has or has not complied with such Lender’s FATCA obligations and to determine the amount, if any, to deduct

and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made

to FATCA after the date of this Agreement.

Notwithstanding any other

provision of this Section 3.01(f), a Lender shall not be required to deliver any form that such Lender is not legally eligible

to deliver.

Each Lender hereby authorizes

the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender

to the Administrative Agent pursuant to this Section 3.01(f).

(b) The Administrative Agent

(or any successor thereto) shall provide each Borrower with, (i) if it is a United States person (as defined in Section 7701(a)(30) of

the Code), on or prior to the date that it becomes a party to this Agreement, a duly completed Internal Revenue Service Form W-9 certifying

that it is exempt from U.S. federal backup withholding (along with any other tax forms reasonably requested by such Borrower), or (ii)

if it is not a “United States person” (as defined in Section 7701(a)(30) of the Code), (1) with respect to amounts payable

to the Administrative Agent for its own account, a duly completed Internal Revenue Service Form W-8ECI or Form W-8BEN-E, as applicable

(along with any other tax forms reasonably requested by such Borrower) together with any required accompanying documentation, and (2)

with respect to amounts payable to the Administrative Agent on behalf of a Lender, a duly completed Internal Revenue Service Form W-8IMY

(together with any required accompanying documentation), and shall update such forms periodically upon the reasonable request of such

Borrower. Notwithstanding any other provision of this clause (g), the Administrative Agent shall not be required to deliver any

form that such Administrative Agent is not legally eligible to deliver.

doubt, the term “Lender” shall, for purposes of this Section 3.01, include any L/C Issuer.

(d) Each parties’ obligations

under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the

replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any

Loan Document.

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SECTION 3.02 Inability

to Determine Rates.

(1) With respect to Revolving

Credit Loans denominated in Dollars:

Subject to Section 3.09,

if, on or prior to the first day of any Interest Period for any SOFR Loan:

(a) the Administrative Agent

reasonably determines in good faith (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term

SOFR” cannot be determined pursuant to the definition thereof, or

(b) Lenders comprising the

Required Lenders of the applicable Class determine that for any reason in connection with any request for a SOFR Loan or a conversion

thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does

not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and Lenders comprising the Required Lenders

of the applicable Class have provided notice of such determination to the Administrative Agent,

then, in each case, the Administrative Agent will

promptly so notify the Parent Borrower and each Lender.

Upon written notice thereof by the Administrative

Agent to the Parent Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrowers to continue SOFR Loans

or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods)

until the Administrative Agent (with respect to clause (b), at the instruction of the Lenders comprising Required Lenders of the applicable

Class) revokes such notice. Upon receipt of such written notice, (i) the Borrowers may revoke any pending request for a borrowing of,

conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that,

the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in

the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at

the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted,

together with any additional amounts required pursuant to Section 3.03. Subject to Section 3.09, if the Administrative Agent determines

(which determination shall be conclusive and binding absent manifest error) that ” Adjusted Term SOFR” cannot be determined

pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent

without reference to clause (d) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

(2) With respect to any Revolving

Credit Loan denominated in any Alternative Currency:

Subject to Section 3.09,

if:

(a) the Administrative Agent

determines (which determination shall be conclusive and binding absent manifest error) that:

(i) (A) if Adjusted Daily

Simple RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees,

commissions or other amounts, “Adjusted Daily Simple RFR” cannot be determined pursuant to the definition thereof or (B) if

Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest,

fees, commissions or other amounts, “Eurocurrency Rate”, as applicable, cannot be determined pursuant to the definition thereof

on or prior to the first day of any Interest Period; or

(ii) a fundamental change

has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including changes in national or

international financial, political or economic conditions or currency exchange rates or exchange controls);

(b) with respect to any

Eurocurrency Rate Loan or any request therefor or a conversion thereto or a continuation thereof, the Required Lenders determine

(which determination shall be conclusive and binding absent manifest error) that deposits in the applicable Alternative Currency are

not being offered to banks in the applicable offshore interbank market for the applicable Alternative Currency, amount or Interest

Period of such Eurocurrency Rate Loan, and the Required Lenders of the applicable Class have provided notice of such determination

to the Administrative Agent; or

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with any request for such Loan or a conversion thereto or a continuation thereof that (i) if Adjusted Daily Simple RFR is utilized

in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other

amounts, Adjusted Daily Simple RFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such

Loans or (ii) if Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document with respect to any

Obligations, interest, fees, commissions or other amounts, Eurocurrency Rate does not adequately and fairly reflect the cost to such

Lenders of making or maintaining such Loan during the applicable Interest Period, and, in the case of (i) or (ii), the Required

Lenders of the applicable Class have provided notice of such determination to the Administrative Agent,

then, in each case, the Administrative

Agent will promptly so notify the Parent Borrower and each applicable Lender. Upon notice thereof by the Administrative Agent to the Parent

Borrower, any obligation of the Lenders to make RFR Loans or Eurocurrency Rate Loans, as applicable, in each such Alternative Currency,

and any right of the Borrowers to convert any Loan in each such Alternative Currency to or continue any Loan as an RFR Loan or a Eurocurrency

Rate Loan, as applicable, in each such Alternative Currency, shall be suspended (to the extent of the affected RFR Loans or Eurocurrency

Rate Loans or, in the case of Eurocurrency Rate Loans, the affected Interest Periods) until the Administrative Agent (with respect to

clause (b) or (c), at the instruction of the Required Lenders of the applicable Class) revokes such notice. Upon receipt of such notice,

(A) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of RFR Loans or Eurocurrency Rate Loans

in each such affected Alternative Currency (to the extent of the affected RFR Loans or Eurocurrency Rate Loans or, in the case of Eurocurrency

Rate Loans, the affected Interest Periods) or, failing that, then such request shall be ineffective and (B) any outstanding affected Loans

denominated in an Alternative Currency, at the Borrowers’ election, shall either (i) be converted into Base Rate Loans denominated

in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Eurocurrency Rate

Loans, at the end of the applicable Interest Period or (ii) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans,

at the end of the applicable Interest Period; provided that if no election is made by the Borrowers by the date that is the earlier

of (x) three Business Days after receipt by the Parent Borrower of such notice or (y) with respect to a Eurocurrency Rate Loan, the last

day of the current Interest Period, the Borrowers shall be deemed to have elected clause (i) above. Upon any such prepayment or conversion,

the Borrowers shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the

amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.03

SECTION 3.03 Increased

Cost and Reduced Return; Capital Adequacy; Reserves on Term Benchmark Loans and RFR Loans.

(a) If any Lender determines

that as a result of any Change in Law (including with respect to Taxes), or such Lender’s compliance therewith, there shall be any

increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Loan or issuing or participating in Letters

of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes

of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes indemnifiable under

Section 3.01, (ii) Excluded Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes,”

(iii) Excluded Taxes described in clause (a) of the definition of “Excluded Taxes” to the extent such Taxes are imposed

on or measured by such Lender’s net income or profits (or are franchise Taxes imposed in lieu thereof or are branch profit taxes)

or (iv) reserve requirements contemplated by Section 3.03(c)), then from time to time within fifteen (15) days after demand by

such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance

with Section 3.05), the Parent Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such

increased cost or reduction; provided that in the case of any Change in Law only applicable as a result of the proviso set forth in the

definition thereof, such Lender will only be compensated for such amounts that would have otherwise been imposed under the applicable

increased cost provisions and only to the extent the applicable Lender is imposing such charges on other generally similarly situated

borrowers (but not necessarily all such borrowers) under comparable syndicated credit facilities.

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(b) If any Lender determines

that as a result of any Change in Law regarding capital adequacy or liquidity requirements, or any change therein or in the interpretation

thereof, in each case after the date hereof, or compliance by such Lender (or its Applicable Lending Office) therewith, has the effect

of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s

obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity requirements, and such Lender’s

desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation

of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.05),

the Parent Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen

(15) days after receipt of such demand.

pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting

of or including Eurocurrency funds or deposits, or funds or deposits bearing interest with reference to the applicable Benchmark, additional

interest on the unpaid principal amount of each Term Benchmark Loan or RFR Loan, as applicable, equal to the actual costs of such reserves

allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest

error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any

other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the

Term Benchmark Loans or RFR Loans, as applicable, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary,

to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such

Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each

date on which interest is payable on such Loan, provided the Parent Borrower shall have received at least fifteen (15) days’

prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give

notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen

(15) days after receipt of such notice.

(d) Subject to Section

3.05(b), failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute

a waiver of such Lender’s right to demand such compensation.

(e) If any Lender requests

compensation under this Section 3.03, then such Lender will, if requested by the Parent Borrower, use commercially reasonable efforts

to designate another Applicable Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts

are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no

material economic, legal or regulatory disadvantage; and provided, further, that nothing in this Section 3.03(e)

shall affect or postpone any of the Obligations of the Parent Borrower or the rights of such Lender pursuant to Section 3.03(a),

(b), (c) or (d).

SECTION 3.04 Funding Losses.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Parent Borrower shall promptly compensate such

Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion,

payment or prepayment of any Eurocurrency Rate Loan or SOFR Loan on a day other than the last day of the Interest Period for such Loan;

(b) any failure by the Parent

Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan (other than

a Base Rate Loan) on the date or in the amount notified by the Parent Borrower;

including any loss or expense arising from the

liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such

funds were obtained.

For purposes of calculating

amounts payable by the Parent Borrower to the Lenders under this Section 3.04, in the case of Eurocurrency Rate Loans, each Lender

shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or

other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurocurrency

Rate Loan was in fact so funded.

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SECTION 3.05 Matters Applicable

to All Requests for Compensation.

(a) Any Agent or any Lender

claiming compensation under this Article III shall deliver a certificate to the Parent Borrower setting forth the additional amount

or amounts to be paid to it hereunder which shall be conclusive in the absence of demonstrable error. In determining such amount, such

Agent or such Lender may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s

claim for compensation under Section 3.01, Section 3.02, Section 3.03 or Section 3.04, the Parent Borrower

shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date

that such Lender notifies the Parent Borrower of the event that gives rise to such claim; provided that, if the circumstance giving

rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect

thereof. If any Lender requests compensation by the Parent Borrower under Section 3.03, the Parent Borrower may, by notice to such

Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue Term Benchmark Loans from

one Interest Period to another, or to convert Base Rate Loans into Term Benchmark Loans, until the event or condition giving rise to such

request ceases to be in effect (in which case the provisions of Section 3.05(c) shall be applicable); provided that such

suspension shall not affect the right of such Lender to receive the compensation so requested.

any Lender to make or continue any Term Benchmark Loan from one Interest Period to another, or to convert Base Rate Loans into Term Benchmark

Loans shall be suspended pursuant to Section 3.05(b) hereof, such Lender’s Term Benchmark Loans denominated in Dollars shall

be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Term Benchmark Loans,

as applicable (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and,

unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.03 hereof that gave rise

to such conversion no longer exist:

(i) to the extent that such

Lender’s SOFR Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s

SOFR Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans denominated

in Dollars that would otherwise be made or continued from one Interest Period to another by such Lender as SOFR Loans shall be made or

continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into SOFR Loans shall remain

as Base Rate Loans.

(d) If any Lender gives notice

to the Parent Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.03 hereof that gave

rise to the conversion of such Lender’s SOFR Loans pursuant to this Section 3.05 no longer exist (which such Lender agrees

to do promptly upon such circumstances ceasing to exist) at a time when SOFR Loans made by other Lenders are outstanding, such Lender’s

Base Rate Loans shall be automatically converted to SOFR Loans, on the first day(s) of the next succeeding Interest Period(s) for such

outstanding SOFR Loans, as applicable, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding

SOFR Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with

their respective Commitments.

SECTION 3.06 Replacement

of Lenders under Certain Circumstances.

(a) If at any time (i) any

Lender requests reimbursement for amounts owing pursuant to Section 3.01 or Section 3.03 as a result of any condition described

in such Sections or any Lender ceases to make Term Benchmark Loans or RFR Loans as a result of any condition described in Section 3.02

or Section 3.03, (ii) any Lender becomes a Defaulting Lender, (iii) any Lender becomes a Non-Consenting Lender, (iv) any Lender

becomes a Non-Extending Lender and/or, (v) any suspension or cancellation of any obligation of any Lender to issue, make, maintain, fund

or charge interest with respect to any such Borrowing pursuant to Section 3.07, then the Parent Borrower may, at its election and

its sole expense and effort, on prior written notice to the Administrative Agent and such Lender, to the extent not in conflict with applicable

Laws in any material respect, either (x) replace such Lender by requiring such Lender to (and such Lender shall be obligated to) assign

pursuant to Section 10.07(b) (with the assignment fee to be paid by the Parent Borrower in such instance) all of its rights and

obligations under this Agreement (or, with respect to clause (iii) above, all of its rights and obligations with respect to the

Class of Loans or Commitments that is the subject of the related consent, waiver or amendment) (other than its existing rights to payments

pursuant to Sections 3.01 and 3.04) to one or more Eligible Assignees; provided that neither the Administrative Agent

nor any Lender shall have any obligation to the Parent Borrower to find a replacement Lender or other such Person; and provided,

further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.03 or payments

required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B)

in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have

agreed to the applicable departure, waiver or amendment of the Loan Documents or (y) repay the Loans and terminate the Commitments held

by any such Lender notwithstanding anything to the contrary herein (including, without limitation Section 2.05, Section 2.06,

Section 2.07 or Section 2.13), on a non pro rata basis so long as any accrued and unpaid interest and required fees are

paid any such Non-Consenting Lender or Non-Extending Lender.

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(b) Any Lender being replaced

pursuant to Section 3.06(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s

Commitment and outstanding Loans and participations in L/C Obligations and Swingline Loans (provided that the failure of any such

Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register)

and (ii) deliver Notes, if any, evidencing such Loans to the Parent Borrower or Administrative Agent. Pursuant to such Assignment and

Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitments and

outstanding Loans and participations in L/C Obligations and Swingline Loans, (B) all obligations of the Loan Parties owing to the assigning

Lender relating to the Loan Documents and participations so assigned shall be paid in full by the assignee Lender or the Loan Parties

(as applicable) to such assigning Lender concurrently with such assignment and assumption, any amounts owing to the assigning Lender (other

than a Defaulting Lender) under Section 3.04 as a consequence of such assignment and (C) upon such payment and, if so requested

by the assignee Lender, the assignor Lender shall deliver to the assignee Lender the appropriate Note or Notes executed by the Borrowers,

the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect

to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which

shall survive as to such assigning Lender.

to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter

of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a backstop

standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer, or the depositing

of Cash Collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer)

have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be

replaced hereunder except in accordance with the terms of Section 9.09.

(d) In the event that (i)

the Parent Borrower or the Administrative Agent have requested that the Lenders (A) consent to a departure or waiver of any provisions

of the Loan Documents or (B) agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement

of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the

Loans and (iii) solely with respect to clauses (i) and (ii) above, the Required Lenders have agreed to such consent, waiver

or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

In the event that the Parent Borrower or the Administrative Agent has requested that the Lenders consent to an extension of the Maturity

Date of any Class of Loans as permitted by Section 2.15, then any Lender who does not agree to such extension shall be deemed

a “Non-Extending Lender.”

SECTION 3.07 Illegality.

If (a) in any applicable jurisdiction, the Administrative Agent, any L/C Issuer or any Lender determines that any Change in Law has made

it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent, such L/C Issuer or such

Lender, as applicable, to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its

participation in any Loan or (iii) issue, make, maintain, fund or charge interest with respect to any Borrowing to any Loan Party who

is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia (including, as

a result of any illegality due to any economic or financial sanctions administered or enforced by any sanctions authority) or (b) any

Lender is advised in writing by a sanctions authority that penalties will be imposed by a sanctions authority as a result of such Lender’s

participation in the Agreement or any other business or financial relationship with the Borrowers, in each case of clauses (a)

and (b), such Person shall promptly notify the Administrative Agent, then, upon the Administrative Agent notifying the Parent Borrower,

and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with

respect to any such Borrowing shall be suspended, and to the extent required by applicable Law, cancelled. Upon receipt of such notice,

the Loan Parties shall, (A) repay that Person’s participation in the Loans or other applicable Obligations on the last day of the

Interest Period for each Loan or other Obligation occurring after the Administrative Agent has notified the Parent Borrower or, if earlier,

the date specified by such Person in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable

grace period permitted by applicable Law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

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SECTION 3.08 Survival.

Each Party’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all

other Loan Obligations hereunder and any assignment of rights by or replacement of a Lender or L/C Issuer.

SECTION 3.09 Benchmark

Replacement Setting.

(a) Benchmark Replacement.

(i) With respect to any Loans

denominated in any Approved Currency other than Canadian Dollars, notwithstanding anything to the contrary herein or in any other Loan

Document, if a Benchmark Transition Event or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date

have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with

clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will

replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark

settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y)

if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such

Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document

in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of

such Benchmark Replacement is provided to the Lenders of the applicable Class without any amendment to, or further action or consent of

any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written

notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of such Class. If the Benchmark Replacement

is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

(ii) With respect to any

Loans denominated in Canadian Dollars:

(A) On May 16, 2022 Refinitiv

Benchmark Services (UK) Limited (“RBSL”), the administrator of CDOR, announced in a public statement that the calculation

and publication of all tenors of CDOR will permanently cease immediately following a final publication on Friday, June 28, 2024. On the

date that all Available Tenors of CDOR have either permanently or indefinitely ceased to be provided by RBSL (the “CDOR Cessation

Date”), if the then-current Benchmark is CDOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder

and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment

to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily

Compounded CORRA, all interest payments will be payable on a quarterly basis.

(B) Upon the occurrence of

a Benchmark Transition Event with respect to any Loans denominated in Canadian Dollars, the applicable Benchmark Replacement will replace

the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00

p.m. (Toronto time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders of

the applicable Class without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document

so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders

comprising the Required Lenders of such Class. At any time that the administrator of the then-current Benchmark has permanently or indefinitely

ceased to provide such Benchmark or such Benchmark has been announced by the administrator or the regulatory supervisor for the administrator

of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and

economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke

any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by

reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has

replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing

of or conversion to Base Rate Loans.

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to the contrary herein or in any Loan Document and subject to the proviso below in this clause, if a Term CORRA Transition Event and its

related Term CORRA Transition Date have occurred, then on and after such Term CORRA Transition Date (i) the Benchmark Replacement described

in clause (a)(y)(A) of such definition will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in

respect of any setting of such Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent

of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term CORRA Transition Date bearing

interest based on the then-current Benchmark shall convert, on the last day of the then-current interest payment period, into a Loan bearing

interest at the Benchmark Replacement described in clause (a)(y)(A) of such definition for the respective Available Tenor as selected

by the Borrower as is available for the then-current Benchmark; provided that, this clause (C) shall not be effective unless the Administrative

Agent has delivered to the Lenders of the applicable Class and the Borrower a Term CORRA Notice, and so long as the Administrative Agent

has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term CORRA Notice, written notice

of objection to such conversion to Term CORRA from Lenders comprising the Required Lenders of such Class or the Borrower.

(iii) No Secured Hedge Agreement

shall constitute a “Loan Document” for purposes of this Section 3.09.

(a) Benchmark Replacement

Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative

Agent and the Parent Borrower will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary

herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action

or consent of any other party to this Agreement or any other Loan Document (other than the Parent Borrower).

(b) Notices; Standards

for Decisions and Determinations. The Administrative Agent will promptly notify the Parent Borrower and the Lenders of (i) the occurrence

of an Other Benchmark Election and its related Benchmark Replacement Date, (ii) any occurrence of a Term CORRA Transition Event, (iii)

the implementation of any Benchmark Replacement and (iii) the effectiveness of any Conforming Changes in connection with the use, administration,

adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Parent Borrower of (x) the removal or

reinstatement of any tenor of a Benchmark pursuant to Section 3.09(d) and (y) the commencement of any Benchmark Unavailability Period.

Any determination, decision or election that may be made by the Administrative Agent or the Lenders pursuant to this Section 3.09, including

any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date

and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and

may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except,

in each case, as expressly required pursuant to this Section 3.09.

Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection

with the implementation of a Benchmark Replacement), (i) if any then-current Benchmark with respect to any Term Benchmark Loan or Term

Benchmark Borrowing is a Term Benchmark Rate (including the Term SOFR Reference Rate, EURIBOR, the CDOR Rate or Term CORRA) and either

(A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time

as selected by the Administrative Agent in its reasonable discretion (in consultation with the Borrower) or (B) the regulatory supervisor

for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such

Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period”

(or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative

tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information

service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not

or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition

of “Interest Period” (or any similar or analogous definition) for all Benchmark settings with respect to such Loans or Borrowing,

at or after such time to reinstate such previously removed tenor.

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(d) Benchmark Unavailability

Period. Upon the Parent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to

the rate applicable to such Loan, (i) the Borrowers may revoke any pending request for a Term Benchmark or RFR Borrowing of, conversion

to or continuation of Term Benchmark Loans or RFR Loans, as applicable, or a Term Benchmark or RFR Borrowing of, conversion to or continuation

of Term Benchmark Loans or RFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated

Dollars in the applicable Alternative Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing,

if applicable, the Borrowers will be deemed to have converted any such request into a request for a Base Rate Borrowing or conversion

to Base Rate Loans in the amount specified therein and (B) in the case of any request for any affected Term Benchmark Borrowing or RFR

Borrowing, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding

affected SOFR Loans, if applicable, will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period

and (B) any outstanding affected Term Benchmark Loans or RFR Loans, in each case, denominated in an Alternative Currency, at the Borrowers’

election, shall either (I) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such

Alternative Currency) immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period or (II) be prepaid

in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period; provided that, with respect

to any Term Benchmark Loan, if no election is made by the Borrowers by the earlier of (x) the date that is three (3) Business Days after

receipt by the Parent Borrower of such notice and (y) the last day of the current Interest Period for the applicable Term Benchmark Loan,

the Borrowers shall be deemed to have elected clause (I) above provided, further that, with respect to any RFR Loan, if no election is

made by the Borrowers by the date that is three (3) Business Days after receipt by the Parent Borrower of such notice, the Borrowers shall

be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the

amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04. During a Benchmark Unavailability

Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component

of Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such

Benchmark, as applicable, will not be used in any determination of Base Rate.

(e) Prior to implementing

a Benchmark Replacement and/or any Conforming Changes, the Administrative Agent and the Parent Borrower shall use commercially reasonable

efforts (exercised in good faith) to implement such Benchmark Replacement and/or any Conforming Changes in a manner that is intended to

comply with the terms of United States Treasury Regulation Section 1.1001-6 (or any successor or similar Treasury Regulations) such that

the Benchmark Replacement and/or Conforming Changes do not constitute a “significant modification” for purposes of United

States Treasury Regulation Section 1.1001-3 (including, but not limited to, using commercially reasonable efforts to implement a Benchmark

Replacement that is a “qualified rate”, as defined in the United States Treasury Regulation Section 1.1001-6).

ARTICLE IV

Conditions Precedent to Credit Extensions

SECTION 4.01 Conditions

to Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to the satisfaction

(or waiver in accordance with Section 10.01 and the paragraph immediately succeeding Section 4.01(h)) of the following conditions

precedent:

(a) The Administrative Agent’s

receipt of the following, each of which shall be originals, facsimiles or other electronic copies (in each case, followed promptly by

originals if requested) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in

form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:

(i) executed counterparts

of this Agreement, the ABL Intercreditor Agreement, the Guaranty, the Security Agreement (and intellectual property security agreements

required thereunder), and each of the other Loan Documents to be entered into on the Closing Date and prior to any such initial Credit

Extension, in any case, subject to the provisions of this Section 4.01 and together with (except as provided in the Collateral

Documents and/or the provisions of this Section 4.01):

(A) subject to the ABL Intercreditor

Agreement, certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank

and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and

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(B) evidence that all other

actions, recordings and filings (UCC financing statements (excluding for the avoidance of doubt, local fixture filings in respect of the

Billboard Collateral) and intellectual property security agreements) that the Administrative Agent or Collateral Agent may deem reasonably

necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for;

(ii) a Note executed by the

Borrowers in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date;

(iii) such certificates (including

a certificate substantially in the form of Exhibit L), copies of Organization Documents of the Loan Parties, resolutions or other

action and incumbency certificates of Responsible Officers of each Loan Party, evidencing the identity, authority and capacity of each

Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents

to which such Loan Party is a party or is to be a party on the Closing Date;

(iv) an opinion from (a)

Kirkland & Ellis LLP, in its capacity as special New York and Illinois counsel to the Loan Parties, and (b) Holland & Knight,

in its capacity as special Florida counsel to the Loan Parties, in each case addressed to the Administrative Agent, the Collateral Agent

and each Lender;

(v) a certificate attesting

to the Solvency of the Parent Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions,

from the Parent Borrower’s chief financial officer or other officer with equivalent duties;

(vi) a Committed Loan Notice

or Letter of Credit Application (if any), as applicable, relating to the initial Credit Extension and an associated letter of direction;

(vii) copies of recent customary

state level UCC lien, tax and judgment searches prior to the Closing Date with respect to the Loan Parties located in the United States;

(viii) if available in the

relevant jurisdiction, good standing certificates or certificates of status, as applicable and bring down telegrams or facsimiles, for

each Loan Party; and

(ix) an initial Borrowing

Base Certificate dated as of the Closing Date.

(b) All fees and expenses

required to be paid on the Closing Date hereunder or pursuant to any agreement in writing entered into by the Parent Borrower, as applicable,

to the extent, with respect to expenses, invoiced at least three (3) Business Days prior to the Closing Date, shall have been paid in

full in cash or will be paid on the Closing Date out of the initial Credit Extension of Loans.

simultaneously with such initial Credit Extension of Loans, the Refinancing shall have been consummated.

(d) The Lead Arrangers shall

have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements.

(e) The Administrative Agent

and the Lenders shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information

about the Loan Parties as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative

Agent or such Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer”

and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.

(f) Since December 31, 2018,

there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have

a Material Adverse Effect.

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(g) Each of the conditions

set forth in Section 4.02 are satisfied.

(h) The Administrative Agent

shall have received a certificate, dated as of the Closing Date, of a Responsible Officer of the Parent Borrower, confirming compliance

with the conditions set forth in Section 4.01(f) and (g) and Section 4.02.

The making of the initial

Credit Extensions by the applicable Lenders hereunder shall conclusively be deemed to constitute an acknowledgement by the Administrative

Agent and each such Lender that each of the conditions precedent set forth in this Section 4.01 shall have been satisfied in accordance

with its respective terms or shall have been irrevocably waived by such Person.

SECTION 4.02 Conditions

to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension under the Revolving Credit Facility

and any requests for Incremental Revolving Credit Commitments which are established, but not drawn on the date of the effectiveness of

such facility (other than (x) a Committed Loan Notice requesting only a conversion of Loans to another Type, or a continuation of Term

Benchmark Loans or (y) a Credit Extension under any Incremental Facility that is a FILO Tranche in connection with a Permitted Acquisition

or other Investment, which are subject to the LCT Provisions) is subject to the following conditions precedent:

(a) The representations and

warranties of each Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct

in all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representations

and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date;

provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse

Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such

respective dates.

(b) No Default shall exist,

or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

and, if applicable, the relevant L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d) After giving effect to

such proposed Credit Extension and the use of proceeds thereof, the Availability Conditions shall be satisfied.

Each Request for Credit Extension

(other than (i) a Committed Loan Notice requesting only a conversion of Loans to another Type or a continuation of Term Benchmark Loans

or (ii) a Credit Extension under any Incremental Facility that is a FILO Tranche in connection with a Permitted Acquisition or other Investment

which are subject to the LCT Provisions) submitted by the Parent Borrower shall be deemed to be a representation and warranty that the

applicable conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable

Credit Extension.

ARTICLE V

Representations and Warranties

Each Borrower represents

and warrants to the Agents and the Lenders that:

SECTION 5.01 Existence,

Qualification and Power; Compliance with Laws. Each Loan Party (a) is a Person duly incorporated, organized or formed, and validly

existing and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all

requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations

under the Loan Documents to which it is a party, (c) is duly qualified and, where applicable, in good standing under the Laws of each

jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is

in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents

and approvals to operate its business as currently conducted; except in each case referred to in clause (a) (other than with respect

to the Borrowers), (b)(i), (c), (d) or (e), to the extent that failure to do so would not, individually or

in the aggregate, reasonably be expected to have a Material Adverse Effect.

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SECTION 5.02 Authorization;

No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party,

and the consummation of the Transactions, (a) have been duly authorized by all necessary corporate or other organizational action and

(b) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in

any breach or contravention of, or require any payment to be made under (A) any Contractual Obligation to which such Person is a party

or affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any material order, injunction, writ or decree

of any Governmental Authority or any arbitral award to which such Person or its property is subject, (iii) result in the creation of any

Lien (other than under the Loan Documents and Liens subject to an Acceptable Intercreditor Agreement) or (iv) violate any material Law;

except (in the case of clauses (b)(ii) and (b)(iv)), to the extent that such conflict, breach, contravention, payment or

violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 5.03 Governmental

Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any

Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by,

or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b)

the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the

Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent, the Collateral

Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents,

except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii)

the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made

and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings,

the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

SECTION 5.04 Binding Effect.

This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement

and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party

that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general

principles of equity.

SECTION 5.05 Financial

Statements; No Material Adverse Effect.

(a) The Audited Financial

Statements, the Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Parent

Borrower and its Restricted Subsidiaries as of the dates thereof, and its results of operations for the period covered thereby in accordance

with GAAP consistently applied throughout the periods covered thereby, except as otherwise disclosed to the Administrative Agent prior

to the Closing Date.

(b) Since the Closing Date,

there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have

a Material Adverse Effect.

Each Lender and the Administrative

Agent hereby acknowledges and agrees that the Parent Borrower and its Subsidiaries may be required to restate historical financial statements

as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will

not result in a Default under the Loan Documents.

SECTION 5.06 Litigation.

Except as set forth on Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge

of the Borrowers, threatened in writing or contemplated, at law, in equity, in arbitration or by or before any Governmental Authority,

by or against the Parent Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that either individually

or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

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SECTION 5.07 Ownership

of Property; Liens. (a) Each Loan Party and each of its Subsidiaries has good and valid title to, or valid leasehold interests in,

or easements or other limited property interests in, all property necessary in the ordinary conduct of its business, free and clear of

all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such

assets for their intended purposes, Permitted Liens and any Liens and privileges arising mandatorily by Law and, in each case, except

where the failure to have such title or other interest would not reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect.

(b) On the Closing Date,

the Borrower is in compliance with the insurance procedures and policies in Section 6.06 hereof, except where the failure to so

be in compliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

there are no Material Real Properties other than those listed on Schedule 5.07(b) hereof.

SECTION 5.08 Environmental

Compliance. Except as set forth on Schedule 5.08 or as would not reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect:

(a) there are no pending

or, to the knowledge of the Borrowers, threatened claims, actions, suits, notices of violation, notices of potential responsibility or

proceedings by or against any Loan Party or any of their respective Restricted Subsidiaries alleging potential liability under, or responsibility

for violation of, any Environmental Law.

(b) there has been no Release

of Hazardous Materials at, on, under or from any property currently or formerly owned, leased or operated by any Loan Party or their respective

Restricted Subsidiaries which would reasonably be expected to give rise to liability under Environmental Laws;

of their respective Restricted Subsidiaries is currently undertaking, either individually or together with other persons, any investigation

or response action relating to any actual or threatened Release of Hazardous Materials at any location pursuant to the order of any Governmental

Authority or the requirements of any Environmental Law;

(d) all Hazardous Materials

transported by or on behalf of any Loan Party or any of their respective Restricted Subsidiaries from any property currently or formerly

owned, leased or operated by any Loan Party or any of their respective Restricted Subsidiaries for off-site disposal have been disposed

of in compliance with any Environmental Laws; and

(e) the Loan Parties and

their respective Restricted Subsidiaries and their respective businesses, operations and properties are and have been in compliance with

all Environmental Laws and have obtained, maintained and are in compliance with all permits, licenses or approvals required under Environmental

Laws for their operations.

SECTION 5.09 Taxes.

The Parent Borrower and each of its Restricted Subsidiaries has timely filed all federal, provincial, state, municipal, non-U.S. and other

Tax returns and reports required to be filed, and have timely paid all federal, provincial, state, municipal, non-U.S. and other Taxes

levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) those Taxes that are being contested

in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP

or IFRS, as applicable, or (b) failures to file or pay as would not, either individually or in the aggregate, reasonably be expected to

result in a Material Adverse Effect. There are no Tax audits, deficiencies, assessments or other claims with respect to the Parent Borrower

or any of its Restricted Subsidiaries that would, either individually or in the aggregate, reasonably be expected to result in a Material

Adverse Effect.

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SECTION 5.10 Compliance

with ERISA.

(a) Except as would not,

either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan and Foreign Plan is

in compliance with the applicable provisions of ERISA, the Code and other federal or state Laws and applicable foreign laws, respectively.

(b) (i) No ERISA Event or

similar event with respect to a Foreign Plan has occurred or is reasonably expected to occur; (ii) neither any Loan Party nor any ERISA

Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under

Section 4219 of ERISA, would result in such liability) under Section 4201 et seq. of ERISA with respect to a Multiemployer Plan;

and (iii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that would be subject to Section 4069 or 4212(c)

of ERISA, except, with respect to each of the foregoing clauses of this Section 5.10(b), as would not reasonably be expected, individually

or in the aggregate, to result in a Material Adverse Effect.

and warrants as of the Closing Date that it is not and will not be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan

or account subject to Section 4975 of the Code; or (3) an entity deemed to hold “plan assets” of any such plans or accounts

for purposes of ERISA or the Code.

SECTION 5.11 Subsidiaries;

Equity Interests. As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those

specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries

have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on

the Closing Date, all Equity Interests owned directly or indirectly by the Borrowers or any other Loan Party are owned free and clear

of all Liens except for Permitted Liens. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization

or incorporation of each Subsidiary of a Loan Party, (b) sets forth the ownership interest of the Borrowers and any of the Loan Parties

in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which

are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

SECTION 5.12 Margin Regulations;

Investment Company Act.

(a) No Loan Party is engaged

nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within

the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds

of any Borrowings and no Letter of Credit will be used for any purpose that violates Regulation U or Regulation X of the FRB.

(b) None of the Loan Parties

is or is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

SECTION 5.13 Disclosure.

On the Closing Date, no report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party

to any Agent, any Lead Arranger or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement

or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole

contains when furnished any material misstatement of fact or omits to state any material fact necessary to make the statements therein,

in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected

financial information, the Parent Borrower represents only that such information was prepared in good faith based upon assumptions believed

to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances

may be material.

SECTION 5.14 Intellectual

Property; Licenses, Etc. Each of the Loan Parties and the other Restricted Subsidiaries own, license or possess the right to use,

all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, software, know-how database

rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are used in or reasonably

necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrowers , without violation

of the rights of any Person, except to the extent such failures to own, license or possess or violations, either individually or in the

aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any such IP Rights is

pending or, to the knowledge of the Borrowers, threatened against any Loan Party or its Subsidiary, which, either individually or in the

aggregate, would reasonably be expected to have a Material Adverse Effect.

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SECTION 5.15 Solvency.

On the Closing Date, after giving effect to the Transactions occurring on or prior to the Closing Date, the Parent Borrower and its Subsidiaries,

on a consolidated basis, are Solvent. For the purposes hereof, the amount of any contingent liability at any time shall be computed as

the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected

to become an actual or matured liability.

SECTION 5.16 Collateral

Documents. The Collateral Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties

legal, valid and enforceable Liens on and security interests in, the Collateral described therein and to the extent intended to be created

thereby, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity, and (i) when all appropriate

filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall

be made to the extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Collateral Agent of

such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control

shall be given to the Collateral Agent to the extent required by any Collateral Document), the Liens created by such Collateral Documents

will constitute so far as possible under relevant Law fully perfected Liens on, and security interests in, all right, title and interest

of the Loan Parties in such Collateral, with the priority set forth in the applicable intercreditor agreement, in each case subject to

no Liens other than Permitted Liens.

SECTION 5.17 Use of Proceeds.

The proceeds of the Revolving Credit Loans and Letters of Credit shall be used in a manner consistent with the uses set forth in the Preliminary

Statements to this Agreement.

SECTION 5.18 Patriot Act.

(i) Neither the Parent Borrower nor any other Loan Party is in material violation of any applicable laws relating to terrorism or money

laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001 and the USA PATRIOT Act. (ii) The

use of proceeds of the Loans and Letters of Credit will not violate in any material respect the Trading with the Enemy Act, as amended

or any of the foreign asset control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V).

SECTION 5.19 Sanctioned

Persons. None of the Parent Borrower, its Restricted Subsidiaries, or, any director, officer, or employee, or, to the knowledge of

the Borrowers, any agent or affiliate of the Borrowers or any of its Restricted Subsidiaries is a person that is, or is 50% or more owned

by one or more persons that are, (i) currently the target of any economic sanctions administered by the Office of Foreign Assets Control

(“OFAC”) of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the

European Union or any member state thereof, or His Majesty’s Treasury, the government of Canada or any other relevant sanctions

authority (collectively, “Sanctions”) or (ii) located, organized, or resident in a country or territory that is, or

whose government is, the target of comprehensive Sanctions (currently, Cuba, Iran, North Korea, Syria,

and the Crimea, so-called Luhansk People’s Republic, so-called Donetsk People’s Republic and non-government controlled areas

of the Kherson and Zaporizhzhia regions of Ukraine). The Borrowers will not, directly or, to the knowledge of the Borrowers, indirectly,

use the proceeds of the Loans or Letters of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary,

joint venture partner or other Person, (i) to fund any activities or business of or with any Person that is the subject of Sanctions

or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of comprehensive Sanctions,

or (ii) in any other manner that would result in a violation of Sanctions by any person.

SECTION 5.20 FCPA.

No part of the proceeds of the Loans or Letters of Credit will be used, directly or, to the knowledge of the Borrowers, indirectly, for

any payments to any governmental official or employee, political party, official of a political party, candidate for political office,

or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation

of the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), or any other similar applicable anti-corruption

law (collectively, the “Anti-Corruption Laws”). The Parent Borrower and its Restricted Subsidiaries have conducted

their businesses in compliance with Anti-Corruption Laws and have instituted and maintained policies and procedures designed to promote

and achieve compliance with such laws.

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SECTION 5.21 Borrowing

Base Certificate. The information set forth in each Borrowing Base Certificate is true and correct in all material respects as of

the relevant date of delivery thereof and has been prepared in all material respects in accordance with the requirements of this Agreement.

The Eligible Accounts that are identified by the Parent Borrower in each Borrowing Base Certificate submitted to the Administrative Agent,

at the time of submission, comply in all material respects with the criteria set forth in the definition of Eligible Accounts.

SECTION

5.22 Beneficial Ownership Certification. As of the Third Amendment Effective Date, the information included in the Beneficial Ownership

Certification delivered is true and correct in all respects.

Affirmative Covenants

So long as any Lender shall

have any Commitment hereunder, any Loan or other Loan Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied,

or any Letter of Credit shall remain outstanding (other than Letters of Credit that have been Cash Collateralized or Backstopped or as

to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer have been made), the Parent

Borrower shall, and shall (except in the case of the covenants set forth in Section 6.01, Section 6.02 and Section 6.03)

cause each Restricted Subsidiary to:

SECTION 6.01 Financial

Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) within ninety (90) days

after the end of each fiscal year of the Parent Borrower ending after the Closing Date, a consolidated balance sheet of the Parent Borrower

as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash

flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year and including a customary

management discussion and analysis of the financial condition and results, all in reasonable detail and prepared in accordance with GAAP,

audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing,

which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going

concern” qualification (other than an emphasis of matter or explanatory or like paragraph) (other than (x) with respect to, or resulting

from, a current debt maturity and/or (y) any potential default or event of default of any financial covenant under this Agreement and/or

any other Indebtedness;

(b) within forty-five (45)

days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Parent Borrower beginning with the first

fiscal quarter ending after the Closing Date, a consolidated balance sheet of the Parent Borrower as at the end of such fiscal quarter,

and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then

ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative

form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal

year and including a customary management discussion and analysis of the Borrower and its Subsidiaries, all in reasonable detail and certified

by a Responsible Officer of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations,

stockholders’ equity and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP, subject to normal year-end

adjustments and the absence of footnotes; and

delivery of each set of consolidated financial statements referred to in Section 6.01(a) and (b) above, the Parent Borrower

shall provide the related unaudited consolidating financial information in reasonable detail necessary to eliminate the accounts of any

parent entity or Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Notwithstanding the foregoing,

the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information

of the Parent Borrower by furnishing the Parent Borrower’s or a parent entity’s Form 10-K or 10-Q, as applicable, filed with

the SEC; provided that to the extent such information is in lieu of information required to be provided under Section 6.01(a),

such materials are accompanied by a report and opinion an independent registered public accounting firm of nationally recognized standing,

which statements, report and opinion may be subject to the same exceptions and qualifications as contemplated in Section 6.01(a)

(including the proviso thereto).

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SECTION 6.02 Certificates;

Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) no later than five (5)

days after the required deadline for delivery of the financial statements referred to in Section 6.01(a) and (b), a duly

completed Compliance Certificate signed by a Responsible Officer of the Parent Borrower (which shall include a reasonably detailed calculation

of the Fixed Charge Coverage Ratio to the extent a Covenant Trigger Period is continuing);

(b) promptly after the same

are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Parent Borrower

files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement

(to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and,

if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent

pursuant hereto;

of the financial statements pursuant to Section 6.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i)

a list of Subsidiaries that identifies each Subsidiary as a Material Subsidiary or an Immaterial Subsidiary for the Test Period covered

by such Compliance Certificate or a confirmation that there is no change for such period in such information since the later of the Closing

Date or the date of the last such list and (ii) such other information required by the Compliance Certificate; and

(d) promptly, such additional

information regarding the business, legal, financial or corporate affairs of any Loan Party or any Material Subsidiary, or compliance

with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time

reasonably request; provided that, notwithstanding anything to the contrary in this Section 6.02(d), none of the Parent

Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information

or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure

to the Administrative Agent or any Lender (or their respective representatives or contractors) would be in breach of any confidentiality

obligations, fiduciary duty or Law or (z) that is subject to attorney client or similar privilege or constitutes attorney work product;

provided further that, in the event that the Parent Borrower does not provide information in reliance on the exclusions in this

sentence, it shall use its commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way

that would not violate such restrictions.

Documents required to be

delivered pursuant to Section 6.01(a) and (b) or Section 6.02(a) may be delivered (1) electronically or (2) to the

extent that such are publicly available via EDGAR or another publicly available reporting system, by the Parent Borrower advising the

Administrative Agent of the filing thereof, and if so delivered pursuant to clause (1), shall be deemed to have been delivered

on the date (i) on which the Parent Borrower posts such documents, or provides a link thereto on the Parent Borrower’s website on

the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Parent Borrower’s

behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether

a commercial, third-party website or whether sponsored by the Administrative Agent) or pursuant to clause (2), shall be deemed

to have been delivered on the date the Parent Borrower advises the Administrative Agent of the filing thereof; provided that with

respect to clause (1): (i) upon written request by the Administrative Agent, the Parent Borrower shall deliver paper copies of

such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies

is given by the Administrative Agent and (ii) the Parent Borrower shall notify (which may be by facsimile or electronic mail) the Administrative

Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e.,

soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies

of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent Borrower with any

such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting

delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

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The Parent Borrower hereby

acknowledges that (A) the Administrative Agent will make available to the Lenders and the L/C Issuers materials and/or information provided

by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials

on SyndTrak, IntraLinks or another similar electronic system (the “Platform”) and (B) certain of the Lenders (“Public

Lenders”) may be “Public-Side” Lenders (i.e., Lenders that (or have personnel that) do not wish to receive material

non-public information with respect to the Parent Borrower or its Subsidiaries, or the respective securities of any of the foregoing,

and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Parent Borrower

hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked

“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof;

(x) by marking Borrower Materials “PUBLIC,” the Parent Borrower shall be deemed to have authorized the Administrative Agent

and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Parent Borrower

or its securities for purposes of United States federal and state securities laws; (y) all Borrower Materials marked “PUBLIC”

are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative

Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on

a portion of the Platform not designated “Public Side Information.” The Parent Borrower agrees that any financial statements

delivered pursuant to Section 6.01(a) and 6.01(b) and Compliance Certificate delivered under Section 6.02(a) will

be deemed to be “PUBLIC” Borrower Materials and may be made available to Public Lenders. Notwithstanding the foregoing, the

Parent Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.

SECTION 6.03 Notices.

(a) Promptly after a Responsible

Officer obtains actual knowledge thereof, notify the Administrative Agent for prompt further distribution to each Lender:

(i) of the occurrence of

any Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrowers propose to take

with respect thereto;

(ii) of any litigation or

governmental proceeding (including, without limitation, pursuant to any Environmental Laws) pending against the Parent Borrower or any

of the Subsidiaries that would result in a Material Adverse Effect;

(iii) of the occurrence of

any ERISA Event or similar event with respect to a Foreign Plan that would result in a Material Adverse Effect; and

(iv) of any other event that

would have a Material Adverse Effect.

(b) [Reserved].

SECTION 6.04 Maintenance

of Existence. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of

its organization or incorporation and (b) take all reasonable action to maintain all rights, privileges (including its good standing),

permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) in each case of clauses (a)

(other than with respect to the Borrowers) and (b), to the extent that failure to do so would not reasonably be expected to have

a Material Adverse Effect or (ii) in each case, pursuant to a transaction permitted by Section 7.04 or Section 7.05.

SECTION 6.05 Maintenance

of Properties. Except if the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business

in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary

renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent

industry practice.

SECTION 6.06 Maintenance

of Insurance.

(a) Maintain with financially

sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily

insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance

reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Parent Borrower and its Restricted

Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

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(b) With respect to Loan

Parties organized in the United States, (i) such Loan Parties shall use commercially reasonable efforts to procure that such insurance

shall provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least

10 days (or, to the extent reasonably available, 30 days) after receipt by the Collateral Agent of written notice thereof (the Parent

Borrower shall deliver a copy of the policy (and to the extent any such policy is cancelled or renewed, a renewal or replacement policy)

or other evidence thereof to the Administrative Agent and the Collateral Agent, or insurance certificate with respect thereto) and (ii)

such insurance shall name the Collateral Agent as lender loss payee (in the case of property insurance) or additional insured on behalf

of the Secured Parties (in the case of liability insurance), as applicable.

SECTION 6.07 Compliance

with Laws. (i) Comply in all material respects with the requirements of the Anti-Corruption Laws and Sanctions and (ii) comply in

all respects with all Laws and all orders, writs, injunctions, decrees and judgments applicable to it or to its business or property (including

without limitation, Environmental Laws, and ERISA), except as to clause (ii) if the failure to comply therewith would not, individually

or in the aggregate reasonably be expected to have a Material Adverse Effect.

SECTION 6.08 Books and

Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and

are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets

and business of the Parent Borrower or such Subsidiary, as the case may be; it being agreed that the Parent Borrower and its Restricted

Subsidiaries shall only be required to provide such books of record and account in accordance with and to the extent required by the standards

set forth in Section 6.09.

SECTION 6.09 Inspection

Rights.

(a) With respect to any Loan

Party, permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties and to

discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable

expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable

advance notice to the Parent Borrower; provided that, excluding any such visits and inspections as contemplated by the next proviso,

the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section

6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any 12-month period absent the

existence of a Specified ABL Event of Default, and only one such inspection shall be at the Borrowers’ sole expense; provided,

further, that to the extent any Specified ABL Event of Default is continuing, the Administrative Agent or any Lender (or any of

their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during

normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrowers the opportunity

to participate in any discussions with the Borrowers’ independent public accountants.

(b) At reasonable times during

normal business hours, with reasonable coordination and upon reasonable prior notice that the Administrative Agent requests, independently

of or in connection with the visits and inspections provided for in clause (a) above, the Loan Parties will grant access to the Administrative

Agent (including employees of Administrative Agent or any consultants, examiners, accountants or appraisers retained by the Administrative

Agent) to such Person’s books, records, accounts so that the Administrative Agent or an appraiser, examiner or consultant retained

by the Administrative Agent may conduct a field exam subject to the terms and conditions set forth below in this clause (b). From time

to time the Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations

as the Administrative Agent may deem necessary; provided that, Administrative Agent (i) shall be permitted to conduct (x) one field

examination with respect to the Collateral in each fiscal year of the Loan Parties, (y) one additional field examination with respect

to the Collateral in any fiscal year of the Loan Parties during the continuance of an Increased Reporting Event, and (ii) may conduct

such other field examinations at any time upon the occurrence and during the continuance of a Specified ABL Event of Default. All such

field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties, and the Administrative Agent

shall provide the Borrowers with a reasonably detailed accounting of all such expenses. If the Administrative Agent elects to retain any

appraiser, examiner or consultant, other than (i) the Administrative Agent’s internal auditors or (ii) any appraiser, examiner or

consultant identified in writing by the Administrative Agent to the Borrowers on or prior to the Closing Date, the selection of such appraiser,

examiner or consultant is subject to the reasonable consent of the Parent Borrower (not to be unreasonably withheld, conditioned or delayed).

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to the contrary in this Section 6.09, none of the Parent Borrower nor any Restricted Subsidiary will be required to disclose or

permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or

non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective

representatives or contractors) would be in breach of any confidentiality obligations, fiduciary duty or Law or (iii) that is subject

to attorney client or similar privilege or constitutes attorney work product; provided that in the event that the Parent Borrower

does not provide information in reliance on the exclusions in this sentence, it shall use its commercially reasonable efforts to communicate,

to the extent permitted, the applicable information in a way that would not violate such restrictions.

SECTION 6.10 Covenant

to Guarantee Obligations and Give Security. At the Borrowers’ expense, take all action necessary or reasonably requested by

the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

(a) (x) Upon (A) the formation

or acquisition of any new direct or indirect Wholly-Owned Subsidiary (in each case, other than an Excluded Subsidiary) by any Loan Party,

(B) the designation in accordance with Section 6.13 of any existing direct or indirect Wholly-Owned Subsidiary as a Restricted

Subsidiary, (C) any Excluded Subsidiary ceasing to be an Excluded Subsidiary or (D) the designation by the Parent Borrower, at its election,

of any Excluded Subsidiary as a Subsidiary Guarantor, the Parent Borrower shall cause such Person to become, at its election, either a

Subsidiary Guarantor or a Subsidiary Borrower (each such Person, an “Additional Loan Party”); provided that

the Parent Borrower may elect in its discretion to cause any Additional Loan Party to become a Subsidiary Guarantor or a Subsidiary Borrower,

subject to the other limitations set forth in this Section 6.10, and comply with the requirements in this Section 6.10(a) and (y) upon

any Restricted Subsidiary that is not a Loan Party merging or amalgamating with a Loan Party in accordance with the proviso in Section

7.04(a), the Parent Borrower shall cause such Loan Party to comply with the requirements in this Section 6.10(a) applicable to Additional

Loan Parties, in the case of clauses (x) and (y), within sixty (60) days after such formation, acquisition, designation or occurrence

or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion:

(i) cause each such Additional

Loan Party to furnish to the Administrative Agent a description of the Material Real Properties that are not Excluded Property owned by

such Restricted Subsidiary in detail reasonably satisfactory to the Administrative Agent;

(ii) cause each such Additional

Loan Party to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, pledges, guarantees,

assignments, Security Agreement Supplements and other security agreements and documents or joinders or supplements thereto (including

without limitation, with respect to Mortgages, the documents listed in paragraph (f) of the definition of “Collateral and

Guarantee Requirement”), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent

and the Collateral Agent (consistent with the Mortgages, Security Agreement and other Collateral Documents in effect on the Closing Date

or required, as of the Closing Date to be delivered in accordance with Section 6.12), in each case granting Liens required by the

Collateral and Guarantee Requirement;

(iii) subject to the ABL

Intercreditor Agreement, cause each such Additional Loan Party to deliver any and all certificates representing Equity Interests (to the

extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock

powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the Indebtedness held

by such Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Collateral Agent;

(iv) take and cause such

Additional Loan Party and each direct or indirect parent of such Restricted Subsidiary to take whatever action (including the recording

of Mortgages, the filing of financing statements and intellectual property security agreements and delivery of stock and membership interest

certificates) may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative

of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement with the Lien

priority permitted under the Loan Documents, enforceable against all third parties in accordance with their terms, except as such enforceability

may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at

law); and

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(v) to the extent reasonably

requested by the Administrative Agent, cause each such Restricted Subsidiary to deliver customary board resolutions and officers certificates.

Notwithstanding the foregoing, (i) no Person other

than a Domestic Subsidiary that is a Restricted Subsidiary may be designated as a Subsidiary Borrower, (ii) the Borrower may designate

an existing Subsidiary Guarantor that is a Domestic Subsidiary as a Subsidiary Borrower, which will become effective upon (a) the satisfaction

of the requirements in clause (iv) of this paragraph and (b) such Person executing a joinder to this Agreement to become a “Subsidiary

Borrower” hereunder, (iii) solely in the case of any such designation of a non-U.S. Excluded Subsidiary as a Subsidiary Guarantor

(each, a “Non-U.S. Discretionary Guarantor”), the consent of the Administrative Agent shall be required prior to the

addition of any Non-U.S. Discretionary Guarantor, such consent not to be unreasonably withheld, delayed or conditioned (it being understood

that such consent may be withheld if the Administrative Agent reasonably determines that such Non-U.S. Discretionary Guarantor is organized

under the laws of a jurisdiction (x) where the amount and enforceability of the contemplated guarantee that may be entered into by a Person

organized in the relevant jurisdiction is materially and adversely limited by applicable law or contractual limitations, (y) where the

security interests (and the enforceability thereof) that may be granted with respect to assets (or various classes of assets) located

in the relevant jurisdiction are materially and adversely limited by applicable law or (z) that is not a member of the Organization for

Economic Cooperation and Development or is the target of any Sanctions; provided, that no such consent shall be required for the

addition of any Additional Loan Party organized under the laws of the United States, Canada, the United Kingdom, Ireland, the Netherlands

and Luxembourg as a Subsidiary Guarantor) and (iv) in the case of clauses (ii) and (iii) immediately above, the Administrative Agent shall

have received at least two Business Days prior to such Domestic Subsidiary becoming a Subsidiary Borrower or such Non-U.S. Discretionary

Guarantor becoming a Subsidiary Guarantor, as applicable, all documentation and other information in respect of such Non-U.S. Discretionary

Guarantor as has been reasonably requested by the Administrative Agent in writing that is required by regulatory authorities under applicable

“know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (and,

upon any request made by a Lender to the Administrative Agent, the Administrative Agent will provide the Lenders with all such information

made available to it in accordance with, and subject to, the provisions of this Agreement).

(b) Upon the acquisition

of any Material Real Property after the Closing Date that is not Excluded Property by any Loan Party, if such Material Real Property shall

not already be subject to a perfected Lien with the requisite priority (subject to Permitted Liens) under the Collateral Documents pursuant

to the Collateral and Guarantee Requirement and is required to be, the Parent Borrower shall within ninety (90) days after such the acquisition

of such Material Real Property (or such longer period as the Administrative Agent may agree in its reasonable discretion) provide the

Administrative Agent written notice thereof, and cause such real property to be subjected to a Lien to the extent required by the Collateral

and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested

by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred

to in paragraph (f) of the definition of “Collateral and Guarantee Requirement”; provided that the Parent Borrower

shall provide written notice to the Secured Parties that such Material Real Property shall become subject to a Lien at least 45 days prior

to the granting of the Lien over such Material Real Property. If any Lender determines, acting reasonably, that any applicable Law has

made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from a Lien

over real property pursuant to any Law of the United States or any State thereof, such Lender may notify the Administrative Agent and

disclaim any benefit of such Lien to the extent of such illegality; provided that, (x) such determination or disclaimer shall not

invalidate or render unenforceable such Lien for the benefit of any other Secured Party and (y) if any such determination or disclaimer

shall reduce any recovery, or deemed amount of recovery, from any such Lien, then notwithstanding any sharing of payment or similar provision

of this Agreement to the contrary, including any provision of Section 2.13 and/or Section 8.04, such reduction shall be

borne solely by the Lender or Lenders making such determination or disclaimer. As promptly as practicable after the request therefor by

the Collateral Agent and to the extent in the Borrowers’ possession, the Borrowers agree to deliver to the Collateral Agent with

respect to each Material Real Property that is not Excluded Property, any existing title reports, title insurance policies and surveys

or environmental assessment reports to the extent reasonably available.

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SECTION 6.11 Use of Proceeds.

Use the proceeds of any Credit Extension, whether directly or indirectly, in a manner consistent with the uses set forth in the Preliminary

Statements to this Agreement.

SECTION 6.12 Further Assurances

and Post-Closing Covenants.

(a) Promptly upon reasonable

request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution,

acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii)

do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates,

assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order

to carry out more effectively the purposes of this Agreement and the Collateral Documents.

(b) Within the time periods

specified on Schedule 6.12 hereto (as each may be extended by the Administrative Agent in its reasonable discretion), complete

such undertakings as are set forth on Schedule 6.12 hereto.

SECTION 6.13 Designation

of Subsidiaries.

(a) Subject to Section

6.13(b) below, the Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted

Subsidiary as a Restricted Subsidiary; provided that at no time may any Subsidiary be an Unrestricted Subsidiary hereunder if it

is a “restricted Subsidiary” (or term of similar import) for the purpose of the Term/Revolver Facility, the Senior Secured

Notes, the Stepped Up Notes or any Junior Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute

an Investment by the Parent Borrower therein at the date of designation in an amount equal to the fair market value of the Parent Borrower’s

investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time

of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

(b) The Parent Borrower may

not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted

Subsidiary, in each case unless (i) the Payment Conditions are satisfied at the time thereof and after giving effect thereto, (ii) no

Event of Default exists or would result therefrom and (iii) on or prior to the date of such designation, to the extent any such designation

would result in the loss of Eligible Accounts in excess of the lesser of (x) 10% of the Aggregate Revolving Credit Commitments and (y)

10% of the Borrowing Base at such time, the Parent Borrower shall deliver to the Administrative Agent an updated Borrowing Base Certificate

giving pro forma effect to such designation.

Notwithstanding the foregoing,

(x) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, on the date of and after giving effect to such designation,

such Unrestricted Subsidiary (or any Subsidiary thereof) would own (or hold an exclusive license with respect to) any Material Intellectual

Property (and no Material Intellectual Property may be transferred (including by way of an exclusive license) to an Unrestricted Subsidiary

unless such transfer is in connection with transition services agreements or non-exclusive licenses, in each case, in the ordinary course

of business and (y) no Unrestricted Subsidiary may, at any time, own (or hold an exclusive license with respect to) Material Intellectual

Property.

SECTION 6.14 Payment of

Taxes. The Parent Borrower will pay and discharge promptly, and will cause each of the Restricted Subsidiaries to pay and discharge,

all Taxes imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case on a timely basis, and all

lawful claims which, if unpaid, may reasonably be expected to become a lien or charge upon any properties of the Parent Borrower or any

of the Restricted Subsidiaries not otherwise permitted under this Agreement; provided that neither the Parent Borrower nor any

of the Restricted Subsidiaries shall be required to pay any such Tax or claim which is being contested in good faith and by proper proceedings

if it has maintained adequate reserves with respect thereto in accordance with GAAP or IFRS, as applicable, or which would not reasonably

be expected, individually or in the aggregate, to constitute a Material Adverse Effect.

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SECTION 6.15 [Reserved].

SECTION 6.16 Nature of

Business. The Parent Borrower and its Restricted Subsidiaries will engage only in material lines of business substantially similar

to those lines of business conducted by the Parent Borrower and its Restricted Subsidiaries on the Closing Date or any business reasonably

related, complementary, incidental or ancillary thereto.

SECTION 6.17 Fiscal Year.

The Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries (other than any Restricted Subsidiary acquired after

the Closing Date, and in such case only to the extent necessary to conform to the fiscal year of the Parent Borrower or a Restricted Subsidiary)

to, change its methodology of determining its fiscal year end from such methodology in effect on the Closing Date; provided that, the

Parent Borrower may, with the consent of the Administrative Agent, change its fiscal year-end to another date reasonably acceptable to

the Administrative Agent, in which case the Parent Borrower and the Administrative Agent will, and are hereby authorized by the Lenders

to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting, which adjustments

shall become effective when the Administrative Agent posts the amendment reflecting such changes to the Platform, and the Required Lenders

have not objected to such amendment within five (5) Business Days.

SECTION 6.18 Borrowing

Base Certificates. (i) On or prior to the 15th calendar day of each calendar month, beginning with the first calendar month ending

after the Closing Date (or if such day is not a Business Day, the next succeeding Business Day) and at such other times as the Administrative

Agent or the Required Lenders may reasonably require, the Parent Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate

(each a “Monthly Borrowing Base Certificate”) showing the Borrowing Base and the calculation of Excess Availability

and Specified Excess Availability as of the close of business on the last day of the immediately preceding calendar month, with each such

Monthly Borrowing Base Certificate to be certified as complete and correct in all material respects on behalf of the Parent Borrower by

a Responsible Officer of the Parent Borrower; (ii) at any time during the continuance of a Liquidity Condition, the Parent Borrower shall

deliver to the Administrative Agent a Borrowing Base Certificate (each a “Weekly Borrowing Base Certificate”) showing

the Parent Borrower’s reasonable estimate (which shall be based on the most current accounts receivable aging reasonably available

and shall be calculated in a consistent manner with the most recent Monthly Borrowing Base Certificates delivered pursuant to this Section)

of the Borrowing Base and the calculation of Excess Availability and Specified Excess Availability as of the close of business on the

last day of the immediately preceding calendar week, which, unless the Administrative Agent otherwise agrees, shall be furnished on Wednesday

of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day); (iii) on or prior to the date of the consummation

of any disposition of Eligible Accounts in excess of the lesser of (x) 10% of the Aggregate Revolving Credit Commitments and (y) 10% of

the Borrowing Base at such time, the Parent Borrower shall deliver to the Administrative Agent an updated Borrowing Base Certificate giving

pro forma effect to such disposition and (iv) in the event there is a material error or miscalculation in a Borrowing Base Certificate,

the Parent Borrower shall deliver to the Administrative Agent an updated Borrowing Base Certificate within three (3) Business Days after

receiving notification of such error or miscalculation from the Administrative Agent. In addition, the Parent Borrower shall deliver each

Borrowing Base Certificate required by Section 6.13(b).

SECTION 6.19 Cash Management

Systems. The Loan Parties will establish and maintain the cash management system described below:

(a) Schedule 6.19

sets forth all DDAs maintained by the Loan Parties as of the Closing Date, including all Dominion Accounts. Each Loan Party shall be the

sole account holder of each DDA (other than an Excluded Account) and shall not allow any other Person (other than the Administrative Agent,

the Collateral Agent or, subject to the ABL Intercreditor Agreement, any Fixed Assets Debt Agent (as defined in the ABL Intercreditor

Agreement)) to have control over or a Lien on a DDA (other than an Excluded Account) or any property deposited therein.

(b) (i) Within 90 days after

the Closing Date (or such later date as may be agreed to by the Administrative Agent in its Permitted Discretion), the Loan Parties shall

have delivered to the Administrative Agent an effective account control agreement or blocked account agreement (a “Deposit Account

Control Agreement”) for all of the DDAs of the Loan Parties (other than Excluded Accounts), in each case duly executed by each

applicable Loan Party and the applicable depositary bank in form and substance reasonably satisfactory to the Collateral Agent and (ii)

the applicable Loan Party shall enter into a Deposit Account Control Agreement with respect to any such DDA (other than an Excluded Account)

which is established or acquired (including, for the avoidance of doubt, pursuant to a Permitted Acquisition) after the Closing Date,

promptly and in any event within ninety (90) days upon such establishment or acquisition (or such later date as may be agreed to by the

Administrative Agent (such agreement not to be unreasonably withheld or delayed)).

agrees to promptly (and, with respect to account debtors as of the Closing Date, in any event within 90 days after the Closing Date) instruct

all account debtors that are not currently making payments directly to DDAs listed on Schedule 6.19 or otherwise subject to such

Deposit Account Control Agreements to make all future payments in respect of ABL Priority Collateral directly to the DDAs subject to such

Deposit Account Control Agreements. Upon the occurrence and during the continuation of a Cash Dominion Period (and following delivery

of notice of the commencement thereof from the Administrative Agent to the Parent Borrower and the account bank party to such instrument

or agreement), all funds and financial assets held in or credited to each DDA shall be swept into the Dominion Account on a daily basis

(or less frequently as agreed by the Administrative Agent) for application as set forth in Section 2.05(b)(iii).

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(d) So long as no Cash Dominion

Period is continuing, the Loan Parties may direct, and shall have control over, the manner of disposition of funds in the DDAs. The Administrative

Agent and the other Secured Parties hereby acknowledge and agree that, subject to Section 8.02, so long as no Cash Dominion Period

is continuing the Loan Parties shall have the right to withdraw all funds remaining on deposit in any Dominion Account and the Administrative

Agent shall no longer be permitted to direct any account bank under any Deposit Account Control Agreement to sweep funds into any Dominion

Account.

(e) The Loan Parties may

close DDAs and/or open new DDAs without the Administrative Agent’s consent, subject to the prompt execution and delivery to the

Administrative Agent of a Deposit Account Control Agreement to the extent required by, and within the time periods set forth in, the provisions

of this Section 6.19; provided that, in any event, the Parent Borrower shall furnish the Administrative Agent with prior

or contemporaneous notice of its opening or closing any DDA. The Loan Parties may open or close Excluded Accounts at any time, without

requirement of delivery of a Deposit Account Control Agreement without consent of the Administrative Agent. The Parent Borrower shall

furnish the Administrative Agent with prior written notice of its intention to open or close a Dominion Account and the Administrative

Agent shall promptly notify the Parent Borrower as to whether the Administrative Agent shall require a Deposit Account Control Agreement

with the Person with whom any such new account will be maintained.

(f) Any amounts received

in the Dominion Account (including all interest and other earnings with respect thereto, if any) at any time after the payment in full

of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted), Cash Collateralization

of all Letters of Credit and termination of the aggregate Revolving Credit Commitments hereunder and (ii) any amounts that continue to

be swept to the Dominion Accounts after no Cash Dominion Period exists, shall, in each case, be remitted to the operating account of the

Parent Borrower as specified by the Parent Borrower.

SECTION 6.20 Maintenance

of REIT Status. Following the REIT Election, the Borrower (or applicable parent entity) will, at all times, conduct its affairs in

a manner so as to continue to qualify as a REIT for U.S. federal income tax purposes until such time as the board of directors of the

Borrower (or applicable parent entity) deems it in the best interests of the Borrower and its stockholders not to remain qualified as

a REIT.

ARTICLE VII

Negative Covenants

So long as any Lender shall

have any Commitment hereunder, any Loan or other Loan Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied,

or any Letter of Credit shall remain outstanding (other than Letters of Credit that have been Cash Collateralized or Backstopped or as

to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer have been made), the Parent

Borrower shall not, nor shall it permit any of the Restricted Subsidiaries to:

SECTION 7.01 Liens.

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired,

other than the following:

(a) (i) Liens pursuant to

any Loan Document and (ii) Liens securing the Indebtedness permitted under Section 7.03(b)(i) or 7.03(b)(iii); provided

that, with respect to clause (ii), (x) the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party

to the ABL Intercreditor Agreement or other Acceptable Intercreditor Agreement and (y) the Liens on the ABL Priority Collateral securing

such Indebtedness shall rank junior to the Liens on the ABL Priority Collateral securing the Obligations;

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(b) Liens existing on the

date hereof securing Indebtedness or other obligations (x) with an individual value not in excess of $5,000,000 or (y) listed on Schedule

7.01(b) and in each case of the foregoing clauses (x) and (y), any modifications, replacements, refinancings, renewals

or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property

that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03,

and (B) proceeds and products thereof and (ii) the modification, replacement, renewal, extension or refinancing of the obligations secured

or benefited by such Liens (if such obligations constitute Indebtedness) is permitted by Section 7.03;

or governmental charges (i) which are not overdue for a period of more than thirty (30) days, (ii) which are being contested in good faith

and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable

Person to the extent required in accordance with GAAP or (iii) with respect to which the failure to make payment could not reasonably

be expected to have a Material Adverse Effect;

(d) statutory or common law

Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in

the ordinary course of business (i) which secure amounts not overdue for a period of more than sixty (60) days or if more than sixty (60)

days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien, (ii) which

are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained

on the books of the applicable Person to the extent required in accordance with GAAP or (iii) with respect to which the failure to make

payment could not reasonably be expected to have a Material Adverse Effect;

(e) (i) pledges, deposits

or Liens arising as a matter of law in the ordinary course of business in connection with workers’ compensation, payroll taxes,

unemployment insurance, general liability or property insurance and/or other social security legislation; and (ii) pledges and deposits

in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect

of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to

the Parent Borrower or any of its Restricted Subsidiaries;

(f) Liens to secure the performance

of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety,

stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and

environmental obligations), in each case incurred in the ordinary course of business and obligations in respect of letters of credit,

bank guarantee or similar instruments that have been posted to support the same;

(g) easements, rights-of-way,

restrictions, covenants, conditions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real

property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Parent Borrower

and its Restricted Subsidiaries, taken as a whole, and any exception on the Mortgage Policies issued in connection with the Mortgaged

Property;

(h) Liens securing judgments

for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) Liens securing Indebtedness

permitted under Section 7.03(f); provided that (i) such Liens attach concurrently with or within two hundred seventy (270)

days after the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii)

such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions

and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized

Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements

and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided that individual

financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender;

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(j) leases, licenses, subleases

or sublicenses, in each case in the ordinary course of business (and Liens on the property covered thereby), which do not (i) interfere

in any material respect with the business of the Parent Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) secure any

Indebtedness;

(k) Liens in favor of customs

and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in

the ordinary course of business;

(l) Liens (i) of a collection

bank (including those arising under Section 4-210 of the Uniform Commercial Code) on the items in the course of collection, (ii) in favor

of a banking or other financial institution or entities and/or electronic payment service providers arising as a matter of law encumbering

deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters

customary in the banking industry and (iii) arising by the terms of documents of banks or other financial institutions in relation to

the maintenance or administration of deposit accounts, securities accounts or cash management arrangements;

(m) Liens (i) on cash advances

or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02 to

be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any

such Investment or any Disposition permitted under Section 7.05 and (ii) consisting of an agreement to Dispose of any property

in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may

be, would have been permitted on the date of the creation of such Lien;

(n) [reserved];

(o) Liens existing on property

at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other

than by designation as a Restricted Subsidiary pursuant to Section 6.13), in each case after the date hereof; provided that

(i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does

not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property

subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations

are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that

such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition),

and (iii) any Indebtedness secured thereby is permitted under Section 7.03(f) and/or Section 7.03(r)(i);

(p) any interest or title

of a lessor or sublessor under leases or subleases entered into by the Parent Borrower or any of its Restricted Subsidiaries in the ordinary

course of business;

(q) Liens arising out of

conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Borrower or any of

its Restricted Subsidiaries in the ordinary course of business;

(r) Liens that are contractual

rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection

with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Parent Borrower or any of its Restricted

Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Borrower

or its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Borrower

or any of its Restricted Subsidiaries in the ordinary course of business;

(s) Liens arising from precautionary

Uniform Commercial Code financing statement filings or any equivalent filings in respect of any leases;

(t) Liens on insurance policies

and the proceeds thereof securing the financing of the premiums with respect thereto;

(u) any zoning or similar

law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property;

(v) Liens on specific items

of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit

issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;

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(w) the modification, replacement,

renewal or extension of any Lien permitted by clauses (b), (i) and (o) of this Section 7.01; provided

that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into

the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof;

and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;

(x) ground leases in respect

of real property on which facilities owned or leased by the Parent Borrower or any of its Restricted Subsidiaries are located;

(y) Liens (i) on property

of a Non-Loan Party securing Indebtedness that is permitted pursuant to Section 7.03 and (ii) on property of a Foreign Subsidiary

securing obligations of such Foreign Subsidiary that are not Indebtedness;

(z) Liens solely on any cash

earnest money deposits made by the Parent Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase

agreement permitted hereunder;

(aa) Liens securing obligations

that arise in the ordinary or normal course of business and that do not constitute Indebtedness and that are not otherwise expressly contemplated

by this Section 7.03;

(bb) Liens securing Indebtedness

permitted pursuant to Section 7.03(m);

(cc) other Liens; provided

that (i) at the time of incurrence of the obligations secured thereby, the aggregate outstanding face amount of obligations secured by

Liens existing in reliance on this clause shall not exceed the greater of (x) $215,000,000 and (y) 35.0% of Consolidated EBITDA as of

the last day of the most recently ended Test Period and (ii) any such Liens on the ABL Priority Collateral shall rank junior to the Liens

on the ABL Priority Collateral securing the Obligations and the beneficiaries thereof (or an agent or trustee on their behalf) shall have

become party to the ABL Intercreditor Agreement or other Acceptable Intercreditor Agreement;

(dd) Liens securing Indebtedness

or other obligations, provided, that at the time of incurrence of the Indebtedness or other obligations secured thereby, in the

case of (x) Liens securing Indebtedness or other obligations on the Collateral that are pari passu with the Lien on the Fixed Assets Priority

Collateral securing the Term/Revolver Obligations, the First Lien Leverage Ratio does not exceed 5.00:1.00 (or, to the extent incurred

in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 5.00:1.00 and the First Lien

Leverage Ratio at the end of the most recently ended Test Period), (y) Liens securing Indebtedness or other obligations on the Collateral

that are junior to the Lien on the Fixed Assets Priority Collateral securing the Term/Revolver Obligations, the Secured Leverage Ratio

does not exceed 5.25:1.00 (or, to the extent incurred in connection with any acquisition or similar investment not prohibited by this

Agreement, the greater of 5.25:1.00 and the Secured Leverage Ratio at the end of the most recently ended Test Period) and (z) Liens securing

Indebtedness or other obligations on assets that are not Collateral, the Total Leverage Ratio does not exceed 8.25:1.00 (or, to the extent

incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 8.25:1.00 and the Total

Leverage Ratio at the end of the most recently ended Test Period), in each case, calculated on a Pro Forma Basis, including the application

of the proceeds thereof, as of the last day of the most recently ended Test Period; provided any such Liens on the ABL Priority

Collateral shall rank junior to the Liens on the ABL Priority Collateral securing the Obligations and the beneficiaries thereof (or an

agent or trustee on their behalf) shall have become party to the ABL Intercreditor Agreement or other Acceptable Intercreditor Agreement;

(ee) Liens securing Indebtedness

permitted under (i) Section 7.03(r)(i) and Section 7.03(s), and (ii) Section 7.03(r) (other than clause (i) thereof), Section

7.03(w) and Section 7.03(y), in each case, to the extent contemplated by, and subject to the limitations set forth in such

provisions; provided that, (x) in the case of clause (ii), any such Liens on the ABL Priority Collateral shall rank junior

to the Liens on the ABL Priority Collateral securing the Obligations and (y) in each case, to the extent any such Liens are on the ABL

Priority Collateral, the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party to the ABL Intercreditor

Agreement or other Acceptable Intercreditor Agreement pursuant to the terms thereof;

(ff) with respect to any

Foreign Subsidiary, other Liens and privileges arising mandatorily by Law;

(gg) [reserved];

(hh) [reserved];

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(ii) Liens created or deemed

to exist by the establishment of trusts for the purpose of satisfying government reimbursement program costs and other actions or claims

pertaining to the same or related matters or other medical reimbursement programs;

(jj) Liens on cash and Cash

Equivalents used to satisfy or discharge Indebtedness; provided that, such satisfaction or discharge is permitted hereunder;

(kk) receipt of progress

payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory

and proceeds thereof;

(ll) Liens on cash or permitted

Investments securing Swap Contracts in the ordinary course of business submitted for clearing in accordance with applicable requirements

of Law and Liens on receivables and related assets arising in

connection with a Qualified Securitization Financing;

(mm) the prior rights of

consignees and their lenders under consignment arrangements entered into in the ordinary course of business;

(nn) Liens on Equity Interests

of Unrestricted Subsidiaries;

(oo) Liens arising as a result

of a Permitted Sale Leaseback or other sale-leaseback permitted by Section 7.05; and

(pp) Liens on proceeds of

Indebtedness held in Escrow for so long as the proceeds thereof are and continue to be held in Escrow.

For purposes of determining

compliance with this Section 7.01, if any Lien (or a portion thereof) would be permitted pursuant to one or more provisions described

above, the Parent Borrower may divide and classify such Lien (or a portion thereof) in any manner that complies with this covenant and

may later divide and reclassify any such Lien so long as the Lien (as so divided and/or reclassified) would be permitted to be made in

reliance on the applicable exception as of the date of such reclassification.

SECTION 7.02 Investments.

Make any Investments, except:

(a) Investments by the Parent

Borrower or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;

(b) loans or advances to

officers, directors, managers, partners and employees of the Parent Borrower (or any direct or indirect parent thereof) or its Restricted

Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes,

(ii) in connection with such Person’s purchase of Equity Interests of the Parent Borrower (or such direct or indirect parent) (provided

that, the proceeds of any such loans and advances shall be contributed by such parent entity to, or applied to a transaction resulting

in a return of net cash proceeds in a substantially similar amount to, the Parent Borrower, as the case may be; provided, further

that such contribution or return, as applicable, shall not constitute an equity contribution that may be utilized for other baskets (including

the Available Amount) in this Article VII) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in

an aggregate principal amount outstanding at the time made not to exceed the greater of (x) $30,000,000 and (y) 5.0% of Consolidated EBITDA

as of the last day of the most recently ended Test Period;

purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property, in each case in the ordinary

course of business;

(d) Investments (i) by any

Loan Party in any other Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any Loan Party, (iii) by any Restricted

Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iv) by any Loan Party in any Restricted

Subsidiary that is not a Loan Party; provided that, in the case of this clause (iv), the aggregate amount of such Investments

by a Loan Party shall either (x) be made in the ordinary course or consistent with past practice or (y) not exceed the greater of (x)

$150,000,000 and (y) 25.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period;

(e) Investments consisting

of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary

course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors

and other credits to suppliers in the ordinary course of business;

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(f) Investments consisting

of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted (other than, in each case, by reference to

this Section 7.02) under Section 7.01, Section 7.03, Section 7.04, Section 7.05 and Section 7.06,

respectively;

(g) [reserved];

(h) Investments in Swap Contracts

permitted under Section 7.03(g);

(i) promissory notes and

other noncash consideration received in connection with Dispositions permitted by Section 7.05;

(j) the purchase or other

acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division

of such Person by the Parent Borrower or Restricted Subsidiary, or Equity Interests in a Person that, upon the consummation thereof, will

be a Restricted Subsidiary of the Parent Borrower (including as a result of a merger or consolidation) (each, a “Permitted Acquisition”);

provided that (i) after giving effect to any such purchase or other acquisition and (A) subject to the LCT Provisions, no Specified

Event of Default shall have occurred and be continuing and (B) the Parent Borrower or Restricted Subsidiary is in compliance with Section

6.16 and (ii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired

in such purchase or other acquisition shall become Collateral and (B) any such newly created or acquired Restricted Subsidiary (other

than an Excluded Subsidiary) shall become Guarantors, in each case in accordance with Section 6.10;

(k) the Transactions;

(l) Investments in the ordinary

course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with

past practice;

(m) Investments (including

debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement

of delinquent obligations of, or other disputes with, customers and suppliers from financially troubled account debtors or upon the foreclosure

with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(n) Investments as valued

at cost at the time each such Investment is made and including all related commitments for future Investments, in an amount not exceeding

the Available Amount;

(o) advances of payroll payments

to employees in the ordinary course of business;

(p) loans and advances to

the Parent Borrower in lieu of, and not in excess of the amount of (after giving effect to any other such loans or advances or Restricted

Payments in respect thereof), Restricted Payments to the extent permitted to be made to such direct or indirect parent in accordance with

Section 7.06; provided that any such loan or advance shall reduce the amount of such applicable Restricted Payment thereafter

permitted under Section 7.06 by a corresponding amount (if such applicable provision of Section 7.06 contains a maximum

amount);

(q) Investments held by a

Restricted Subsidiary acquired after the Closing Date or of a corporation or company merged into the Parent Borrower or merged or consolidated

with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not

made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition,

merger or consolidation;

(r) Guarantee Obligations

of the Parent Borrower or any of its Restricted Subsidiaries in respect of leases (other than Capitalized Leases) or of other obligations

that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(s) Investments to the extent

that payment for such Investments is made with Qualified Equity Interests of the Parent Borrower (other than any Cure Amount or any “Cure

Amount” (as defined in the Term/Revolver Credit Agreement); provided that, any amounts used for such an Investment or other

acquisition that are not Qualified Equity Interests shall otherwise be permitted pursuant to this Section 7.02;

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(t) other Investments in

an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments,

not exceeding:

(i) the greater of (x) $275,000,000

and (y) 45.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; plus

(ii) (A) the greater of (x)

$215,000,000 and (y) 35.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period minus (B) the

amount of prepayments of Junior Debt made pursuant to Section 7.08(a)(iii)(A); plus

(iii) (A) the greater of

(x) $215,000,000 and (y) 35.0% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period minus (B)

the amount of Restricted Payments made pursuant to Section 7.06(j);

(u) [reserved];

(v) Investments in JV Entities

and Unrestricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related

commitments for future Investments, not exceeding the greater of (i) $150,000,000 and (ii) 25.0% of Consolidated EBITDA as of the last

day of the most recently ended Test Period;

(w) contributions to a “rabbi”

trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Parent Borrower;

(x) Investments by an Unrestricted

Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition

of “Unrestricted Subsidiary”; provided that such Investments were not entered into in contemplation of such redesignations;

(y) [reserved];

(z) Investments existing

or contemplated on a Closing Date (x) with an individual value not in excess of $5,000,000 or (y) set forth on Schedule 7.02 and

any modification, replacement, renewal, reinvestment or extension thereof; provided that the amount of any Investment permitted

pursuant to this Section 7.02 is not increased from the amount of such Investment on the Closing Date except pursuant to the terms

of such Investment as of the Closing Date or as otherwise permitted by this Section 7.02;

(aa) Investments in connection

with any Reorganization;

(bb) Investments in an amount

equal to the aggregate amount of cash contributions made after the Closing Date to the Parent Borrower in exchange for Qualified Equity

Interests of the Parent Borrower, except to the extent utilized in connection with any other transaction permitted by Section 7.06

or Section 7.08, and except to the extent such amount increases the Available Amount, constitutes a Cure Amount or a “Cure

Amount” (as defined in the Term/Revolver Credit Agreement);

(cc) Investments in a Similar

Business after the Closing Date in an aggregate amount for all such Investments not to exceed, at the time such Investment is made and

after giving effect to such Investment, the sum of (i) an amount equal to the greater of (x) $425,000,000 and (y) 70.0% of Consolidated

EBITDA as of the last day of the most recently ended Test Period as of such time plus (ii) the aggregate amount of any cash repayment

of or return on such Investments theretofore received by the Borrower or any Restricted Subsidiary after the Closing Date;

(dd) the forgiveness or

conversion to equity of any intercompany Indebtedness owed to the Borrower or any of its Restricted Subsidiaries or the cancellation

or forgiveness of any Indebtedness owed to the Borrower (or any parent entity) or a Subsidiary from any members of management of the

Borrower (or any parent entity) or any Subsidiary, in each case permitted by Section 7.03;

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(ee) to the extent that they

constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses

or leases of other assets, intellectual property, or other rights, in each case in the ordinary course of business;

(ff) [reserved]Investments (i) in connection with a Qualified Securitization Financing and (ii) distributions or payments of Securitization Fees

and purchases or repurchases of Securitization Assets in connection with a Qualified Securitization Financing; and

(gg) Investments, so long

as the Payment Conditions are satisfied on a Pro Forma Basis.

For purposes of determining

compliance with this Section 7.02, if any Investment (or a portion thereof) would be permitted pursuant to one or more provisions

described above, the Parent Borrower may divide and classify such Investment (or a portion thereof) in any manner that complies with this

covenant and may later divide and reclassify any such Investment so long as the Investment (as so divided and/or reclassified) would be

permitted to be made in reliance on the applicable exception as of the date of such reclassification.

Notwithstanding the foregoing,

in no event shall the Borrower or any Restricted Subsidiary make any Investment of Material Intellectual Property in any Unrestricted

Subsidiary unless such Investment is in connection with transition services agreements or non-exclusive licenses, in each case, in the

ordinary course of business.

SECTION 7.03 Indebtedness. Create, incur,

assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of the Parent

Borrower and any of its Restricted Subsidiaries under the Loan Documents;

(b) the (i) Senior Secured

Notes, in an aggregate outstanding principal amount under this clause (i) not to exceed $1,250,000,000 (and any Permitted Refinancing

thereof), (ii) Stepped Up Notes, in an aggregate principal amount under this clause (ii) not to exceed $1,901,500,000 (and any Permitted

Refinancing thereof) and (iii) Indebtedness under the Term/Revolver Facility (x) in an aggregate outstanding principal amount under this

clause (iii) not to exceed the sum of (I) $2,175,000,000 plus (II) any “Incremental Facility” and/or “Incremental Equivalent

Debt” (each as defined in the Term/Revolver Credit Agreement as in effect on the date hereof (or any equivalent term under any documentation

governing any Term/Revolver Facility)) in an amount not to exceed the amount permitted in accordance with the terms of the Term/Revolver

Credit Agreement as in effect on the date hereof, and (y) in respect of Secured Cash Management Obligations and Secured Hedging Obligations

(each as defined in the Term/Revolver Credit Agreement as in effect on the date hereof (or any equivalent term under any documentation

governing any Term/Revolver Facility)), and, in each case of this clause (iii), any Permitted Refinancing thereof;

on the date hereof (x) with an individual value not in excess of $5,000,000 or (y) listed on Schedule 7.03(c) and in each case

of the foregoing clauses (x) and (y), any Permitted Refinancing thereof;

(d) Guarantee Obligations

of the Parent Borrower and its Restricted Subsidiaries in respect of Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries

otherwise permitted hereunder (except that a Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(d), guarantee

Indebtedness that such Subsidiary could not otherwise incur under this Section 7.03); provided that, (x) if the Indebtedness

being guaranteed is subordinated to the Loan Obligations, such Guarantee Obligation shall be subordinated to the Guarantee of the Loan

Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (y) Guarantee

Obligations made by a Loan Party with respect to Indebtedness of a Non-Loan Party must be permitted pursuant to Section 7.02;

(e) Indebtedness of the

Parent Borrower or any of its Restricted Subsidiaries owing to the Parent Borrower or any other Restricted Subsidiary to the extent constituting

an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that

is not a Loan Party shall be subject to the subordination terms set forth in Section 3.02 of the Guaranty (but only to the extent permitted

by applicable law and not giving rise to material adverse tax consequences);

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(f) (i) Attributable Indebtedness

and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed

or capital assets (provided that such Indebtedness is incurred concurrently with or within two hundred seventy (270) days after

the applicable acquisition, construction, repair, replacement or improvement), (ii) Attributable Indebtedness arising out of Permitted

Sale Leasebacks and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and

(ii); provided that the aggregate principal amount of Indebtedness (including without limitation Attributable Indebtedness,

but excluding Attributable Indebtedness incurred pursuant to clause (ii)) under this Section 7.03(f) does not exceed, at

the time of the incurrence thereof, the greater of (x) $140,000,000 and (y) 25.0% of Consolidated EBITDA as of the last day of the most

recently ended Test Period;

(g) Indebtedness in respect

of Swap Contracts not for speculative purposes (i) entered into to hedge or mitigate risks to which the Parent Borrower or any Subsidiary

has actual or anticipated exposure (other than those in respect of shares of capital stock or other equity ownership interests of the

Parent Borrower or any Subsidiary), (ii) entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating

rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the

Parent Borrower or any Subsidiary and (iii) entered into to hedge commodities, currencies, general economic conditions, raw materials

prices, revenue streams or business performance;

(h) obligations of non-wholly

owned Foreign Subsidiaries that are Restricted Subsidiaries in respect of Disqualified Equity Interests in an amount not to exceed $50,000,000

at any time outstanding;

(i) Indebtedness representing

deferred compensation to employees of the Parent Borrower (or any parent entity) and its Restricted Subsidiaries incurred in the ordinary

course of business;

(j) Indebtedness to future,

present or former directors, officers, members of management, employees or consultants of the Parent Borrower or any of its Subsidiaries

or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests

of the Parent Borrower (or any direct or indirect parent thereof) permitted by Section 7.06(f);

(k) Indebtedness incurred

by the Parent Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder

or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including

earn-outs) or other similar adjustments;

(l) Indebtedness consisting

of obligations of the Parent Borrower (or any parent entity) or any of its Restricted Subsidiaries under deferred compensation or other

similar arrangements incurred by such Person in connection with the Transactions, any Permitted Acquisitions and/or any other Investment

expressly permitted hereunder;

(m) Cash Management Obligations

and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, cash pooling arrangements,

purchase card and similar arrangements in each case incurred in the ordinary course;

(n) Indebtedness consisting

of (a) the financing of insurance premiums or (b) take or pay obligations contained in supply arrangements, in each case, in the ordinary

course of business;

(o) Indebtedness incurred

by the Parent Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances,

warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation

claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness

with respect to reimbursement-type obligations regarding workers compensation claims;

(p) obligations in respect

of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Parent

Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments

related thereto, in each case in the ordinary course of business or consistent with past practice;

(q) Indebtedness supported

by a Letter of Credit in a principal amount not to exceed the face amount of such Letter of Credit;

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(r) Indebtedness (whether

secured or unsecured) (i) in an unlimited amount, of any Person that becomes a Restricted Subsidiary (or of any Person not previously

a Restricted Subsidiary) after the date hereof and/or any other Indebtedness otherwise assumed in connection with an acquisition or any

other Investment not prohibited hereunder, to the extent in the case of this clause (i), such Indebtedness was not incurred in

contemplation of such acquisition or other Investment and such Indebtedness constitutes the obligations of only such newly acquired Restricted

Subsidiary, (ii) incurred in connection with a Permitted Acquisition or other Investment not prohibited hereunder, in an aggregate principal

amount for this clause (ii), not to exceed, at the time of the incurrence thereof, (A) the Fixed Incremental Amount (as defined

in the Term Loan Credit Agreement as in effect on the date hereof, but taking into account any amounts already incurred in reliance thereon

including pursuant to Section 7.03(b)(ii)) plus (B) an additional unlimited amount so long as after giving Pro Forma Effect

thereto (x) in the case of Indebtedness secured by a Lien on the Fixed Assets Priority Collateral that is pari passu with the Lien on

the Fixed Assets Priority Collateral securing the Term/Revolver Obligations, the First Lien Leverage Ratio does not exceed the greater

of (1) 5.00:1.00 and (2) the First Lien Leverage Ratio at the end of the most recently ended Test Period, (y) in the case of Indebtedness

secured by a Lien on the Fixed Assets Priority Collateral that ranks junior to the Liens on the Fixed Assets Priority Collateral securing

the Term/Revolver Obligations, the Secured Leverage Ratio does not exceed the greater of 5.25:1.00 and the Secured Leverage Ratio at the

end of the most recently ended Test Period and (z) in the case of Indebtedness that is unsecured or secured by assets that are not Collateral,

either, at the Borrower’s option, (X) the Total Leverage Ratio does not exceed the greater of 8.25:1.00 and the Total Leverage Ratio

at the end of the most recently ended Test Period or (Y) in the case of unsecured indebtedness, the Interest Coverage Ratio is no less

than the lesser of 2:00:1.00 and the Interest Coverage Ratio at the end of the most recently ended Test Period and (iii) incurred for

any purpose not prohibited by this Agreement, in an aggregate principal amount for clause (iii), not to exceed an unlimited amount

so long as after giving Pro Forma Effect thereto (x) in the case of Indebtedness secured by a Lien on the Fixed Assets Priority Collateral

that is pari passu with the Lien on the Fixed Assets Priority Collateral securing the Term/Revolver Obligations, the First Lien Leverage

Ratio does not exceed 5.00:1.00 (or, to the extent such Indebtedness is incurred in connection with any acquisition or similar investment

not prohibited by this Agreement, the greater of 5.00:1.00 and the First Lien Leverage Ratio at the end of the most recently ended Test

Period), (y) in the case of Indebtedness secured by a Lien on the Fixed Assets Priority Collateral that ranks junior to the Liens on the

Fixed Assets Priority Collateral securing the Term/Revolver Obligations, the Secured Leverage Ratio does not 5.25:1.00 (or, to the extent

such Indebtedness is incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of

5.25:1.00 and the Secured Leverage Ratio at the end of the most recently ended Test Period) and (z) in the case of Indebtedness that is

unsecured or secured by assets that are not Collateral, either, at the Borrower’s option (X) the Total Leverage Ratio does not exceed

8.25:1.00 (or, to the extent such Indebtedness is incurred in connection with any acquisition or similar investment not prohibited by

this Agreement, the greater of 8.25:1.00 and the Total Leverage Ratio at the end of the most recently ended Test Period) or (Y) in the

case of unsecured indebtedness, the Interest Coverage Ratio is no less than 2:00:1.00 (or, to the extent such Indebtedness is incurred

in connection with any acquisition or similar investment not prohibited by this Agreement, the lesser of 2.00:1.00 and the Interest Coverage

Ratio at the end of the most recently ended Test Period); provided that, such Indebtedness incurred under clauses (ii) and

(iii), (1) shall be subject only to the applicable Required Debt Terms and (2) any such Indebtedness of any Subsidiaries that are

non-Loan Parties shall not exceed, in the aggregate at the time of incurrence thereof, the greater of (X) $200,000,000 and (Y) 35.0% of

Consolidated EBITDA as of the last day of the most recently ended Test Period;

(s) Indebtedness incurred

by a Non-Loan Party, and guarantees thereof by any Non-Loan Party, (x) in an aggregate principal amount not to exceed, at the time of

the incurrence thereof, the greater of (i) $375,000,000 and (ii) 50.0% of Consolidated EBITDA as of the last day of the most recently

ended Test Period and (y) under working capital lines, lines of credit or overdraft facilities (to the extent such Indebtedness are not

secured by assets constituting Collateral and are non-recourse to the Loan Parties) in the ordinary course of business;

(t) [reserved]Indebtedness

with respect to any Qualified Securitization Financing;

(u) additional Indebtedness

in an aggregate principal amount not to exceed, at the time of the incurrence thereof, the greater of (x) $240,000,000 and (y) 40.0% of

Consolidated EBITDA as of the last day of the most recently ended Test Period;

(v) [reserved];

(w) (i) Indebtedness (in

the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) incurred by the Borrower to the extent

that 100% of the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied solely to the prepayment of Term Loans

(under and as defined in the Term/Revolver Credit Agreement) or the replacement of Revolving Credit Commitments (under and as defined

in the Term/Revolver Credit Agreement) in accordance with Section 2.05(b)(iii) of the Term/Revolver Credit Agreement; provided

that (A) if such Indebtedness is secured on a junior basis to such Term/Revolver Obligations or is unsecured, such Indebtedness shall

not mature earlier than the date that is 91 days after the maturity date with respect to the relevant Indebtedness being prepaid or replaced,

(B) other than Inside Maturity Loans, such Indebtedness shall not mature prior to the maturity date of the Indebtedness being prepaid

or replaced and, as of the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness (other

than revolving loans) shall not be shorter than that of then-remaining term Indebtedness being refinanced, (C) no Restricted Subsidiary

is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall

have previously or substantially concurrently guaranteed the Obligations, (D) subject to clause (h) of the “Collateral and

Guarantee Requirement”, such Indebtedness is not secured by any assets not securing the Obligations unless such assets substantially

concurrently secure the Obligations, (E) such Indebtedness shall not be in a principal amount in excess of the amount of the Indebtedness

(or commitments with respect thereto) so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other

reasonable amounts paid and unused commitments, and fees and expenses reasonably incurred, in connection with such refinancing and (ii)

any Permitted Refinancing thereof;

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(x) Indebtedness of any Loan

Party so long as (i) the Payment Conditions are satisfied on a Pro Forma Basis and (ii) such Indebtedness has a maturity date that is

after the Latest Maturity Date at the time such Indebtedness sis incurred, and has a Weighted Average Life to Maturity not shorter than

the longest remaining Weighted Average Life to Maturity of the Facilities;

(y) Indebtedness in respect

of Permitted Exchange Securities (as defined in the Term/Revolver Credit Agreement as in effect on the date hereof (or any equivalent

term under any documentation governing any Term/Revolver Facility)) incurred pursuant to a Permitted Exchange (as defined in the Term/Revolver

Credit Agreement as in effect on the date hereof (or any equivalent term under any documentation governing any Term/Revolver Facility))

and any Permitted Refinancing thereof;

(z) any CCOH Preferred Stock

and any Replacement CCOH Preferred Stock.;

(aa) [reserved]; and

(bb) all premiums (if any),

interest (including post-petition interest, capitalized interest or interest otherwise payable in kind), fees, expenses, charges and additional

or contingent interest on obligations described in the foregoing clauses of this Section 7.03.

For purposes of determining

compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories

of Indebtedness described above, the Parent Borrower may classify and reclassify or later divide, classify or reclassify such item of

Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of

the above clauses; provided that (i) all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred

in reliance only on the exception in clause (a) of this Section 7.03, (ii) all Indebtedness outstanding under the Senior

Secured Notes will be deemed to have been incurred in reliance only on the exception in clause (b)(i) of this Section 7.03, (iii) all

Indebtedness outstanding under the Stepped Up Notes will be deemed to have been incurred in reliance only on the exception in clause (b)(ii)

of this Section 7.03 and (iv) all Indebtedness outstanding under the Term/Revolver Facility will be deemed to have been incurred in reliance

only on the exception in clause (b)(iii) of this Section 7.03.

The accrual of interest,

the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence

of Indebtedness for purposes of this Section 7.03.

SECTION 7.04 Fundamental

Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction

or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any

Person (including, in each case, pursuant to a Delaware LLC Division), except that:

(a) any Restricted Subsidiary

other than a Borrower may merge or amalgamate with any one or more other Restricted Subsidiaries (provided that when any Restricted

Subsidiary that is a Loan Party is merging or amalgamating with another Restricted Subsidiary, a Loan Party shall be a continuing or surviving

Person, as applicable, or the resulting entity shall succeed as a matter of law to all of the Obligations of such Loan Party);

(b) (i) any Restricted Subsidiary

that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party, (ii)

(A) any Restricted Subsidiary may liquidate, dissolve or wind up, and (B) any Restricted Subsidiary may change its legal form, in each

case, if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Subsidiaries

and is not materially disadvantageous to the Lenders and (iii) a Borrower may change its legal form if it determines in good faith that

such action is in the best interests of the Parent Borrower and its Subsidiaries, and the Administrative Agent reasonably determines it

is not disadvantageous to the Lenders;

may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Restricted Subsidiary; provided

that if the transferor in such a transaction is a Loan Party, then either (x) the transferee must be a Loan Party or (y) to the extent

constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a

Loan Party in accordance with Section 7.02 and Section 7.03, respectively;

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(d) so long as no Event of

Default exists or would result therefrom, each Borrower may merge or amalgamate with any other Person or assign all of the obligations

hereunder to another Person; provided that (i) such Borrower shall be the continuing or surviving corporation or (ii) if the Person

formed by or surviving any such merger or consolidation is not such Borrower or in connection with any such assignment to another Person

(any such Person under this clause (ii), the “Successor Company”), (A) the Successor Company shall be an entity organized

or existing under the Laws of the United States, any state thereof or the District of Columbia, (B) the Successor Company shall expressly

assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant

to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) the Successor Company shall cause such

amendments, supplements or other instruments to be executed, delivered, filed and recorded (and deliver a copy of same to the Administrative

Agent and Collateral Agent) in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Collateral

Agent on the Collateral owned by or transferred to the Successor Company, together with such financing statements as may be required to

perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the UCC of the relevant

states, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall

apply to the Successor Company’s obligations under the Loan Documents, (E) each Guarantor, unless it is the other party to such

merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that

its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (F) the Administrative Agent

shall have received all documentation and other information about the Successor Company that is required by regulatory authorities under

applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT

Act and (G) at the time of such merger or consolidation, shall be in pro forma compliance with the Financial Covenant; provided,

further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Borrower under

this Agreement;

(e) so long as no Event of

Default exists or would result therefrom, any Restricted Subsidiary may merge or amalgamate with any other Person in order to effect an

Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary,

which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.10;

(f) any Reorganization may

be consummated;

(g) so long as no Event

of Default exists or would result therefrom, a merger, amalgamation, dissolution, winding up, liquidation, consolidation or Disposition,

the purpose of which is to effect a Disposition permitted pursuant to Section 7.05, may be effected (other than pursuant to Section

7.05(e)); and

(h) so long as no Event

of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, in each case, by and among the Parent

Borrower and/or its Restricted Subsidiaries, the purpose of which is to effect a Reorganization.; and

(i)

any Restricted Subsidiary may Dispose (including by way of contribution) of all or substantially all of its assets to a Securitization

Subsidiary in connection with a Qualified Securitization Financing.

SECTION 7.05 Dispositions.

Make any Disposition, except:

(a) Dispositions of obsolete,

worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property

no longer used or useful in the conduct of the business of the Parent Borrower and its Restricted Subsidiaries;

(b) Dispositions of inventory

and immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of

any immaterial IP Rights to lapse or be abandoned in the ordinary course of business);

to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly

purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property (which replacement

property is actually promptly purchased);

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(d) Dispositions of property

to the Parent Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party (i) the transferee

thereof must be a Loan Party, (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section

7.02, or (iii) such Disposition shall consist of the transfer of Equity Interests in or Indebtedness of any Foreign Subsidiary

to any other Foreign Subsidiary;

(e) Dispositions permitted

(other than by reference to this Section 7.05(e)) by Section 7.04 and Section 7.06 and Liens permitted by Section

7.01;

(f) Dispositions of Cash

Equivalents;

(g) leases, subleases, licenses

or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Parent

Borrower and its Restricted Subsidiaries, taken as a whole;

(h) transfers of property

subject to Casualty Events;

(i) Dispositions of Investments

in JV Entities or non-Wholly-Owned Restricted Subsidiaries to the extent required by, or made pursuant to, customary buy/sell arrangements

between the parties to such JV Entity or shareholders of such non-Wholly-Owned Restricted Subsidiaries set forth in the shareholder agreements,

joint venture agreements, organizational documents or similar binding agreements relating to such JV Entity or non-Wholly-Owned Restricted

Subsidiary;

(j) Dispositions of accounts

receivable in the ordinary course of business in connection with the collection or compromise thereof;

(k) the unwinding of any

Swap Contract pursuant to its terms;

(l) Permitted Sale Leasebacks;

(m) so long as no Event of

Default would result therefrom, Dispositions not otherwise permitted pursuant to this Section 7.05 (including any Sale Leasebacks

and the sale or issuance of Equity Interests in a Restricted Subsidiary); provided that (i) such Disposition shall be for fair

market value as reasonably determined by the Parent Borrower in good faith, (ii) with respect to any Disposition under this clause

(m) for a purchase price in excess of the greater of (x) $60,000,000 and (y) 10.0% of Consolidated EBITDA as of the last day of the

most recently ended Test Period, as reasonably determined by the Parent Borrower at the time of such Disposition, the Parent Borrower

or any of its Restricted Subsidiaries shall receive not less than 75.0% of such consideration in the form of cash or Cash Equivalents

for such Dispositions (provided, however, that for the purposes of this clause (m)(ii), the following shall be deemed

to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Parent Borrower or

any of its Restricted Subsidiaries and the valid release of the Parent Borrower or such Restricted Subsidiary, by all applicable creditors

in writing, from all liability on such Indebtedness or other liability in connection with such Disposition, (B) securities, notes or other

obligations received by the Parent Borrower or any of its Restricted Subsidiaries from the transferee that are converted by the Parent

Borrower or any of its Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the closing of such Disposition,

(C) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent

that the Parent Borrower and each of the other Restricted Subsidiaries are released from any Guarantee of payment of the Parent Borrower

in connection with such Disposition and (D) aggregate non-cash consideration received by the Parent Borrower and its Restricted Subsidiaries

for all Dispositions under this clause (m) having an aggregate fair market value (determined as of the closing of the applicable

Disposition for which such non-cash consideration is received) not to exceed the greater of (x) $150,000,000 and (y) 25.0% of Consolidated

EBITDA as of the last day of the most recently ended Test Period at any time outstanding (net of any non-cash consideration converted

into cash and Cash Equivalents received in respect of any such non-cash consideration) and (iii) the Parent Borrower or the applicable

Restricted Subsidiary complies with the applicable provisions of Section 2.05;

(n) any Disposition not otherwise

permitted pursuant to this Section 7.05 in an amount not to exceed the greater of (x) $45,000,000 and (y) 7.5% of Consolidated

EBITDA as of the last day of the most recently ended Test Period;

(o) the Parent Borrower and

its Restricted Subsidiaries may surrender or waive contractual rights and leases and settle or waive contractual or litigation claims

in the ordinary course of business;

(p) Dispositions of assets

(including Equity Interests) acquired in connection with Permitted Acquisitions or other Investments permitted hereunder, which assets

are obsolete or not used or useful to the core or principal business of the Parent Borrower and the Restricted Subsidiaries or which Dispositions

are made to obtain the approval of any applicable antitrust authority in connection with a Permitted Acquisition;

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(q) any swap of assets (other

than of ABL Priority Collateral with Fixed Assets Priority Collateral) in exchange for services or other assets of comparable or greater

fair market value useful to the business of the Parent Borrower and its Restricted Subsidiaries as a whole, as determined in good faith

by the Parent Borrower;

(r) any sale of Equity Interests

in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(s) [reserved]Dispositions

(including by way of contribution) of Securitization Assets, or participations therein, in connection with any Qualified Securitization

Financing if the Parent Borrower applies the proceeds of any such Disposition as set forth in Section 4.10 of each of the indenture governing

the 2030 Senior Secured Notes, the indenture governing the 2031 Senior Secured Notes or the indenture governing the 2033 Senior Secured

Notes (each as in effect on the Third Amendment Effective Date), as applicable, if any of the 2030 Senior Secured Notes, 2031 Senior

Secured Notes or 2033 Senior Secured Notes remains outstanding at the time of such Disposition;

(t) Dispositions conducted

in connection with any Reorganization;

(u) [reserved];

(v) Dispositions conducted

in connection with a REIT Conversion Transaction for so long as the Borrower (or its applicable parent entity) is pursuing a REIT Election

in good faith and the REIT Conversion Transaction Requirement has been satisfied; and

(w) any Disposition by

the Parent Borrower or a Restricted Subsidiary of the Equity Interests of, or indebtedness owned by, a Foreign Subsidiary to any

Restricted Subsidiary pursuant to a Reorganization.

To the extent any Collateral

is Disposed of as expressly permitted by this Section 7.05 to any Person other than the Parent Borrower or any Subsidiary Guarantor,

such Collateral shall be sold free and clear of the Liens created by the Loan Documents and, if requested by the Administrative Agent,

upon the certification by the Parent Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral

Agent, as applicable, shall be authorized to take and shall take any actions deemed appropriate in order to effect the foregoing.

Notwithstanding the foregoing,

in no event shall the Borrower or any Restricted Subsidiary Dispose of any Material Intellectual Property to any Unrestricted Subsidiary

unless such Disposition is in connection with transition services agreements or non-exclusive licenses, in each case, in the ordinary

course of business.

SECTION 7.06 Restricted

Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

(a) [reserved];

(b) (i) the Parent Borrower

may redeem in whole or in part any of its (or a parent entity’s) Equity Interests for another class of its Equity Interests or rights

to acquire its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests,

provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other

class of Equity Interests are at least as advantageous to the Lenders as those contained in the Equity Interests redeemed thereby and

(ii) the Parent Borrower may declare and make dividend payments or other distributions payable solely in Qualified Equity Interests;

(d) to the extent constituting

Restricted Payments, the Parent Borrower and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted

(other than by reference to Section 7.06) by any provision of Section 7.02 or Section 7.04;

(e) repurchases of Equity

Interests in the ordinary course of business in the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock

options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

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(f) The Parent Borrower or

any of its Restricted Subsidiaries may, in good faith, pay (or any Restricted Subsidiary may make Restricted Payments to the Parent Borrower

to allow the Parent Borrower to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of

it or of the Parent Borrower held by any future, present or former employee, director, manager, officer or consultant (or any Affiliates,

spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributes of any

of the foregoing) of the Parent Borrower or any of its Subsidiaries pursuant to any employee, management, director or manager equity plan,

employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any

agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the

Parent Borrower or any Subsidiary; provided that such payments do not exceed at the time made the greater of (x) $45 million and

(y) 7.50% of Consolidated EBITDA as of the last day of the most recently ended Test Period) in any calendar year; provided that

any unused portion of the preceding basket for any calendar year may be carried forward to the next succeeding calendar year, so long

as the aggregate amount of all Restricted Payments made pursuant to this Section 7.06(f) in any calendar year (after giving effect

to such carry forward) shall not exceed at the time made the greater of (x) $75 million and (y) 12.5% of Consolidated EBITDA as of the

last day of the most recently ended Test Period; provided, further, that cancellation of Indebtedness owing to the Parent

Borrower or any of its Subsidiaries from members of management of the Parent Borrower or any of the Parent Borrower’s Restricted

Subsidiaries in connection with a repurchase of Equity Interests of the Parent Borrower will not be deemed to constitute a Restricted

Payment for purposes of this covenant or any other provision of this Agreement;

(g) The Parent Borrower and

its Restricted Subsidiaries may make Restricted Payments to any parent entity (or, in the case of clauses (viii) and (ix), to any Person):

(i) for any taxable period

for which the Parent Borrower (or applicable parent entity) is not intended to be treated as a REIT and is a member of a consolidated,

combined or similar income tax group (including if the Parent Borrower is an entity disregarded as separate from its owner for U.S. federal

income tax purposes) of which any parent entity is the common parent (or a disregarded entity, partnership or other pass-through entity

that is wholly-owned (directly or indirectly) by such a tax group), to pay the consolidated, combined or similar income tax liability

of such tax group that is attributable to the income of the Parent Borrower and/or its applicable Subsidiaries included in such group

that the Parent Borrower or Subsidiaries have not otherwise paid; provided that (x) no such payments shall exceed the amount of such taxes

that the Parent Borrower and/or applicable Subsidiaries would have paid had such entity(ies) been a stand-alone corporate taxpayer (or

stand-alone corporate group) for all taxing years ending after the date of this Agreement (less any amount in respect thereof actually

paid by such Persons directly), and (y) any such payments attributable to an Unrestricted Subsidiary shall be limited to the amount of

any cash paid by such Unrestricted Subsidiary to the Parent Borrower or any of its respective Restricted Subsidiaries for such purpose;

(ii) the proceeds of which

shall be used to pay such equity holder’s operating costs and expenses incurred in the ordinary course of business, other overhead

costs and expenses and fees (including (v) administrative, legal, accounting and similar expenses provided by third parties, (w) trustee,

directors, managers and general partner fees, (x) any judgments, settlements, penalties, fines or other costs and expenses in respect

of any claim, litigation or proceeding, (y) fees and expenses (including any underwriters discounts and commissions) related to any investment

or acquisition transaction (whether or not successful) and (z) payments in respect of indebtedness and equity securities of any direct

or indirect holder of Equity Interests in the Parent Borrower to the extent the proceeds are used or will be used to pay expenses or other

obligations described in this Section 7.06(g)) which are reasonable and customary and incurred in the ordinary course of business and

attributable to the ownership or operations of the Parent Borrower and its Subsidiaries (including any reasonable and customary indemnification

claims made by directors, managers or officers of the Parent Borrower attributable to the direct or indirect ownership or operations of

the Parent Borrower and its Subsidiaries) and fees and expenses otherwise due and payable by the Parent Borrower or any of its Restricted

Subsidiaries and permitted to be paid by the Parent Borrower or such Restricted Subsidiary under this Agreement;

(iii) the proceeds of which

shall be used to pay franchise and excise taxes, and other fees and expenses, required to maintain its organizational existence;

(iv) to finance any Investment

permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with

the closing of such Investment and (B) the Parent Borrower shall, immediately following the closing thereof, cause (1) all property acquired

(whether assets or Equity Interests) to be held by or contributed to the Parent Borrower or a Restricted Subsidiary or (2) the merger

(to the extent permitted in Section 7.04) of the Person formed or acquired into it or a Restricted Subsidiary in order to consummate such

Permitted Acquisition, in each case, in accordance with the requirements of Section 6.10;

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(v) the proceeds of which

shall be used to pay customary costs, fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering

permitted by this Agreement;

(vi) the proceeds of which

shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Parent Borrower to the extent

such salaries, bonuses and other benefits are attributable to the ownership or operation of the Parent Borrower and its Restricted Subsidiaries;

(vii) Public Company Costs;

(viii) for so long as the

Parent Borrower (or its applicable parent entity) is pursuing a REIT Election in good faith and the REIT Conversion Transaction Requirement

is satisfied giving effect to such Restricted Payments, make dividends and distributions, whether in cash or in kind, to its shareholders

in the required amount (as determined in good faith by the Parent Borrower or applicable parent entity) in order to qualify the Parent

Borrower (or the applicable parent entity) as a REIT and effect the distribution of the Parent Borrower’s (or the applicable parent

entity’s) earnings and profits in connection with or in anticipation of the Borrower’s (or the applicable parent entity’s)

REIT Election, including, for the avoidance of doubt, cash dividends or distributions to satisfy the requirements of Section 857(a)(2)(B)

of the Code, or any successor provision, and any subsequent “true-up” payments to correct for recalculation of the appropriate

amount; and

(ix) following the REIT Election,

with respect to any taxable year for which the Parent Borrower (or any parent entity) is intended to be treated as a REIT, subject to

no resulting Specified Event of Default, notwithstanding any other limitation under this Agreement (except as set forth in this clause

(ix)) Restricted Payments in an aggregate amount equal to (x) the taxable income of the Parent Borrower (or the applicable parent entity)

as determined for purposes of Section 857 of the Code, or applicable successor provision and (ii) any additional amounts as may be necessary

for the Borrower (or the applicable parent entity) to (A) qualify and remain qualified for taxation as a REIT under U.S. federal income

(and, as applicable, any comparable version of state, local, and non-U.S.) Tax law and/or (B) avoid entity level income Tax or excise

Tax (or any penalty or addition to tax) (for the avoidance of doubt, this paragraph (ix) shall permit the Borrower (or the applicable

parent entity) to make cash distributions of 100% of its “real estate investment trust table income,” as defined under Section

857(b)(2) of the Code);

(h) The Parent Borrower or

any of its Restricted Subsidiaries may pay any dividend or distribution within 60 days after the date of declaration thereof, if at the

date of declaration such payment would have complied with the provisions of this Agreement (it being understood that a distribution pursuant

to this Section 7.06(h) shall be deemed to have utilized capacity under such other provision of this Agreement);

(i) The Parent Borrower or

any of its Restricted Subsidiaries may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination

thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments

in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with

its terms;

(j) The Parent Borrower or

any of its Restricted Subsidiaries may make additional Restricted Payments in an amount not to exceed at the time made the greater of

(i) $215,000,000 and (ii) 35.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period, minus (A) the

amount of Investments made pursuant to Section 7.02(t)(iii);

(k) The Parent Borrower or

any of its Restricted Subsidiaries may make additional Restricted Payments in an amount not to exceed the Available Amount;

(l) (i) any Restricted Payment

by the Parent Borrower to pay listing fees and other costs and expenses attributable to being a publicly traded company which are reasonable

and customary and (ii) while the Parent Borrower or any parent entity thereof

is a publicly traded company, Restricted Payments not to exceed at the time made 6.00%

per annum of the Market Capitalization of the Parent Borrower;

(m) [reserved];

(n) the distribution, by

dividend or otherwise, of Equity Interests of an Unrestricted Subsidiary or Indebtedness owed to the Parent Borrower or a Restricted Subsidiary

of an Unrestricted Subsidiary, provided that in each case the principal assets of such Unrestricted Subsidiary are not cash and

Cash Equivalents received as Investments from the Parent Borrower or any of the Restricted Subsidiaries;

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(o) The Parent Borrower or

any of its Restricted Subsidiaries may pay any dividend or distribution on any Disqualified Equity Interests incurred in accordance with

Section 7.03(h);

(p) payments made or expected

to be made in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant

and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise

of stock options or warrants and the vesting of restricted stock and restricted stock units;

(q) [reserved]distributions

or payments of Securitization Fees, sales, contributions and other transfers of Securitization Assets and purchases or repurchases of

Securitization Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a Qualified Securitization

Financing;

(r) distributions or payments

by dividend or otherwise, among the Parent Borrower and its Restricted Subsidiaries in connection with a Reorganization;

(s) any Restricted Payment

made in connection with paying dividends (in cash or additional shares) and any accrued unpaid interest or premium thereon with respect

to (i) the CCOH Preferred Stock or (ii) any preferred stock with an aggregate liquidation preference or equivalent amount not exceeding

that of the CCOH Preferred Stock issued as a replacement therefor so long as the terms of such securities are not materially adverse to

the Lenders, in their capacity as such, taken as a whole, as compared to the terms of the CCOH Preferred Stock that is being replaced

(as determined in good faith by the Parent Borrower) (the “Replacement CCOH Preferred Stock”); and

(t) any Restricted Payment

to any holder of the CCOH Preferred Stock paying (x) for the repayment, repurchase, redemption, defeasance, or otherwise acquire or retire

for value of all or any portion of the CCOH Preferred Stock or any Replacement CCOH Preferred Stock; provided that the aggregate

amount paid in accordance with this clause (x) shall not exceed $45,000,000 plus (y) accrued and unpaid interest or premium thereon to

the redemption date thereof, plus accrued and unpaid interest, dividends, premiums (including tender premiums), defeasance costs, underwriting

discounts, fees, costs and expenses (including original issue discount, upfront fees or similar fees) related thereto; and

(u) Restricted Payments,

so long as the Payment Conditions are satisfied on a Pro Forma Basis.

For purposes of determining

compliance with this Section 7.06, in the event that a Restricted Payment meets the criteria of more than one of the categories

of Restricted Payments described above, the Parent Borrower shall, in its sole discretion, classify or divide such Restricted Payment

(or any portion thereof) in any manner that complies with this covenant and may later divide and reclassify any Restricted Payment (or

any portion thereof) so long as the Restricted Payment (as so divided and/or reclassified) would be permitted to be made in reliance on

the applicable exception or exceptions as of the date of such reclassification.

SECTION 7.07 Transactions

with Affiliates. Enter into any transaction of any kind with any Affiliate of the Parent Borrower (other than any transaction having

a fair market value not in excess of the greater of (x) $60,000,000 and (y) 10.0% of Consolidated EBITDA as of the last day of the most

recently ended Test Period in a single transaction), whether or not in the ordinary course of business, other than:

(a) transactions between

or among the Parent Borrower or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction;

(b) transactions on terms

not less favorable to the Parent Borrower or any Restricted Subsidiary as would be obtainable by the Parent Borrower or such Restricted

Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate;

the payment of fees and expenses related to any Reorganization;

(d) the issuance of Equity

Interests to any officer, director, manager, employee or consultant of the Parent Borrower or any of its Subsidiaries or any parent entity

in connection with the Transactions;

(e) [reserved]any

transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing, and any sale, contribution or

other disposition or repurchase of Securitization Assets or related assets in connection with any Qualified Securitization Financing;

(f) equity issuances, repurchases,

redemptions, retirements or other acquisitions or retirements of Equity Interests by the Parent Borrower or any of its Restricted Subsidiaries

permitted under Section 7.06;

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(g) loans and other transactions

by and among the Parent Borrower and/or one or more Subsidiaries to the extent permitted under this Article VII;

(h) employment and severance

arrangements between the Parent Borrower or any of its Subsidiaries and their respective officers and employees in the ordinary course

of business and transactions pursuant to stock option plans and employee benefit plans and arrangements;

(i) without duplication,

payments by the Parent Borrower and its Restricted Subsidiaries pursuant to any tax sharing agreements among the Parent Borrower, any

parent entity and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Restricted

Subsidiaries;

(j) the payment of customary

fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants

of the Parent Borrower and its Restricted Subsidiaries or any parent entity in the ordinary course of business to the extent attributable

to the ownership or operation of the Parent Borrower and its Restricted Subsidiaries;

(k) transactions pursuant

to agreements in existence on a Closing Date and set forth on Schedule 7.07 or any amendment thereto to the extent such an amendment

is not adverse to the Lenders in any material respect;

(l) dividends and other distributions

permitted under Section 7.06 and/or Investments permitted under Section 7.02 (in each case, other than by reference to this

Section 7.07);

(m) transactions with the

Parent and/or its subsidiaries in the normal or ordinary course of business consistent with past practice;

(n) transactions entered

into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary

pursuant to Section 6.13; provided that such transactions were not entered into in contemplation of such redesignation;

(o) [reserved];

(p) transactions with customers,

clients, suppliers, joint ventures, purchasers or sellers of goods or services or providers of employees or other labor entered into in

the ordinary course of business, which are fair to the Parent Borrower and/or its applicable Restricted Subsidiary in the good faith determination

of the board of directors (or similar governing body) of the Parent Borrower or the senior management thereof, or are on terms at least

as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(q) the payment of reasonable

out-of-pocket costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder

agreement;

(r) any intercompany loans

made by the Parent Borrower to any Restricted Subsidiary; provided that all such intercompany loans of any Loan Party owed to any

Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 3.02 of the Guaranty (but only to the

extent permitted by applicable law and not giving rise to material adverse tax consequences);

(s) any issuance, sale or

grant of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of employment arrangements,

stock options and stock ownership plans approved by the board of directors (or equivalent governing body) of the Parent Borrower or any

parent entity of the Parent Borrower or any Restricted Subsidiary;

(t) (i) any collective bargaining,

employment or severance agreement or compensatory (including profit sharing) arrangement entered into by the Parent Borrower or any of

its Restricted Subsidiaries with their respective current or former officers, directors, members of management, managers, employees,

consultants or independent contractors, (ii) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests

pursuant to put/call rights or similar rights with current or former officers, directors, members of management, managers, employees,

consultants or independent contractors and (iii) transactions pursuant to any employee compensation, benefit plan, stock option plan

or arrangement, any health, disability or similar insurance plan which covers current or former officers, directors, members of management,

managers, employees, consultants or independent contractors or any employment contract or arrangement; and

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(u) any transaction in respect

of which the Parent Borrower delivers to the Administrative Agent a letter addressed to the board of directors (or equivalent governing

body) of the Parent Borrower from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such

transaction is on terms that are no less favorable to the Parent Borrower or the applicable Restricted Subsidiary than might be obtained

at the time in a comparable arm’s length transaction from a Person who is not an Affiliate.

SECTION 7.08 Prepayments,

Etc., of Indebtedness.

(a) Optionally prepay, redeem,

purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner prior to the date that is one year prior

to the scheduled maturity date thereof any Junior Debt with an outstanding principal amount in excess of the Threshold Amount (it being

understood that payments of regularly scheduled interest and “AHYDO” payments under any such Junior Debt Documents shall not

be prohibited by this clause), except for (i) the refinancing thereof with the Net Cash Proceeds of any Equity Interest (other than Disqualified

Equity Interests) or Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing), (ii) the conversion thereof to

Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any parent entity, (iii) prepayments, redemptions,

purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount at the time made not to exceed

(A)(1) the greater of, at the time made, (x) $215,00,000 and (y) 35.0% of Consolidated EBITDA as of the last day of the most recently

ended Test Period minus (2) the amount of Investments made pursuant to Section 7.02(t)(ii) plus the Available Amount (iv)

[reserved], (v) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity as

part of an applicable high yield discount obligation catch-up payment, (vi) other prepayments, redemptions, purchases, defeasances and

other payments thereof prior to their scheduled maturity in an amount equal to the aggregate amount of cash contributions made after the

Closing Date to the Parent Borrower in exchange for Qualified Equity Interests of the Parent Borrower, except to the extent utilized in

connection with any other transaction permitted by Section 7.02, Section 7.03 or Section 7.06, and except to the

extent such cash contributions increase the Available Amount, constitute a Cure Amount or “Cure Amount” (as defined in the

Term/Revolver Facility), (vii) other prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled

maturity with respect to intercompany Indebtedness among the Parent Borrower and its Subsidiaries permitted under Section 7.03,

subject to the subordination provisions applicable thereto and (viii) other prepayments, redemptions, purchases, defeasances and other

payments thereof prior to their scheduled maturity so long as the Payment Conditions are satisfied on a Pro Forma Basis.

(b) Amend, modify or change

in any manner materially adverse to the interests of the Lenders, taken as a whole, in their capacity as such, any term or condition of

any Junior Debt Documents without the consent of the Required Lenders (not to be unreasonably withheld or delayed), and excluding any

such amendment or modification that would not be prohibited under the definition of “Permitted Refinancing” with respect to

such Junior Debt.

For purposes of determining

compliance with this Section 7.08, in the event that a prepayment, redemption, purchase or other satisfaction of Junior Debt meets

the criteria of more than one of the categories described above, the Parent Borrower shall, in its sole discretion, classify or divide

such prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion thereof) in any manner that complies with this

covenant and may later divide and reclassify any prepayment, redemption, purchase or other satisfaction of Junior Debt (or any portion

thereof) so long as the prepayment, redemption, purchase or other satisfaction of Junior Debt (as so divided and/or reclassified) would

be permitted to be made in reliance on the applicable exception or exceptions as of the date of such reclassification.

SECTION 7.09 Fixed Charge

Coverage Ratio. The Parent Borrower will not permit the Fixed Charge Coverage Ratio as of the last day of any Test Period to be less

than 1.00:1.00; provided that such Fixed Charge Coverage Ratio will only be tested on the date any Covenant Trigger Period commences (as

of the last day of the Test Period ending immediately prior to the date on which such Covenant Trigger Period commences) and shall continue

to be tested as of the last day of each Test Period thereafter until such Covenant Trigger Period is no longer continuing.

SECTION 7.10 Amendments

or Waivers of Organizational Documents. Except in connection with a transaction permitted by Section 7.04, the Parent Borrower

shall not agree to any material amendment, restatement, supplement or other modification to, or waiver of its Organization Documents,

in each case in a manner that has a material adverse effect on the Lenders (taken as a whole), in their capacity as such, in each case

after the Closing Date without in each case obtaining the prior written consent of Required Lenders to such amendment, restatement, supplement

or other modification or waiver.

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SECTION 7.11 Restrictions

on Subsidiaries’ Distributions. The Parent Borrower shall not, nor shall the Parent Borrower permit any of the Restricted Subsidiaries

to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability

of any Restricted Subsidiary of the Parent Borrower that is not a Loan Party to make Restricted Payments to the Parent Borrower or any

other Loan Party; provided that this Section 7.11 shall not apply to Contractual Obligations which (i)(x) exist on a Closing Date

and are listed on Schedule 7.11 hereto and (y) are set forth in any agreement evidencing any permitted modification, replacement,

renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does

not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary

first becomes a Restricted Subsidiary of the Parent Borrower, so long as such Contractual Obligations were not entered into solely in

contemplation of such Person becoming a Restricted Subsidiary of the Parent Borrower; provided, further, that this clause

(ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section

6.13, (iii) represent Indebtedness of a Restricted Subsidiary of the Parent Borrower which is permitted by Section 7.03, (iv)

arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject

to such Disposition or (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures

permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business.

ARTICLE VIII

Events of Default and Remedies

SECTION 8.01 Events of

Default. Any of the following events referred to in any of clauses (a) through (l) inclusive of this Section 8.01

shall constitute an “Event of Default”:

(a) Non-Payment. Any

Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, (ii) within three (3) Business

Days of when required to be paid herein, any amount required to be reimbursed to an L/C Issuer pursuant to Section 2.03(c)(i) or

(iii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with

respect to any other Loan Document; or

(b) Specific Covenants.

Any Borrower fails to perform or observe any term, covenant or agreement contained in (i) any of Section 6.03(a)(i), Section

6.04 (as it relates to such Borrower), Section 6.19 (other than any such failure resulting solely from actions taken by one

or more Persons not controlled directly or indirectly by the Parent Borrower or such Person’s (or Persons’) failure to act

in accordance with the instructions of the Parent Borrower or the Administrative Agent), Section 6.18 (and, in the case of Section 6.18,

such failure continues unremedied for a period of at least five (5) Business Days in respect of any Monthly Borrowing Base Certificate

or at least three (3) Business Days in respect of any Weekly Borrowing Base Certificate) or Article VII (other than Section

7.09) or (ii) Section 7.09; provided that (x) no Default or Event of Default under Section 7.09 shall be deemed

to have occurred until the date that is 15 Business Days after the date the financials for the relevant fiscal quarter are required to

be delivered hereunder if the Parent Borrower then has a Cure Right under Section 8.05 with respect to the applicable breach and

has delivered notice thereof, (y) any Event of Default under Section 7.09 shall be subject to cure pursuant to Section 8.05

(provided that, with respect to any Default or Event of Default under Section 7.09 subject to cure, during the period commencing

on the date such financials are required to be delivered until the earlier of the exercise of the relevant cure right and the expiration

of the relevant cure period, (x) the Lenders shall not be required to make any Credit Extension and (y) no action hereunder, the taking

of which is subject to no Default or Event of Default having occurred or be continuing, shall be permitted) and (z) no Default or Event

of Default under Section 7.09 shall constitute a Default or an Event of Default with respect to any Loans or Commitments hereunder,

other than the Revolving Credit Loans and the Revolving Credit Commitments, until the date on which all Loans under each Revolving Credit

Facility have been accelerated and all Revolving Credit Commitments have been terminated as a result of such breach, in each case, by

the Required Lenders, and the Required Lenders have not rescinded such acceleration; or

Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above)

contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after receipt by

the Parent Borrower of written notice thereof by the Administrative Agent or the Required Lenders; or

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(d) Representations and

Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party

herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect

or misleading in any material respect when made or deemed made and such incorrect or misleading representation, warranty, certification

or statement of fact, if capable of being cured, remains so incorrect or misleading for thirty (30) days after receipt by the Parent Borrower

of written notice thereof by the Administrative Agent or the Required Lenders; or

(e) Cross-Default.

Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if

any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than

Indebtedness hereunder) with an outstanding principal amount (or, in the case of a Swap Contract, Swap Termination Value) of not less

than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness with

an outstanding principal amount (or, in the case of a Swap Contract, Swap Termination Value) of not less than the Threshold Amount, or

any other event occurs (other than (i) with respect to such Indebtedness consisting of Swap Contracts, termination events or equivalent

events pursuant to the terms of such Swap Contracts and (ii) any event requiring prepayment pursuant to customary asset sale provisions),

the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent

on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, all such Indebtedness

to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease

or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply

to secured Indebtedness that becomes due (or requires an offer to purchase) as a result of the voluntary sale or transfer of the property

or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness;

provided further that, any failure described under clause (i) or (ii) above is unremedied and is not waived by the

holders of such Indebtedness prior to any termination of the commitments or acceleration of the Loans pursuant to Article VIII;

provided further that no event described in this Section 8.01(e) arising from any financial covenant breach under the Term/Revolver

Facility shall constitute an Event of Default unless the holder or holders of such Indebtedness (or a trustee or agent on behalf of such

holder or holders or beneficiary or beneficiaries) has caused, with the giving of notice if required, such Indebtedness to become due

or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem

all such Indebtedness to be made, prior to its stated maturity; or

(f) Insolvency Proceedings,

Etc. Any Loan Party or any of the Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor

Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, interim

receiver, receiver and manager, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or

similar officer for it or for all or any material part of its property; or any receiver, interim receiver, receiver and manager, trustee,

custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the

application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding

under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent

of such Person and continues undismissed or unstayed for sixty (60) calendar days; or an order for relief is entered in any such proceeding;

(g) Inability to Pay Debts;

Attachment. (i) Any Loan Party or any Restricted Subsidiary admits in writing its inability or fails generally to pay its debts as

they become due, (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material

part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after

its issue or levy; or

(h) Judgments. There

is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money with an individual amount

exceeding the Threshold Amount (to the extent not covered by independent third-party insurance) and such judgment or order shall not have

been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

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(i) Invalidity. Any

material provision of any Guarantee or any Collateral Document, at any time after its execution and delivery and for any reason other

than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or Section

7.05) or as a result of acts or omissions by the Administrative Agent or the satisfaction in full of all the Loan Obligations and

termination of the Aggregate Commitments, ceases to be in full force and effect or in the case of any Collateral Document, ceases to create

a valid lien on the Collateral covered thereby; or any Loan Party contests in writing the validity or enforceability of any material provision

of any Guarantee or any Collateral Document (other than in an informational notice delivered to the Administrative Agent and/or the Collateral

Agent); or any Loan Party denies in writing that it has any or further liability or obligation under any Guarantee or any Collateral Document

(other than as a result of repayment in full of the Loan Obligations, termination of the Aggregate Commitments or release of the applicable

Guarantee), or purports in writing to revoke or rescind any Guarantee or any Collateral Document, except to the extent that any such loss

of perfection or priority results from (x) the failure of the Collateral Agent to maintain possession of certificates or other possessory

collateral actually delivered to it representing securities or other collateral pledged under the Collateral Documents or the Collateral

Agent’s failure to file or maintain any filings required for perfection (including the filing of UCC financing statement or continuations,

filings regarding IP rights or similar filings) and/or (y) a release of any Guarantee or Collateral in accordance with the terms hereof

or thereof and, except as to Collateral consisting of Material Real Property to the extent that such losses are covered by a lender’s

title insurance policy and such insurer has not denied or disclaimed in writing that such losses are covered by such title insurance policy;

(j) Change of Control.

There occurs any Change of Control; or

(k) ERISA. (i) An

ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in

liability of any Loan Party or ERISA Affiliate under Title IV of ERISA in an aggregate amount which would reasonably be expected to result

in a Material Adverse Effect, (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable

grace period, any installment payment with respect to its Withdrawal Liability under ERISA and the Code under a Multiemployer Plan in

an aggregate amount which would reasonably be expected to result in a Material Adverse Effect, (iii) any Loan Party or any ERISA Affiliate

shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of

Title IV of ERISA, and as a result of such termination the aggregate annual contributions of the Loan Parties and the ERISA Affiliates

to all Multiemployer Plans that are then being terminated have been or will be increased over the amounts contributed to such Multiemployer

Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such termination occurs by an aggregate

amount which would reasonably be expected to result in a Material Adverse Effect; or (iv) a termination, withdrawal or noncompliance with

applicable law or plan terms or other event similar to an ERISA Event occurs with respect to a Foreign Plan that would reasonably be expected

to result in a Material Adverse Effect; or

(l) Stepped Up Notes Refinancing.

A Stepped Up Notes Refinancing has not occurred.

With respect to any Default or Event of Default,

the words “exists”, “is continuing” or similar expressions with respect thereto shall mean that the Default or

Event of Default has occurred and has not yet been cured or waived. If, prior to the taking of any action under Section 8.02 (or the occurrence

of any event set forth in the proviso thereto, any Default or Event of Default occurs due to (i) the failure by any Loan Party to take

any action (including any action by a specified time), such Default or Event of Default shall be deemed to have been cured at the time,

if any, that the applicable Loan Party takes such action or (ii) the taking of any action by any Loan Party that is not then permitted

by the terms of this Agreement or any other Loan Document, such Default or Event of Default shall be deemed to be cured on the date on

which such action is unwound (in each case giving effect to any amendments or waivers under Section 10.01; provided that, subject in all

respects to subsection (iv) of the immediately succeeding paragraph, an Event of Default resulting from the failure to deliver a notice

pursuant to Section 6.03(a) shall cease to exist and be cured in all respects if the Default or Event of Default giving rise to such notice

requirement shall have ceased to exist and/or be cured (including pursuant to this paragraph)

Notwithstanding anything to the contrary in this

Section 8.01, an Event of Default (the “Initial Default”) may not be cured pursuant to the immediately preceding paragraph:

(i) if the taking of any action by any Loan Party or Subsidiary of a Loan Party that is not permitted during, and as a result of, the continuance of such Initial Default directly results in the cure of such Initial Default and the applicable Loan Party or Subsidiary had actual knowledge at the time of taking any such action that was not permitted that the Initial Default had occurred and was continuing;

(ii) in the case of an Event of Default under Section 8.01(i) that directly results in material impairment of the rights and remedies of the Lenders and Administrative Agent under the Loan Documents and that is incapable of being cured,

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(iii) in the case of an Event of Default under Section 8.01(c) arising due to the failure to perform or observe Section 6.06 that directly results in a material adverse effect on the ability of the Parent Borrower and the other Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which the Parent Borrower or any of the other Loan Parties is a party;

(iv)

in the case of an Initial Default for which (i) the Parent Borrower failed to give notice to the Administrative Agent of such Initial

Default in accordance with Section 6.03(a) of this Agreement and (ii) the Borrowers had actual knowledge of such failure to give such

notice;

(v) if the Initial Default had a material adverse effect on the Administrative Agent, in its capacity as such; or

(vi) in the case of an Initial Default with respect to (i) failure to comply with the cash management system in accordance with Section 6.19(c), (ii) failure to deliver a Borrowing Base Certificate in accordance with Section 6.18 or (iii) a material misrepresentation with respect to the Borrowing Base Certificate.

SECTION 8.02 Remedies

Upon Event of Default. If any Event of Default occurs and is continuing (subject, in the case of an Event of Default under Section

8.01(b)(ii), to the proviso thereto and the Cure Right set forth in Section 8.05, the Administrative Agent may, with the consent

of, and shall, at the request of, the Required Lenders, shall take any or all of the following actions:

(a) declare the commitment

of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments

and obligation shall be terminated;

(b) declare the unpaid principal

amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any

other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which

are hereby expressly waived by the Borrowers;

Cash Collateralize or Backstop the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of

itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an

Event of Default under Sections 8.01(f) or (g) with respect to the Borrowers, the obligation of each Lender to make Loans

and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding

Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers

to Cash Collateralize or Backstop the L/C Obligations as aforesaid shall automatically become effective, in each case without further

act of the Administrative Agent or any Lender.

SECTION 8.03 Exclusion

of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g)

of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any

Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation by the Parent Borrower, become an Immaterial Subsidiary

affected by any event or circumstances referred to in any such clause unless the Consolidated Total Assets of such Subsidiary together

with the Consolidated Total Assets of all other Subsidiaries affected by such event or circumstance referred to in such clause, shall

exceed 5% of the Consolidated Total Assets of the Parent Borrower and its Restricted Subsidiaries on a consolidated basis.

SECTION 8.04 Application

of Funds. If the circumstances described in Section 2.12(g) have occurred, or after the exercise of remedies provided for in

Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically

been required to be Cash Collateralized or Backstopped as set forth in the proviso to Section 8.02), including in any bankruptcy

or insolvency proceeding, any amounts received on account of the Obligations shall be applied by the Administrative Agent, subject to

any Acceptable Intercreditor Agreement then in effect, in the following order:

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First, to payment

of that portion of the Loan Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest,

but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative

Agent and Collateral Agent in its capacity as such;

Second, to payment

of the Loan Obligations constituting accrued and unpaid interest on any Protective Advances that may be outstanding, ratably among the

Lenders in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment

of that portion of the Loan Obligations constituting unpaid principal of any Protective Advances, ratably among the Lenders in proportion

to the respective amounts described in this clause Third payable to them;

Fourth, to payment

of that portion of the Loan Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to

the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among

them in proportion to the amounts described in this clause Fourth payable to them;

Fifth, to payment

of (x) that portion of the Loan Obligations constituting accrued and unpaid interest (including, but not limited to, post-petition interest)

and (y) any fees, premiums and scheduled periodic payments due in respect of Pari Passu Hedge Obligations, ratably among the Secured Parties

in proportion to the respective amounts described in this clause Fifth payable to them;

Sixth, to payment

of (x) that portion of the Loan Obligations constituting unpaid principal, Unreimbursed Amounts or face amounts of the Loans (including

Swingline Loans) or L/C Borrowings; and (y) any breakage, termination or other payments under Pari Passu Hedge Obligations; and for the

account of the L/C Issuers, to Cash Collateralize or Backstop that portion of L/C Obligations comprised of the aggregate undrawn amount

of Letters of Credit, ratably among the Secured Parties in proportion to the respective amounts described in this clause Sixth

held by them;

Seventh, to the payment

of all other Obligations (including Obligations in respect of Secured Hedge Agreements (other than Pari Passu Hedge Obligations) and Cash

Management Obligations) that are due and payable to the Administrative Agent, the Collateral Agent and the other Secured Parties on such

date, ratably among the Secured Parties in proportion to the respective amounts described in this clause Sixth held by them; and

Last, the balance,

if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.

Subject to Section 2.03(c),

amounts used to Cash Collateralize or Backstop the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above

shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after

all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any,

in the order set forth above and, if no Obligations remain outstanding, to the Borrowers.

Notwithstanding the foregoing,

(a) amounts received from the Borrowers or any Guarantor that is not a “Eligible Contract Participant” (as defined in the

Commodity Exchange Act) shall not be applied to the obligations that are Excluded Swap Obligations (it being understood, that in the event

that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause (a), to the extent permitted

by applicable law, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to

clause Fourth above from amounts received from “Eligible Contract Participants” to ensure, as nearly as possible, that

the proportional aggregate recoveries with respect to obligations described in clause Fourth above by the holders of any Excluded

Swap Obligations are the same as the proportional aggregate recoveries with respect to other obligations pursuant to clause Fourth

above) and (b) Cash Management Obligations and Secured Hedge Agreements shall be excluded from the application described above if the

Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent

may request, from the applicable Cash Management Bank or Hedge Bank, as applicable. Each Cash Management Bank and Hedge Bank not a party

to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged

and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates

as if a “Lender” party hereto.

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SECTION 8.05 Right to

Cure.

(a) Notwithstanding anything

to the contrary contained in Section 8.01(b), in the event that the Parent Borrower fails to comply with the Financial Covenant,

from the last day of the Test Period until the expiration of the fifteenth Business Day after the date on which financial statements with

respect to the Test Period in which such covenant is being measured are required to be delivered pursuant to Section 6.01, the

Parent Borrower may designate any direct equity investment in the Parent Borrower in cash in the form of common Equity Interests (or other

Qualified Equity Interests of the Parent Borrower reasonably acceptable to the Administrative Agent) made during the Test Period until

the end of such time period as a Cure Amount (the “Cure Right”), and upon the receipt by the Parent Borrower of net

cash proceeds corresponding to the exercise of the Cure Right (the “Cure Amount”), the Financial Covenant shall be

recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount;

provided that (x) such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence

of a Default or an Event of Default under the Financial Covenant with respect to any Test Period that includes the fiscal quarter for

which such Cure Right was exercised and not for any other purpose under any Loan Document (including, without limitation, for purposes

of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII)

for the quarter with respect to which such Cure Right was exercised and (y) there shall be no reduction in Indebtedness in connection

with any Cure Amounts for determining compliance with Section 7.09 and no Cure Amounts will reduce (or count towards) the First

Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio for purposes of any calculation thereof, in each case, for

the fiscal quarter with respect to which such Cure Right was exercised, except that with respect to fiscal quarters thereafter, such reduction

may apply but only to the extent the proceeds are actually applied to prepay Indebtedness pursuant to Section 2.05(a).

(b) If, after the exercise

of the Cure Right and the recalculations pursuant to clause (a) above, the Parent Borrower shall then be in compliance with the

requirements of the Financial Covenant during such Test Period (including for purposes of Section 4.02), the Parent Borrower shall

be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as

though there had been no failure to comply therewith at such date, and the applicable Default or Event of Default under Section 8.01

that had occurred shall be deemed cured; provided that (i) the Cure Right may be exercised on no more than five (5) occasions,

(ii) in each four consecutive fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Cure Right is

exercised and (iii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause

the Parent Borrower to be in compliance with the Financial Covenant.

in this Agreement to the contrary, following the delivery by the Parent Borrower of a written notice to the Administrative Agent of its

intent to exercise the Cure Right (x) the Lenders shall not be permitted to exercise any rights then available as a result of an Event

of Default under this Article VIII on the basis of a breach of the Financial Covenant so as to enable the consummation of the Cure

Right as permitted under this Section 8.05 and (y) the Lenders shall not be required to make any Credit Extension and the L/C Issuers

shall not be required to make any L/C Credit Extension unless and until the Parent Borrower has received the Cure Amount required to cause

the Parent Borrower to be in compliance with the Financial Covenant.

SECTION 8.06 Change of

Control. Notwithstanding the definition of a Change of Control:

(a) a transaction will not

be deemed to involve a Change of Control solely as a result of the Parent Borrower becoming a direct or indirect Wholly-Owned Subsidiary

of a holding company if:

(i) (A) the direct or indirect

holders of the voting Equity Interests of such holding company immediately following that transaction are substantially the same as the

holders of the Parent Borrower’s voting Equity Interests immediately prior to that transaction or (B) immediately following that

transaction no Person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or

indirectly, of more than fifty percent (50%) of the voting Equity Interests of such holding company; and

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(ii) in the case of the direct

parent of the Parent Borrower that becomes such a holding company (“Holdings”), (A) the Administrative Agent shall

have received all documentation and other information about Holdings that is required by regulatory authorities under applicable “know

your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, (B) Holdings shall

be an entity organized or existing under the Laws of the United States, any state thereof or the District of Columbia, (C) on or prior

to the consummation of such transaction, (1) Holdings and the Parent Borrower shall enter into an amendment to this Agreement to add a

passive holdings covenant substantially in the form of Exhibit M hereto and to effect an accession of Holdings as a Loan Party party to

this Agreement (which amendment shall only require the consent of only the Administrative Agent notwithstanding anything to the contrary

contained in Section 10.01) and (2) Holdings shall enter into a Guaranty and shall cause such agreements, amendments, supplements,

stock certificates or other instruments to be executed, delivered, filed and recorded (and deliver a copy of same to the Administrative

Agent and Collateral Agent) in such jurisdictions as may be required by applicable law to create and perfect the Lien of the Collateral

Agent on all of the Equity Interests issued by the Parent Borrower and all other Collateral owned by Holdings, together with such financing

statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing

statement under the UCC of the relevant states; and

(b) the right to acquire

voting Equity Interests (so long as such Person does not have the right to direct the voting of the voting Equity Interests subject to

such right) or any veto power in connection with the acquisition or disposition of voting Equity Interests will not cause a party to be

a beneficial owner.

ARTICLE IX

Administrative Agent and Other Agents

SECTION 9.01 Appointment

and Authorization of Agents.

(a) Each Lender and each

L/C Issuer hereby irrevocably appoints, designates and authorizes the Administrative Agent and Collateral Agent to take such action on

its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as

are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental

thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent

and Collateral Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent

and Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions,

responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against

the Administrative Agent and Collateral Agent, regardless of whether a Default or Event of Default has occurred and is continuing. Without

limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with

reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine

of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative

relationship between independent contracting parties. The provisions of this Article IX are solely for the benefit of, and among

the Administrative Agent, the Collateral Agent, the Lenders and each L/C Issuer, and neither the Parent Borrower nor any other Loan Party

shall be bound by or have rights as a third party beneficiary of any such provisions (except to the extent such rights are set forth herein,

including with respect to such rights in Section 9.09).

(b) Each L/C Issuer shall

act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such

L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts

taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the

applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as

used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such

acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

L/C Issuer hereby irrevocably appoints, designates and authorizes DBNY to act as the “collateral agent” under the Loan Documents,

and each of the Lenders (in its capacities as a Lender, Swingline Lender, L/C Issuer (if applicable) and a potential Hedge Bank or Cash

Management Bank) and each L/C Issuer hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold

any security interest, charge or other Lien created by the Collateral Documents for and on behalf of or on trust for) such Lender and

such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to

secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the

Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02

for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for

exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions

of this Article IX (including Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral

agent” under the Loan Documents) and Article X as if set forth in full herein with respect thereto.

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SECTION 9.02 Delegation

of Duties. The Administrative Agent and the Collateral Agent may perform any and all of their duties and exercise their rights and

powers under this Agreement or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative

Agent and/or the Collateral Agent. The Administrative Agent, the Collateral Agent and any such sub-agent may perform any and all of its

duties and exercise its rights and powers under this Agreement or any other Loan Document (including for purposes of holding or enforcing

any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder)

by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Article (including this Section

9.02 and Sections 9.03 and 9.07) and Section 10.05 shall apply to any Affiliates of the Administrative Agent

and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well

as activities as the Administrative Agent and the Collateral Agent. All of the rights, benefits, and privileges (including the exculpatory

and indemnification provisions) of this Article (including this Section 9.02 and Sections 9.03 and 9.07) and Section

10.05 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities

as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each

sub-agent appointed by the Administrative Agent and/or the Collateral Agent, (i) such sub-agent shall be a third party beneficiary under

this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and

shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights,

benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other

Person, against any or all of Loan Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and

rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only

have obligations to the Administrative Agent or the Collateral Agent and not to any Loan Party, Lender or any other Person and no Loan

Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such

sub-agent.

SECTION 9.03 Liability

of Agents. No Agent-Related Person shall (a) be liable to any Lender for any action taken or omitted to be taken by any of them under

or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby, including their respective activities

in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent and/or the

Collateral Agent (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent

jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant

for (or shall have any duty to ascertain or inquire into) (A) any recital, statement, representation or warranty made by any Loan Party

or any officer thereof, contained herein or in any other Loan Document, or made in any written or oral statements or in any financial

or other statements or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative

Agent and/or the Collateral Agent under or in connection with, this Agreement or any other Loan Document, (B) the validity, effectiveness,

genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or

security interest created or purported to be created under the Collateral Documents, (C) the financial condition or business affairs of

any Loan Party or any other Person liable for the payment of any Obligations or (D) the value or the sufficiency of any Collateral or

the satisfaction of any condition set forth in Article IV or elsewhere herein or that the Liens granted to the Collateral Agent

have been properly or sufficiently created, perfected, protected, enforced or entitled to any particular priority, other than to confirm

receipt of items expressly required to be delivered to the Administrative Agent and/or the Collateral Agent, or for any failure of any

Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. Anything contained herein to the

contrary notwithstanding, no Agent-Related Person shall have any liability arising from confirmations of the amount of outstanding Loans

or the L/C Obligations or the component amounts thereof or shall be under any obligation to any Lender or participant to ascertain or

to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan

Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. No Agent shall have any duty to take

any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or

by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number

or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent

shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that

is contrary to any Loan Document or applicable Law. No Agent shall be liable for any action taken or not taken by it with the consent

or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein

or in the other Loan Documents), or in the absence of its own gross negligence or willful misconduct. The exculpatory provisions of this

Article shall apply to any such Affiliates, agents, employees or attorneys-in-fact, such sub-agents, and their respective activities in

connection with the syndication of credit facilities provided for herein as well as activities of the Administrative Agent and/or the

Collateral Agent.

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SECTION 9.04 Reliance

by Agents.

(a) Each Agent shall be entitled

to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, request,

consent, certificate, instrument, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement

or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person

or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts

selected by such Agent and shall not incur any liability for relying thereon. Each Agent shall be fully justified in failing or refusing

to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems

appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and

expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully

protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent

of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any

action taken or failure to act pursuant thereto shall be binding upon all the Lenders. Without prejudice to the generality of the foregoing,

(i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed

by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall

be protected in relying on opinions and judgments of attorneys (who may be attorneys for the Parent Borrower and its Subsidiaries), accountants,

experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent

as a result of such Agent acting or (where so instructed) refraining from acting hereunder or under any of the other Loan Documents in

accordance with the instructions of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any

instance).

(b) For purposes of determining

compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented

to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by

or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed

Closing Date specifying its objection thereto. In determining compliance with any condition hereunder to the making of a Loan, or the

issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative

Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received

notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.

SECTION 9.05 Notice of

Default. None of the Administrative Agent or the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of

any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative

Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Parent Borrower

referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative

Agent will notify the Lenders of its receipt of any such notice. Subject to the other provisions of this Article IX, the Administrative

Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article

VIII; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may

(but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall

deem advisable or in the best interest of the Lenders.

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SECTION 9.06 Credit Decision;

Disclosure of Information by Agents. Each Lender and each L/C Issuer acknowledges that no Agent-Related Person has made any representation

or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of

the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related

Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession.

Each Lender and each L/C Issuer represents to each Agent that it has, independently and without reliance upon any Agent-Related Person

and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business,

prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries,

and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter

into this Agreement and to extend credit to Borrowers and the other Loan Parties hereunder. Each Lender and each L/C Issuer also represents

that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall

deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under

this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business,

prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Loan Parties. Except

for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have

any duty or responsibility to provide (and shall not be liable for the failure to provide) any Lender with any credit or other information

concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties

or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

SECTION 9.07 Indemnification

of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related

Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so),

pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it in its capacity

as an Agent-Related Person; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion

of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined

by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of

the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to

constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation

or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation

or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative

Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred

by the Administrative Agent and the Collateral Agent in connection with the preparation, execution, delivery, administration, modification,

amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities

under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative

Agent or the Collateral Agent is not reimbursed for such expenses by or on behalf of the Borrowers, provided that such reimbursement

by the Lenders shall not affect the Borrowers’ continuing reimbursement obligations with respect thereto, if any. The undertaking

in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Loan Obligations and the

resignation of the Administrative Agent or the Collateral Agent.

SECTION 9.08 Agents in

their Individual Capacities. DBNY and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits

from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business

with each of the Loan Parties and their respective Affiliates as though DBNY were not the Administrative Agent and the Collateral Agent

hereunder and without notice to or consent of (nor any duty to accept therefor to) the Lenders. The Lenders acknowledge that, pursuant

to such activities, DBNY or its Affiliates may receive information regarding any Loan Party or any Affiliate of a Loan Party (including

information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the

Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, DBNY shall have the

same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative

Agent or the Collateral Agent, and the terms “Lender” and “Lenders” include DBNY in its individual capacity.

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SECTION 9.09 Successor

Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable,

upon thirty (30) days’ notice to the Lenders and the Parent Borrower. If the Administrative Agent or the Collateral Agent resigns

under this Agreement, the Required Lenders shall appoint a successor, which shall be a bank with an office in the United States, or an

Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall require the consent of the

Parent Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which

consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective

date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral

Agent, as applicable, may appoint, after consulting with the Lenders and the Parent Borrower, a successor agent meeting the qualifications

set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor

agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative

Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable,

shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral

Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring

Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative

Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral

Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions

of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted

to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor

agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the

retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless

thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable,

hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of

any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring

Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the

acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the

execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages,

and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to

(a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the

Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the

rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the

retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and

obligations under the Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent or the successor Collateral

Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the

retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the

provisions of this Article and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative

Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken

by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent

and/or Collateral Agent, as applicable.

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SECTION 9.10 Administrative

Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,

reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent

(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration

or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered,

by intervention in such proceeding or otherwise:

(a) to file and prove a claim

for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations

that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders,

the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances

of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders,

the L/C Issuer and the Administrative Agent under Section 2.09 and Section 10.04) allowed in such judicial proceeding; and

(b) to collect and receive

any monies or other property payable or deliverable on any such claims and to distribute the same; and

assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender

and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to

the making of such payments directly to the Lenders or the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable

compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to

the Administrative Agent under Section 2.09 and Section 10.04.

Nothing contained herein

shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C

Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the

L/C Issuer or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

The Secured Parties hereby

irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations

(including accepting some or all of the Collateral in satisfaction of some or all of the secured Obligations pursuant to a deed in lieu

of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion

of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under

Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan

Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or

at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection

with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on

a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets

on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent

claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments

of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative

Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance

of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle

or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote

of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by

the Required Lenders contained in clauses (a) through (h) of Section 10.01 of this Agreement, (iii) the Administrative Agent shall

be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of

the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition

vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle

to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire

Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition

vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned

to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations

that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition

vehicle to take any further action.

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SECTION 9.11 Collateral

and Guaranty Matters. The Lenders and the L/C Issuer and each other Secured Party irrevocably agrees that:

(a) any Lien on any property

granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon

termination of the Aggregate Commitments and payment in full of all Loan Obligations (other than contingent indemnification obligations

not yet accrued and payable), the expiration or termination of all Letters of Credit with no pending drawings (other than Letters of Credit

that have been Cash Collateralized or Backstopped or as to which other arrangements reasonably satisfactory to the Administrative Agent

and the applicable L/C Issuer have been made) and any other obligation (including a guarantee) that is contingent in nature), (ii) at

the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted

hereunder or under any other Loan Document to any Person other than any other Loan Party, (iii) subject to Section 10.01, if the

release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien

is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below and/or

(v) if the property subject to such Lien becomes Excluded Property;

(b) the Collateral Agent

is authorized to (and each Secured Party irrevocably requires the Administrative Agent to promptly) release or subordinate any Lien on

any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien

on such property that is permitted by Section 7.01(e), 7.01(f), 7.01(g), 7.01(i), 7.01(m), 7.01(o),

7.01(p), 7.01(q), 7.01(t), 7.01(v), 7.01(w) (as it relates to Section 7.01(i) and 7.01(o)),

7.01(aa) (to the extent the relevant Lien is of the type to which the Lien of the Collateral Agent is otherwise subordinated under

this clause (b) pursuant to any of the other exceptions to Section 7.01 that are expressly included in this clause (c)), and/or

7.01(oo); provided, that the subordination of any Lien on any property granted to or held by the Collateral Agent shall

only occur with respect to any Lien on such property that is permitted by Sections 7.01(i), 7.01(q), 7.01(aa), and/or

7.01(oo) to the extent that the Lien of the Collateral Agent with respect to such property is required to be subordinated to the

relevant Permitted Lien in accordance with the documentation governing the Indebtedness that is secured by such Permitted Lien; and

or Subsidiary Borrower becomes an Excluded Subsidiary (other than any Excluded Subsidiary the Parent Borrower elects to maintain as a

Subsidiary Guarantor or Subsidiary Borrower) or is transferred to any Person other than the Parent Borrower or a Restricted Subsidiary,

in each case as a result of a transaction or designation permitted hereunder (as certified in writing delivered to the Administrative

Agent by a Responsible Officer), (x) such Subsidiary shall be automatically released from its obligations under the Guaranty and obligations

as a borrower hereunder and (y) any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary (to the extent

such Equity Interests have become Excluded Equity or are being transferred to a Person that is not a Loan Party) shall be automatically

released provided that (i) no such release shall occur if (x) the Borrower is releasing a Subsidiary Borrower in connection with

a simultaneous designation of such Subsidiary Borrower as a Subsidiary Guarantor and/or (y) any such Subsidiary Guarantor or Subsidiary

Borrower continues to be a guarantor in respect of any Senior Secured Notes or any Permitted Refinancing thereof, the Term/Revolver Facility

or any Permitted Refinancing thereof or any Junior Debt unless and until such Subsidiary Guarantor or Subsidiary Borrower is (or is being

simultaneously) released from its guarantee with respect to such Indebtedness, (ii)(A) solely in the case of any election to maintain

a Non-U.S. Discretionary Guarantor as a Subsidiary Guarantor, consent of the Administrative Agent shall be required prior to such election,

such consent not to be unreasonably withheld, delayed or conditioned (it being understood that such consent may be withheld if the Administrative

Agent reasonably determines that such Non-U.S. Discretionary Guarantor is organized under the laws of a jurisdiction (1) where the amount

and enforceability of the contemplated guarantee that may be entered into by a Person organized in the relevant jurisdiction is materially

and adversely limited by applicable law or contractual limitations, (2) where the security interests (and the enforceability thereof)

that may be granted with respect to assets (or various classes of assets) located in the relevant jurisdiction are materially and adversely

limited by applicable law or (3) that is not a member of the Organization for Economic Cooperation and Development or is the target of

any Sanctions; provided, that no such consent shall be required for the Borrower’s election to maintain an Excluded Subsidiary

as a Subsidiary Guarantor if such Excluded Subsidiary was already a Guarantor and has not changed its jurisdiction of organization and/or

is organized under the laws of the United States, Canada, the United Kingdom, Ireland the Netherlands and Luxembourg) and (B) unless previously

provided with respect to such Non-U.S. Discretionary Guarantor, the Administrative Agent shall have received at least two Business Days

prior to such election all documentation and other information in respect of such Excluded Subsidiary as has been reasonably requested

by the Administrative Agent in writing that is required by regulatory authorities under applicable “know your customer” and

anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (and, upon any request made by a Lender

to the Administrative Agent, the Administrative Agent will provide the Lenders with all such information made available to it in accordance

with, and subject to, the provisions of this Agreement), (iii) the release of any Subsidiary Guarantor or Subsidiary Borrower from its

obligations under the Loan Documents solely as a result of such Subsidiary Guarantor or Subsidiary Borrower becoming an Excluded Subsidiary

of the type described in clause (l) of the definition thereof shall only be permitted if, at the time such Subsidiary Guarantor

or Subsidiary Borrower becomes such an Excluded Subsidiary, (A) no Specified Event of Default has occurred and is continuing, (B) Excess

Availability would be no less than $0 immediately after giving effect thereto and (C) such Subsidiary Guarantor or Subsidiary Borrower

so becomes such an Excluded Subsidiary as a result of a joint venture or other strategic transaction permitted hereunder entered into

for a bona fide operating business purpose.

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Upon request by the Administrative

Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest

in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section

9.11. In each case as specified in this Section 9.11, the Administrative Agent and Collateral Agent will promptly (and each

Lender irrevocably authorizes the Administrative Agent and Collateral Agent to), at the Borrowers’ expense, execute and deliver

to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such

item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such

Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section

9.11; provided that, upon the reasonable request by the Administrative Agent, the Parent Borrower shall deliver to the Administrative

Agent a certificate of a Responsible Officer certifying that the transactions giving rise to such request have been consummated in accordance

with this Agreement and the other Loan Documents. Any such certificate delivered by the Parent Borrower in accordance with this Section

9.11 shall be conclusive and binding. Each Secured Party irrevocably authorizes and directs the Administrative Agent to rely on any such

certificate without independent investigation and release its interests in any Collateral or release any Subsidiary Guarantor from its

obligations under the Loan Documents (including, in each case of the foregoing, by filing applicable termination statements and/or returning

pledged Collateral); it being acknowledged and agreed by each Secured Party that the Administrative Agent, in its capacity as such, shall

have no liability with respect to relying on such certificate and taking actions to evidence such release.

Anything contained in any

of the Loan Documents to the contrary notwithstanding, the Parent Borrower, the Administrative Agent, the Collateral Agent and each Secured

Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral (including through

any right of set-off) or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under

any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit

of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents

may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii)

in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private

sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy

Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii)

or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition

and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective

individual capacities) shall be entitled, upon instructions from the Required Lenders, for the purpose of bidding and making settlement

or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of

the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other

disposition.

The Collateral Agent shall

not be responsible for or have a duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection

with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or

thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms

or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness

of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set

forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative

Agent.

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SECTION 9.12 Other Agents;

Arrangers and Managers. None of the Lenders, the Agents, the Lead Arranger, or other Persons identified on the facing page or signature

pages of this Agreement as a “joint lead arranger and bookrunner,” “co-arranger, “ or “co-documentation

agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable

to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to

have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders

or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

SECTION 9.13 Appointment of Supplemental

Administrative Agents.

(a) It is the purpose of

this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the

right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in

case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the

Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise

any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable

or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution

selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent,

administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually

as a “Supplemental Administrative Agent” and, collectively, as “Supplemental Administrative Agents”).

(b) In the event that the

Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege

or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the

Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the

extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges

with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained

in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and

be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article

IX and of Section 10.04 and Section 10.05 that refer to the Administrative Agent shall inure to the benefit of such

Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative

Agent and/or such Supplemental Administrative Agent, as the context may require.

in writing from any Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more

fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Parent Borrower shall, or shall

cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent.

In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all

the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and

be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.

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SECTION 9.14 Withholding

Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent), the Administrative Agent

may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax.

If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold

Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or

was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the

exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent

fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions

to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred,

whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount

of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender

hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement

or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section

9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement

of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance

of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section

9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.

SECTION 9.15 Cash Management Obligations;

Secured Hedge Agreements. Except as otherwise expressly set forth herein or in any Collateral Document, no Cash Management Bank or

Hedge Bank that obtains the benefits of Section 8.04, any Guaranty or any Collateral by virtue of the provisions hereof or of any

Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any

other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its

capacity as a Lender (if applicable) and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any

other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or

that other satisfactory arrangements have been made with respect to, Cash Management Obligations or Obligations arising under Secured

Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation

as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash

Management Bank or Hedge Bank shall indemnify and hold harmless each Agent and each of its directors, officers, employees, or agents,

to the extent not reimbursed by the Loan Parties, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,

suits, costs, expenses and disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such

Agent or its directors, officers, employees, or agents in connection with such provider’s Cash Management Obligations or Obligations

arising under Secured Hedge Agreements; provided, however, that no Cash Management Bank or Hedge Bank shall be liable for

any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements

resulting from such Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent

jurisdiction. No Cash Management Bank or Hedge Bank will create (or be deemed to create) in favor of any such provider, as applicable,

any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Loan Documents.

By accepting the benefits of the Collateral, each such Cash Management Bank or Hedge Bank shall be deemed to have appointed the Collateral

Agent as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the limitations set forth in this Section

9.15.

SECTION 9.16 [Reserved].

SECTION 9.17 Certain ERISA

Matters.

(a) Each Lender (x) represents

and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender

party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and not, for the

avoidance of doubt, to or for the benefit of the Parent Borrower or any other Loan Party, that at least one of the following is and will

be true:

(i) such Lender is not using

“plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such

Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments

or this Agreement,

(ii) the transaction exemption

set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional

asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class

exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions

involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers),

is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the

Letters of Credit, the Commitments and this Agreement,

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(iii) (A) such Lender is

an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such

Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and

perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration

of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections

(b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE

84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans,

the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation,

warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either

(1) subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided

another representation, warranty and covenant in accordance with subclause (iv) in the immediately preceding clause (a),

such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from

the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the

Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Parent Borrower or any other Loan Party, that the

Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation

in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection

with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related

hereto or thereto).

SECTION 9.18 Erroneous

Payments.

(a) If the Administrative

Agent (x) notifies a Lender, L/C Issuer, or any Person who has received funds on behalf of a Lender or L/C Issuer (any such Lender, L/C

Issuer or other recipient (and each of their respective successors and assigns), but in any event excluding the Loan Parties and their

Affiliates, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after

receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent)

received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to,

or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, L/C Issuer or other Payment

Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest,

fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands the return of such

Erroneous Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter (or such

later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount

of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received),

together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including

the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative

Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with

banking industry rules on interbank compensation from time to time in effect. Each Lender hereby agrees to the extent permitted by applicable

law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off

or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including

without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent

to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting

immediately preceding clause (a), each Payment Recipient agrees that if it receives a payment, prepayment or repayment (whether received

as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of

its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of

payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment

or repayment or (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent

(or any of its Affiliates), it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender

agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender

shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly,

but in no event later than one Business Day thereafter (or such later date as the Administrative Agent, may, in its sole discretion, specify

in writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made

in same day funds, together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect

of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid

to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with

banking industry rules on interbank compensation from time to time in effect.

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For the avoidance of doubt,

the failure to deliver a notice to the Administrative Agent pursuant to this Section 9.18(b) shall not have any effect on a Payment Recipient’s

obligations pursuant to Section 9.18(a) or on whether or not an Erroneous Payment has been made.

Borrower and each other Loan Party hereby agrees that (x), in the event that an Erroneous Payment (or portion thereof) is not recovered

from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall

be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds

on behalf of a Lender or L/C Issuer, to the rights and interests of such Lender or L/C Issuer, as the case may be) under the Loan Documents

with respect to such amount (the “Erroneous Payment Subrogation Rights”) and (y) an Erroneous Payment shall not pay, prepay,

repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this Section 9.18(c)

shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date

for), the Obligations of the Borrowers relative to the amount (or timing for payment) of the Obligations that would have been payable

had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately

preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such

Erroneous Payment that is, comprised of funds received by the Administrative Agent from any Loan Party for the purpose of making a payment

in respect of the Obligations or from proceeds of Collateral to be applied to the Obligations.

(d) Each party’s

obligations, agreements and waivers under this Section 9.18 shall survive the resignation or replacement of the Administrative Agent,

any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the applicable Commitments

or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(e) Notwithstanding

anything to the contrary in this Section 9.18, this Section 9.18 shall not create any obligations or liabilities or alter or change any

obligations, liabilities or responsibilities of any Loan Party under any other provision of this Agreement or the other Loan Documents.

ARTICLE X

Miscellaneous

SECTION 10.01 Amendments,

Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan

Document, and no consent to any departure by the Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed

by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective

only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent

shall:

(a) extend or increase the

Commitment of any Lender without the written consent of each Lender directly and adversely affected thereby (but not the Required Lenders)

(it being understood that the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute

an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled

for, or reduce the amount of, any payment of principal or interest under Section 2.07 or Section 2.08, fees or other amounts

without the written consent of each Lender directly and adversely affected thereby (but not the Required Lenders);

of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to

this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of

each Lender directly and adversely affected thereby (but not the Required Lenders), it being understood that any change to the definition

of any financial ratio (including Average Excess Availability, the Fixed Charge Coverage Ratio, the First Lien Leverage Ratio, the Secured

Leverage Ratio, the Total Leverage Ratio and/or the Interest Coverage Ratio) or in each case, the component definitions thereof shall

not constitute a reduction in the rate of interest or fees or other amounts payable; provided that only the consent of the Required

Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest

at the Default Rate;

(d) change any provision

of this Section 10.01 or the definition of “Required Lenders”, “Supermajority Lenders” or any other provision

specifying the number of Lenders or portion of Loans or Commitments required to take any action under the Loan Documents without the written

consent of each Lender directly and adversely affected thereby;

(e) release all or substantially

all of the Collateral in any transaction or series of related transactions except as expressly provided in the Loan Documents (including

any transaction permitted under Section 7.04 and/or Section 7.05), without the written consent of each Lender;

(f) release all or substantially

all of the value of the Guarantees in any transaction or series of related transactions except as expressly provided in the Loan Documents

(including any transaction permitted under Section 7.04 or Section 7.05), without the written consent of each Lender;

(g) solely to the extent

such change would alter the ratable sharing of payments, change any provision of Section 2.13 or Section 8.04 without the

written consent of each Lender directly and adversely affected thereby;

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(h) change the stated currency

in which any Lender or L/C Issuer is required to make Loans or issue Letters of Credit or the Borrowers is required to make payments of

principal, interest, fees or other amounts hereunder or under any other Loan Document without the written consent of each Lender and L/C

Issuer directly and adversely affected thereby (but not the Required Lenders);

(i) change the definition

of Borrowing Base or any component definition thereof in a manner that would result in an increased borrowing availability without the

consent of the Supermajority Lenders (provided that the foregoing shall not impair the ability of the Administrative Agent to add, remove,

reduce or increase Availability Reserves against the Collateral included in the Borrowing Base in its Permitted Discretion); or

(j) contractually subordinate

in right of payment the Obligations or contractually subordinate the Liens granted to the Administrative Agent securing the Obligations

with respect to all or a material portion of the Collateral to any other Indebtedness for borrowed money, except (A) Indebtedness that

is permitted to be senior in right of payment to such Obligations and/or be secured by a Lien on the Collateral that is senior to such

lien under this Agreement as in Effect on the First Amendment Effective Date, (B) any “debtor in possession” facility or

(C) any other Indebtedness for borrowed money so long as the opportunity to participate in such Indebtedness is offered ratably (on substantially

the same terms, other than bona fide backstop, arrangement or similar fees and reimbursement of counsel fees and other expenses in connection

with the negotiation of the terms of such transaction) to each directly and adversely affected Lender (based on the amount of obligations

that are directly and adversely affected thereby held by each such Lender) at the time of the consummation of such transaction, without

the written consent of each Lender directly and adversely affected thereby; and provided further that (i) no amendment, waiver

or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties

of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by

it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required

above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless

in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees

or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iv) [reserved]; (v) Section

10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans

are being funded by an SPC at the time of such amendment, waiver or other modification; (vi) any amendment or waiver that by its terms

affects the rights or duties of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments

of any other Class) will require only the requisite percentage in interest of the affected Class of Lenders that would be required to

consent thereto if such Class of Lenders were the only Class of Lenders; (vii) the definition of “Letter of Credit Sublimit”

may be amended or rights and privileges thereunder waived with the consent of the Borrowers, each L/C Issuer, the Administrative Agent

and the Required Lenders; and (viii) an amendment described in Section 8.06 may be effected with the consent of the Borrowers,

Holdings and the Administrative Agent. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the

written consent of the Required Lenders, the Administrative Agent and the Borrowers (a) to add one or more additional credit facilities

to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in

respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Credit Loans and the

accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination

of the Required Lenders and, if applicable, the Required Lenders.

Notwithstanding anything

to the contrary contained in this Section 10.01, any guarantees, collateral security documents and related documents executed by

Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together

with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Parent Borrower

without the need to obtain the consent of any Lender if such amendment, supplement or waiver is delivered in order (i) to comply with

local Law or advice of local counsel, (ii) to correct or cure (x) ambiguities, errors, mistakes, omissions or defects, (y) to effect administrative

changes of a technical or immaterial nature or (iii) to cause such guarantee, collateral security document or other document to be consistent

with this Agreement and the other Loan Documents; it being agreed that in the case of any conflict between this Agreement and any other

Loan Document, the provisions of this Agreement shall control (except that in the case of any conflict between this Agreement and an Acceptable

Intercreditor Agreement, such Acceptable Intercreditor Agreement shall control). Furthermore, notwithstanding anything to the contrary

herein, with the consent of the Administrative Agent at the request of the Parent Borrower (without the need to obtain any consent of

any Lender), (i) any Loan Document may be amended to cure ambiguities, omissions, mistakes or defects, (ii) any Loan Document may be amended

to add terms that are favorable to the Lenders (as reasonably determined by the Administrative Agent), (iii) [reserved] and (iv)

this Agreement (and any other Loan Document) may be amended to the extent necessary or appropriate, in the opinion of the Administrative

Agent and the Parent Borrower, to effect the provisions of clause (h) of the “Collateral and Guarantee Requirement”.

SECTION 10.02 Notices

and Other Communications; Facsimile Copies.

(a) General. Unless

otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall

be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address,

facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone

shall be made to the applicable telephone number, as follows:

(i) if to the Borrowers,

the Administrative Agent, an L/C Issuer or the Swingline Lender to the address, facsimile number, electronic mail address or telephone

number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone

number as shall be designated by such party in a notice to the other parties; and

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(ii) if to any other Lender,

to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such

other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a written notice

to the Borrowers, the Administrative Agent, the L/C Issuers and the Swingline Lender.

All such notices and other communications shall

be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by

hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after

deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if

delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(b)), when delivered; provided

that notices and other communications to the Administrative Agent, the L/C Issuers and the Swingline Lender pursuant to Article II

shall not be effective until actually received by such Person during the person’s normal business hours. In no event shall a voice

mail message be effective as a notice, communication or confirmation hereunder.

(b) Electronic Communications.

Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication

(including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided

that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C

Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic

communication. The Administrative Agent or the Borrowers may, in their discretion, agree to accept notices and other communications to

it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may

be limited to particular notices or communications.

Unless the Administrative

Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s

receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,

return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal

business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next

Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received

upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification

that such notice or communication is available and identifying the website address therefor.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY

OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS

FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY

IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Agent-Related Persons

(collectively, the “Agent Parties”) have any liability to the Loan Parties, any Lender, any L/C Issuer or any other

Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowers’

or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims,

damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted

from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent

Party have any liability to any Loan Party, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential

or punitive damages (as opposed to direct or actual damages).

(d) Change of Address,

Etc. Each of the Borrowers, the Administrative Agent, any L/C Issuer and the Swingline Lender may change its address, telecopier or

telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its

address, facsimile or telephone number for notices and other communications hereunder by notice to the Parent Borrower, the Administrative

Agent, the L/C Issuers and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agents from time to time

to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and

electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore,

each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the non-”PUBLIC”

or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance

with such Public Lender’s compliance procedures and applicable Law, including United States federal and state securities Laws, to

make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform

and that may contain material non-public information with respect to the Parent Borrower or its securities for purposes of United States

federal or state securities laws.

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(e) Reliance by Administrative

Agent, L/C Issuers and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any

notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrowers even if (i) such notices were

not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein,

or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Administrative

Agent, the L/C Issuers, each Lender and the Agent-Related Parties of each of the foregoing from all losses, costs, expenses and liabilities

resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowers other than those arising

as a result of such Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction by a final

and non-appealable judgment).

(f) Notice to other Loan

Parties. The Borrowers agree that notices to be given to any other Loan Party under this Agreement or any other Loan Document may

be given to the Parent Borrower in accordance with the provisions of this Section 10.02 with the same effect as if given to such

other Loan Party in accordance with the terms hereunder or thereunder.

SECTION 10.03 No Waiver;

Cumulative Remedies. No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person

in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor

shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof

or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided

under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

SECTION 10.04 Attorney

Costs and Expenses. The Borrowers agree (a) to the extent the Closing Date occurs, to pay or reimburse the Administrative Agent, the

Lead Arrangers and the L/C Issuers for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the

syndication of the Revolving Credit Loans and the preparation, execution and delivery, administration, amendment, modification, waiver

and/or enforcement of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions

hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of one primary

counsel and one local counsel in each appropriate jurisdiction (which to the extent necessary, may include a single special counsel acting

for multiple jurisdictions) and (b) to pay or reimburse the Administrative Agent, the Lead Arrangers, each L/C Issuer and the Lenders

(taken as a whole) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any

rights or remedies under this Agreement or the other Loan Documents (including all fees, costs and expenses incurred in connection with

any workout or restructuring in respect of the Loans, all such fees, costs and expenses incurred during any legal proceeding, including

any proceeding under any Debtor Relief Law, and including all Attorney Costs of one firm of outside counsel to the Administrative Agent

(and one local counsel in each appropriate jurisdiction (which to the extent necessary may include a single special counsel acting for

multiple jurisdictions)) (and, in the case of an actual or reasonably perceived conflict of interest, where the Person(s) affected by

such conflict notifies the Parent Borrower of the existence of such conflict, one additional firm of counsel for all such affected Persons)).

The foregoing fees, costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related

thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04

shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section

10.04 shall be paid within ten (10) Business Days of receipt by the Parent Borrower of an invoice relating thereto setting forth such

expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or

under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

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SECTION 10.05 Indemnification

by the Borrowers. Whether or not the transactions contemplated hereby are consummated, the Borrowers shall indemnify and hold harmless

each Agent-Related Person, each Lender, each L/C Issuer, each Lead Arranger and their respective Affiliates, and the directors, officers,

employees, counsel, agents, advisors, and other representatives and the successors and permitted assigns of each of the foregoing (without

duplication)(collectively, the “Indemnitees”) from and against any and all losses, liabilities, damages and claims

(collectively, the “Losses”), and reasonable and documented or invoiced out-of-pocket fees and expenses (including

reasonable Attorney Costs of one primary firm of counsel for all Indemnitees and, if necessary, of a single firm of local counsel in each

appropriate jurisdiction (which to the extent necessary, may include a single special counsel acting for multiple jurisdictions) for all

Indemnitees (and, in the case of an actual or reasonably perceived conflict of interest, where the Indemnitee affected by such conflict

notifies the Parent Borrower of the existence of such conflict, one additional firm of counsel for all such affected Indemnitees)), but

no other third-party advisors without the Parent Borrower’s prior consent (not to be unreasonably withheld or delayed) of any such

Indemnitee arising out of, resulting from, or in connection with, any actual or threatened claim, litigation, investigation or proceeding

(including any inquiry or investigation) relating to this Agreement, the Transactions or any related transaction contemplated hereby or

thereby, the Facilities or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), regardless of whether

any such Indemnitee is a party thereto and whether or not such Proceedings are brought by the Borrowers, their Affiliates or creditors

or any other third party Person in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement,

performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions

contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the

use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of

Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c)

any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, under or from any property currently or

formerly owned or operated by the Borrowers, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way

to the Borrowers, any Subsidiary or any other Loan Party, or (d) any actual or threatened claim, litigation, investigation or proceeding

relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for,

or defense of any pending or threatened claim, investigation, litigation or proceeding) (all the foregoing, collectively, the “Indemnified

Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Losses

and related expenses resulted from (x) the willful misconduct or gross negligence of such Indemnitee (as determined by a court of competent

jurisdiction in a final and non-appealable decision), (y) a material breach of the Loan Documents by such Indemnitee (as determined by

a court of competent jurisdiction in a final and non-appealable decision) or (z) disputes solely between and among such Indemnitees to

the extent such disputes do not arise from any act or omission of the Borrowers or any of their Affiliates (other than, to the extent

such disputes do not arise from any act or omission of the Borrowers or any of their Affiliates, with respect to a claim against an Indemnitee

acting in its capacity as an Agent or Lead Arranger or similar role under the Loan Documents unless such claim arose from the exceptions

specified in clauses (x) and (y) (as determined by a court of competent jurisdiction in a final and non-appealable decision)).

No Indemnitee, nor any other party hereto shall be liable for any damages arising from the use by others of any information or other materials

obtained through IntraLinks or other similar information transmission systems in connection with this Agreement and, without in any way

limiting the indemnification obligations set forth above, no Indemnitee or Loan Party shall have any liability for any special, punitive,

indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection

herewith or therewith (whether before or after the Closing Date); provided that nothing contained in this sentence shall limit

the Borrowers’ indemnification and reimbursement obligations hereinabove to the extent such damages are included in any third-party

claim in connection with which an Indemnitee is otherwise entitled to indemnification or reimbursement hereunder. In the case of an investigation,

litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether

or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, managers, partners, stockholders or creditors

or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions

contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall

be paid within thirty days after demand therefor (together with reasonably detailed backup documentation supporting such reimbursement

request); provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final

judicial decision in a court of competent jurisdiction that such Indemnitee was not entitled to indemnification or contribution rights

with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall

survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Loan Documents, the termination

of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this

Section 10.05 shall not apply to Taxes other than Taxes that represent liabilities, obligations, losses, damages, etc., with respect

to a non-Tax claim.

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It is agreed that the Loan

Parties shall not be liable for any settlement of any Proceeding (or any expenses related thereto) effected without the Borrowers’

written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrowers’ written consent

or if there is a judgment by a court of competent jurisdiction in any such Proceeding, the Borrower agree to indemnify and hold harmless

each Indemnitee from and against any and all Losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by

reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 10.05.

The Borrowers shall not,

without the prior written consent of any Indemnitee (which consent shall not be unreasonably withheld or delayed, it being understood

that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i), (ii) and (iii)

of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity

could have been sought hereunder by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee in

form and substance reasonably satisfactory to such Indemnitee from all liability or claims that are the subject matter of such Proceeding,

(ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any

Indemnitee, and (iii) contains customary confidentiality provisions with respect to the terms of such settlement.

SECTION 10.06 Payments

Set Aside. To the extent that any payment by or on behalf of the Borrowers is made to any Agent, the L/C Issuer or any Lender, or

any Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof

is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered

into by such Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection

with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof

originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such

setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable

share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment

is made at a rate per annum equal to the Federal Funds Rate. The obligations of the Lenders and the L/C Issuer under clause (b)

of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

SECTION 10.07 Successors

and Assigns.

(a) The provisions of this

Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby,

except that, except as otherwise provided herein (including without limitation as permitted under Section 7.04), no Borrower may

not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender

may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation

in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the

restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other

attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be

construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants

to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable

right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions

set forth in paragraph (b)(ii) below, after the Closing Date with respect to any Facility, any Lender may assign to one or more

assignees (“Assignees”) that are Eligible Assignees all or a portion of its rights and obligations under this Agreement

in respect of such Facility (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b),

participations in L/C Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld

or delayed) of:

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(A) the Parent Borrower,

provided that, no consent of the Parent Borrower shall be required for an assignment (1) [reserved], (2) of any Revolving

Credit Loans and/or Revolving Credit Commitments to any other Revolving Credit Lender or any Affiliate of a Revolving Credit Lender or

(3) if a Specified Event of Default has occurred and is continuing, to any Assignee;

(B) the Administrative Agent;

and

Lender at the time of such assignment.

(ii) Assignments shall be

subject to the following additional conditions:

(A) except in the case of

an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning

Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment

(determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall

not be less than $5,000,000 unless the Parent Borrower and the Administrative Agent otherwise consents, provided that (1) no such

consent of the Parent Borrower shall be required if a Specified Event of Default has occurred and is continuing and (2) such amounts shall

be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment

shall execute and deliver to the Administrative Agent an Assignment and Assumption;

not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any documentation required by Section

3.01(f);

(D) the Assignee shall not

be a natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person),

Defaulting Lender, a Disqualified Lender, (other than as set forth in clause (F) below) any Loan Party or any of its Affiliates; provided

that the list of Disqualified Lenders shall be made available to the Lenders; and

(E) the Assignee shall not

be a Defaulting Lender; and

(F) in case of an assignment

to an Affiliated Lender (which may be an assignment of term loans under a FILO Tranche only), (1) no Revolving Credit Loans or Revolving

Credit Commitments shall be assigned to or held by any Affiliated Lender, (2) no proceeds of Revolving Credit Loans shall be used, directly

or indirectly, to consummate such assignment, (3) any Loans assigned to an Affiliated Lender shall be cancelled promptly upon such assignment,

(4) any purchases by Affiliated Lenders shall require that such Affiliated Lender clearly identify itself as an Affiliated Lender in any

Assignment and Assumption executed in connection with such purchases or sales and (5) no Affiliated Lender may purchase any Loans so long

as any Event of Default has occurred and is continuing.

and recording thereof by the Administrative Agent pursuant to Section 10.07(d) and receipt by the Administrative Agent from the

parties to each assignment of a processing and recordation fee of $3,500 (provided that the Administrative Agent may, in its sole

discretion, elect to waive such processing and recordation fee in the case of any assignment), from and after the effective date specified

in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest

assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender

thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this

Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under

this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits and obligations of Sections

3.01, 3.03, 3.04, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective

date of such assignment). Upon request, and the surrender by the assigning Lender of its Note (if any), the Borrowers (at their expense)

shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement

that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation

in such rights and obligations in accordance with Section 10.07(e). For greater certainty, any assignment by a Lender pursuant

to this Section 10.07 shall not in any way constitute or be deemed to constitute a novation, discharge, recession, extinguishment

or substitution of the existing Indebtedness and any Indebtedness so assigned shall continue to be the same obligation and not a new obligations.

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(d) The Administrative Agent,

acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at the Administrative Agent’s Office a

copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and

the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts),

L/C Borrowings, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). No assignment

shall be effective unless it has been recorded in the Register pursuant to this Section 10.07(d). The entries in the Register shall

be conclusive, absent demonstrable error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded

in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.

The Register shall be available for inspection by the Borrowers, any Agent and any Lender (with respect to its own interests only) at

any reasonable time and from time to time upon reasonable prior notice. For the avoidance of doubt, the parties intend and shall treat

the Loans (and any participation made pursuant to Section 10.07(e)) as being at all times maintained in “registered form”

within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. Notwithstanding the foregoing, in no event shall the Administrative

Agent be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender. The Borrowers agree that the Administrative

Agent, acting in its capacity as a non-fiduciary agent for purposes of maintaining the Register, and its officers, directors, employees,

agents, sub-agents and affiliates, shall constitute “Indemnitees” under Section 10.05 hereof.

(e) Any Lender may at any

time, without the consent of, or notice to, the Borrowers, the Administrative Agent or any other Person, sell participations to any Person

(other than a natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a

natural person), a Defaulting Lender or, so long as the Lender seeking to sell participations has requested and obtains a list of Disqualified

Lenders and the identity of the Disqualified Lenders is disclosed to such Lender on such list, to Disqualified Lenders) (each, a “Participant”)

in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment

and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided

that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible

to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents and the other Lenders shall continue

to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement

or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce

this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or

the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent

of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a), (b), (c),

(d), (e) or (f) that directly affects such Participant. Subject to Section 10.07(f), each Borrower agrees

that each Participant shall be entitled to the benefits of Sections 3.01, 3.03 and 3.04 (through the applicable Lender),

subject to the requirements and limitations of such Sections (including Section 3.01(f) and Sections 3.05 and 3.06),

to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b) (it being agreed

that any documentation required to be provided under Section 3.01(f) shall be provided solely to the participating Lender). To

the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were

a Lender; provided that such Participant complies with Section 2.13 as though it were a Lender. Any Lender that sells participations

and any Lender that grants a Loan to a SPC shall maintain a register on which it enters the name and the address of each Participant and/or

SPC and the principal and interest amounts of each Participant’s and/or SPC’s participation interest in the Commitments and/or

Loans (or other rights or obligations) held by it (the “Participant Register”). The entries in the Participant Register

shall be conclusive, absent demonstrable error, and the Borrowers and such Lender shall treat each person whose name is recorded in the

Participant Register as the owner of such participation interest or granted Loan as the owner thereof for all purposes notwithstanding

any notice to the contrary. Each Borrower agrees that the Administrative Agent, acting in its capacity as a non-fiduciary agent for purposes

of maintaining the Participant Register, and its officers, directors, employees, agents, sub-agents and affiliates, shall constitute “Indemnitees”

under Section 10.05 hereof. In maintaining the Participant Register, such Lender shall be acting as the non-fiduciary agent of

the Borrowers solely for purposes of applicable U.S. federal income tax law and undertakes no duty, responsibility or obligation to the

Borrowers (without limitation, in no event shall such Lender be a fiduciary of the Borrowers for any purpose). No Lender shall have any

obligation to disclose all or any portion of a Participant Register to any Person (including the identity of any Participant or any information

relating to a Participant’s interest in any commitments, loans, or its other obligations under this Agreement) except to the extent

that such disclosure is necessary to establish in connection with a Tax audit that such commitment, loan, or other obligation is in registered

form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the Proposed Treasury Regulations (or

any amended or successor version) or, if different, under Sections 871(h) or 881(c) of the Code.

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(f) A Participant shall not

be entitled to receive any greater payment under Section 3.01, 3.03 or 3.04 than the applicable Lender would have

been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant

is made with the Borrowers’ prior written consent or to the extent such entitlement to a greater payment results from a Change in

Law after the Participant became a Participant.

(g) Any Lender may at any

time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any)

to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or similar central

bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute

any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything

to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified

as such in writing from time to time by the Granting Lender to the Administrative Agent and the Parent Borrower (an “SPC”)

the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement;

provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan and (ii) if an SPC elects not to exercise

such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant

to the terms hereof. Each party hereto hereby agrees that (i) an SPC shall be entitled to the benefit of Sections 3.01, 3.03

and 3.04, subject to the requirements and limitations of such Sections (including Section 3.01(f) and Sections 3.05

and 3.06), to the same extent as if such SPC were a Lender, but neither the grant to any SPC nor the exercise by any SPC of such

option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including

its obligations under Section 3.01, 3.03 or 3.04) except to the extent any entitlement to greater amounts results

from a Change in Law after the grant to the SPC occurred, (ii) no SPC shall be liable for any indemnity or similar payment obligation

under this Agreement for which a Lender would be liable and such liability shall remain with the Granting Lender, and (iii) the Granting

Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document,

remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to

the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any

SPC may (i) with notice to, but without prior consent of the Parent Borrower and the Administrative Agent, assign all or any portion of

its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public

information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee Obligation

or credit or liquidity enhancement to such SPC.

(i) Notwithstanding anything

to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion

of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any

portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued,

by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender

in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of

its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the

Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or

otherwise.

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(j) Notwithstanding anything

to the contrary contained herein, any L/C Issuer and the Swingline Lender may, upon thirty (30) days’ notice to the Parent Borrower

and the Lenders, resign as an L/C Issuer or the Swingline Lender, as the case may be; provided that on or prior to the expiration

of such 30-day period with respect to such resignation, the relevant L/C Issuer or Swingline Lender, as the case may be, shall have identified,

in consultation with the Parent Borrower, a successor L/C Issuer or Swingline Lender, as the case may be, willing to accept its appointment

as successor L/C Issuer or Swingline Lender. In the event of any such resignation of an L/C Issuer or Swingline Lender, the Parent Borrower

shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swingline Lender, as

the case may be, hereunder; provided that no failure by the Parent Borrower to appoint any such successor shall affect the resignation

of the relevant L/C Issuer or Swingline Lender, as the case may be. If an L/C Issuer resigns as an L/C Issuer or the Swingline Lender

resigns as Swingline Lender, as the case may be, it shall retain all the rights and obligations of an L/C Issuer or Swingline Lender,

as applicable, hereunder with respect to all Letters of Credit or Swingline Loans (as the case may be) outstanding as of the effective

date of its resignation as an L/C Issuer or Swingline Lender, as the case may be, and all L/C Obligations with respect thereto and obligations

with respect to the Swingline Loans, as applicable (including, as applicable, the right to require the Lenders to make Base Rate Loans

or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) and the right to require the Lenders to make Base

Rate Loans or fund risk participations in the Swingline Loans pursuant to Section 2.04). Upon the appointment of a successor L/C

Issuer or Swingline Lender, as the case may be, (a) such successor shall succeed to and become vested with all of the rights, powers,

privileges an duties of the retiring L/C Issuer or Swingline Lender, as applicable, and (b) the successor L/C Issuer shall issue letters

of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory

to such L/C Issuer to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit.

(k) [Reserved].

(l) Disqualified Lenders.

(i) No assignment shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Date”) on which

the applicable Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement

to such Person (unless the Parent Borrower has consented to such assignment as otherwise contemplated by this Section 10.07 (without giving

effect to any deemed consent by the Parent Borrower), in which case such Person will not be considered a Disqualified Lender for the purpose

of such assignment). For the avoidance of doubt, with respect to any assignee that becomes a Disqualified Lender at any time after the

applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred

to in, the definition of “Disqualified Lender”), (x) such assignee shall not retroactively be disqualified from becoming a

Lender and (y) for purposes of assignments subsequent to such time, the execution by the Parent Borrower of an Assignment and Assumption

with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender. Any assignment

in violation of this clause (l)(i) shall not be void, but the other provisions of this clause (l) shall apply.

(ii) If any assignment is made to any Disqualified

Lender without the Parent Borrower’s prior consent in violation of clause (i) above, the Parent Borrower may, at its sole expense

and effort, upon notice to the applicable Disqualified Lender and the Administrative Agent, (A) terminate any Revolving Credit Commitment

of such Disqualified Lender and repay all obligations of the Parent Borrower owing to such Disqualified Lender in connection with such

Revolving Credit Commitment, (B) [reserved] and/or (C) require such Disqualified Lender to assign and delegate, without recourse

(in accordance with and subject to the restrictions contained in this Section 10.07), all of its interest, rights and obligations under

this Agreement and related Loan Documents to an Eligible Assignee that shall assume such obligations at the lesser of (x) the principal

amount thereof and (y) the amount that such Disqualified Lender paid to acquire such interests, rights and obligations, in each case plus

accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and other the other Loan Documents;

provided that (i) such assignment does not conflict with applicable Laws and (ii) such assignment shall be accompanied by any assignment

fee.

(iii) Notwithstanding anything to the contrary

contained in this Agreement, Disqualified Lenders (A) will not (x) have the right to receive information, reports or other materials provided

to Lenders by the Parent Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the

Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from

counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment,

waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake

any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Lender will be deemed

to have consented in the same proportion as the Lenders that are not Disqualified Lenders consented to such matter, and (y) for purposes

of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“Plan of Reorganization”),

each Disqualified Lender party hereto hereby agrees (1) not to vote on such Plan of Reorganization, (2) if such Disqualified Lender does

vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in

good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other

Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan

of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws)

and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction)

effectuating the foregoing clause (2).

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(iv) The Administrative Agent shall have the right

to provide the List of Disqualified Lenders to each Lender requesting the same.

Notwithstanding anything

in this Agreement or any other Loan Document to the contrary, the Administrative Agent, in its capacity as such, shall not be responsible

or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance by other parties with the provisions

of this Agreement relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent, in its

capacity as such, shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or prospective Lender is a Disqualified

Lender or (y) have any liability with respect to or arising out of any assignment of Loans, or disclosure of confidential information,

to any Disqualified Lender.

Notwithstanding anything

to the contrary in this Section, there shall be no restrictions on the ability of the Administrative Agent to make assignments pursuant

to the credit bidding provision in last paragraph of Section 9.10 and such assignment such be made without regard to (without limitation)

any transfer or assignment fee, any restrictions on Eligible Assignees or minimum assignment amounts.

SECTION 10.08 Confidentiality.

Each of the Agents (on behalf of themselves and any Agent Related Person), L/C Issuers and the Lenders agrees to maintain the confidentiality

of the Information and to not use or disclose such information, except that Information may be disclosed (a) to its Affiliates and their

respective directors, officers, employees, managers, administrators, limited partners, trustees, investment advisors and agents, including

accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed

of the confidential nature of such Information or who are subject to customary confidentiality obligations of professional practice or

who are bound by the terms of this paragraph (or language substantially similar to this paragraph)); (b) to the extent required or requested

by any Governmental Authority including any self-regulatory authority such as the National Association of Insurance Commissioners; provided

that, other than with respect to requests or requirements by such Governmental Authority pursuant to its oversight or supervisory function

over such Agent, L/C Issuer or Lender (or their affiliates) for purposes of clauses (b) or (h), such Agent, L/C Issuer

or Lender shall (i) give the applicable Loan Party written notice prior to disclosing the information to the extent permitted by such

requirement, (ii) cooperate with the Loan Party to obtain a protective order or similar confidential treatment (or, in the case of any

requests or requirements by a Governmental Authority pursuant to its oversight or supervisory function, inform such Governmental Authority

of the confidential nature of such information), and (iii) only disclose that portion of the Information as counsel for such Agent, L/C

Issuer or Lender advises such Person it must disclose pursuant to such requirement; (c) to the extent required by applicable Laws or

regulations, or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing

provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Parent Borrower),

to any pledgee referred to in Section 10.07(g) or 10.07(i), counterparty to a Swap Contract, Eligible Assignee of or Participant

in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement (it being understood

that the identity of Disqualified Lenders may be disclosed to any assignee or participant, or prospective assignee or participant), and

to the extent required by a potential or actual insurer or reinsurer or credit risk mitigation coverage under which payments are to be

made or may be made by reference to this Agreement; (f) with the written consent of the Parent Borrower; (g) to the extent such Information

(x) becomes publicly available other than as a result of a breach of this Section 10.08 or (y) is or was received by any Agent,

any Lender, any L/C Issuer or any of their respective Affiliates from a third party that is not, to such party’s knowledge, subject

to contractual or fiduciary confidentiality obligations owing to the Parent Borrower or any of its Affiliates; (h) to any Governmental

Authority or examiner regulating any Lender; (i) to any rating agency when required by it (it being understood that, prior to any such

disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received

by it from such Lender); or(j) in connection with the exercise of any remedies hereunder

or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement

of rights hereunder or thereunder; or (k) to potential or actual insurers,

reinsurers and brokers in connection with providing insurance, reinsurance or credit risk mitigation coverage under which payments are

to be made or may be made by reference to this Agreement (so long as such insurer, reinsurer and broker agrees to be bound by the provisions

of this Section 10.08). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about

this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and

the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the

Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from any Loan

Party or its Affiliates or its Affiliates’ directors, managers, officers, employees, trustees, investment advisors or agents, relating

to the Parent Borrower or any of their Subsidiaries or their business, other than any such information that is publicly available to

any Agent, L/C Issuer or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08,

including, without limitation, information delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.

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For

the avoidance of doubt, nothing in this Section 10.08 shall prohibit any person from voluntarily disclosing or providing any information

within the scope of these confidentiality provisions to any governmental, regulatory or self-regulatory organization (any such entity,

a “Regulatory Authority”) to the extent that any such prohibition on disclosure set forth in these confidentiality provisions

shall be prohibited by the laws or regulations applicable to such Regulatory Authority.

SECTION 10.09 Setoff.

In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of

Default, subject to the exclusive right of the Administrative Agent and the Collateral Agent to exercise remedies under Section 9.11,

each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice

to the Parent Borrower or any other Loan Party, any such notice being waived by each Borrower (on its own behalf and on behalf of each

Loan Party and the Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general

or special, time or demand, provisional or final, but excluding any payroll, trust, or tax withholding accounts) at any time held by,

and other Indebtedness (in any currency) at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as

the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Loan Obligations

owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter

existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other

Loan Document and although such Loan Obligations may be contingent or unmatured or denominated in a currency different from that of the

applicable deposit or Indebtedness. Notwithstanding anything to the contrary contained herein, no Lender or its Affiliates and no L/C

Issuer or its Affiliates shall have a right to set off and apply any deposits held or other Indebtedness owing by such Lender or its Affiliates

or such L/C Issuer or its Affiliates, as the case may be, to or for the credit or the account of any Subsidiary of a Loan Party that is

a Foreign Subsidiary or a Domestic Foreign Holding Company. Each Lender and L/C Issuer agrees promptly to notify the Parent Borrower and

the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided

that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent,

each Lender and each L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including other rights of

setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

SECTION 10.10 Counterparts.

This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but

all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed

counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed

counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered

by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to

request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic

transmission.

The words “execution,”

“execute”, “signed,” “signature,” and words of like import in or related to any document to be signed

in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby (including without limitation

Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures,

the electronic matching of assignment terms and contract formations 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,

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; provided that notwithstanding anything contained

herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any

format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without limiting the generality of

the foregoing, the Borrowers and each other Loan Party hereby (i) agree that, for all purposes, electronic images of this Agreement or

any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity

and enforceability as any paper original, and (ii) waive any argument, defense or right to contest the validity or enforceability of the

Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages

thereto.

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SECTION 10.11 Integration.

This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject

matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between

the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided

that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed

a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall

be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

SECTION 10.12 Survival

of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document

delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.

Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made

by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any

Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Loan Obligation

hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. The provisions of Sections 10.14

and 10.15 shall continue in full force and effect as long as any Loan or any other Loan Obligation hereunder shall remain unpaid

or unsatisfied or any Letter of Credit shall remain outstanding.

SECTION 10.13 Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity

and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby.

The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.14 GOVERNING

LAW, JURISDICTION, SERVICE OF PROCESS.

(a) THIS AGREEMENT AND EACH

OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCEPT AS OTHERWISE EXPRESSLY

PROVIDED THEREIN).

(b) EXCEPT AS SET FORTH IN

THE FOLLOWING PARAGRAPH, ANY LEGAL ACTION OR PROCEEDING (WHETHER IN TORT,

CONTRACT, LAW OR EQUITY) ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS

OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW

EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE

UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE IN THE BOROUGH OF MANHATTAN (PROVIDED THAT IF NONE OF SUCH COURTS CAN AND

WILL EXERCISE SUCH JURISDICTION, SUCH EXCLUSIVITY SHALL NOT APPLY), AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER, EACH

AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH BORROWER,

EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF

FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING (WHETHER

IN TORT, CONTRACT, LAW OR EQUITY) IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

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OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE L/C ISSUER OR ANY LENDER

MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING (WHETHER IN TORT, CONTRACT, LAW OR EQUITY)

RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION (I)

FOR PURPOSES OF ENFORCING A JUDGMENT, (II) IN CONNECTION WITH EXERCISING REMEDIES AGAINST THE COLLATERAL IN A JURISDICTION IN WHICH SUCH

COLLATERAL IS LOCATED, (III) IN CONNECTION WITH ANY PENDING BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING IN SUCH JURISDICTION OR (IV)

TO THE EXTENT THE COURTS REFERRED TO IN THE PREVIOUS PARAGRAPH DO NOT HAVE JURISDICTION OVER SUCH LEGAL ACTION OR PROCEEDING OR THE PARTIES

OR PROPERTY SUBJECT THERETO.

SECTION 10.15 WAIVER OF

RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT

IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER

LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO

(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON

WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO

HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS

IN THIS SECTION.

SECTION 10.16 Binding

Effect. This Agreement shall become effective when it shall have been executed by the Borrowers and the Administrative Agent shall

have been notified by each Lender and L/C Issuer that each such Lender and L/C Issuer has executed it and thereafter shall be binding

upon and inure to the benefit of the Borrowers, each Agent and each Lender and their respective successors and assigns, except that the

Borrowers shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders

except as permitted by Section 7.04.

SECTION 10.17 [Reserved].

SECTION 10.18 Lender Action.

Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against

any Loan Party or any other obligor under any of the Loan Documents (including the exercise of any right of setoff, rights on account

of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence

any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent

of the Administrative Agent. The provisions of this Section 10.18 are for the express benefit of the parties hereto and may be

enforced by the Loan Parties. For the avoidance of doubt, the foregoing does not prevent or limit a Hedge Bank from exercising any rights

to close out and/or terminate any Secured Hedge Agreement or transaction thereunder to which it is a party or net any such amounts in

each case pursuant to the terms of such Secured Hedge Agreement.

SECTION 10.19 USA PATRIOT Act; Beneficial Ownership.

Each Lender hereby notifies each Borrower that, pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify

and record information that identifies the Borrowers and the Guarantors, which information includes the name and address of the Borrowers

and the Guarantors and other information that will allow such Lender to identify the Borrowers and the Guarantors in accordance with

the USA PATRIOT Act and Beneficial Ownership Regulation.

176

SECTION 10.20 Acceptable

Intercreditor Agreements.

(a) Each Lender (and, by

its acceptance of the benefits of any Collateral Document, each other Secured Party) hereunder (a) agrees that it will be bound by and

will take no actions contrary to the provisions of any Acceptable Intercreditor Agreement and (b) authorizes and instructs the Collateral

Agent and/or the Administrative Agent to enter into any Acceptable Intercreditor Agreement, in each case, as Collateral Agent or Administrative

Agent hereunder, as applicable, and on behalf of such Lender or other Secured Party.

(b) The foregoing provisions

are intended as an inducement to the lenders or noteholders (or any agent, trustee or other representative thereof) party to such Acceptable

Intercreditor Agreement to extend credit to the Borrowers and such Persons are intended third party beneficiaries of such provisions.

SECTION 10.21 Obligations

Absolute. To the fullest extent permitted by applicable Law, all obligations of the Loan Parties hereunder shall be absolute and unconditional

irrespective of:

(a) any bankruptcy, insolvency,

reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

(b) any lack of validity

or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

manner or place of payment of, or in any other term of, all or any of the Loan Obligations, or any other amendment or waiver of or any

consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

(d) any exchange, release

or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for

all or any of the Loan Obligations;

(e) any exercise or non-exercise,

or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

(f) any other circumstances

which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.

SECTION 10.22 No Advisory

or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with

any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and acknowledges

its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative

Agent and the, Lead

Arrangers and Lenders are arm’s-length commercial transactions

between the Borrowers and its Affiliates, on the one hand, and the Administrative Agent and the,

Lead Arrangers and Lenders, on the other hand, (B) such Borrower has consulted its own legal,

accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of evaluating, and

understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii)

(A) the Administrative Agent, each Lender and each Lead Arranger each is and has been acting solely as a principal and, except as expressly

agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower

or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, nor any Lender or Lead Arranger has any obligation

to such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set

forth herein and in the other Loan Documents; and (iii) the Administrative Agent, each Lender and each Lead Arranger and their respective

Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its Affiliates,

and neither the Administrative Agent nor any Lead Arranger has any obligation to disclose any of such interests to such Borrower or any

of its Affiliates. To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it may have against

the Administrative Agent, each Lender and each Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty

in connection with any aspect of any transaction contemplated hereby

SECTION 10.23 Acknowledgement

and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any

other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected

Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and

Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by the application

of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be

payable to it by any party hereto that is an Affected Financial Institution; and

177

(b)

the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or

in part or cancellation of any such liability;

(ii) a conversion of all,

or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity,

or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership

will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the

terms of such liability in connection with the exercise of the write-down and conversion powers of any applicable Resolution Authority.

SECTION 10.24 ABL Intercreditor

Agreement. Each Lender (a) consents to the subordination of Liens provided for in the ABL Intercreditor Agreement, (b) agrees that

it will be bound by, and will take no actions contrary to, the provisions of the ABL Intercreditor Agreement and (c) authorizes and instructs

the Collateral Agent to enter into the ABL Intercreditor Agreement on behalf of such Lender. The foregoing provisions are intended as

an inducement to the Lenders to extend credit to the Borrower or to acquire any notes or other evidence of any debt obligation owing from

the Borrower and such Lenders are intended third party beneficiaries of such provisions and the provisions of the ABL Intercreditor Agreement.

SECTION 10.25 Acknowledgment

Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap

Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported

QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation

under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the

regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit

Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be

governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a) In the event a Covered

Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special

Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or

under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support)

from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime

if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws

of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject

to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported

QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than

such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed

by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that

parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or

any QFC Credit Support.

(b) As used in this Section

10.25, the following terms have the following meanings:

“BHC Act Affiliate”

of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of

such party.

“Covered Entity”

means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);

or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

178

“Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable.

“QFC”

has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.

5390(c)(8)(D).

SECTION 10.26 Agency of

the Parent Borrower for Each Other Borrower. Each of the other Borrowers irrevocably appoints the Parent Borrower as its agent for

all purposes relevant to this Agreement, including the giving and receipt of notices and execution and delivery of all documents, instruments,

and certificates contemplated herein (including, without limitation, execution and delivery to the Administrative Agent of Borrowing Base

Certificates and Committed Loan Notices) and all modifications hereto. Any acknowledgment, consent, direction, certification, or other

action which might otherwise be valid or effective only if given or taken by all or any of the Borrowers or acting singly, shall be valid

and effective if given or taken only by the Parent Borrower, whether or not any of the other Borrowers join therein, and the Agents and

the Lenders shall have no duty or obligation to make further inquiry with respect to the authority of the Parent Borrower under this Section

10.26; provided that nothing in this Section 10.26 shall limit the effectiveness of, or the right of the Agents and the Lenders

to rely upon, any notice (including, without limitation, a Committed Loan Notice), document, instrument, certificate, acknowledgment,

consent, direction, certification or other action delivered by any Borrower pursuant to this Agreement.

SECTION 10.27 Joint and Several Liability.

All Loans, upon funding, shall be deemed to be jointly funded to and received by the Borrowers. Each Borrower is jointly and severally

liable under this Agreement for all Obligations, regardless of the manner or amount in which proceeds of Loans are used, allocated, shared

or disbursed by or among the Borrowers themselves, or the manner in which an Agent and/or any Lender accounts for such Loans or other

Credit Extensions on its books and records. Each Borrower shall be liable for all amounts due to an Agent and/or any Lender from the Borrowers

under this Agreement, regardless of which Borrower actually receives Loans or other Credit Extensions hereunder or the amount of such

Loans and Credit Extensions received or the manner in which such Agent and/or such Lender accounts for such Loans or other Credit Extensions

on its books and records. Each Borrower’s Obligations with respect to Loans and other Credit Extensions made to it, and such Borrower’s

Obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans made to the other

Borrowers hereunder shall be separate and distinct obligations, but all such Obligations shall be primary obligations of such Borrower.

The Borrowers acknowledge and expressly agree with the Agents and each Lender that the joint and several liability of each Borrower is

required solely as a condition to, and is given solely as inducement for and in consideration of, credit or accommodations extended or

to be extended under the Loan Documents to any or all of the other Borrowers and is not required or given as a condition of Credit Extensions

to such Borrower. Each Borrower’s Obligations under this Agreement shall, to the fullest extent permitted by law, be unconditional

irrespective of (i) the release of any other Borrower pursuant to Section 9.11 or the validity or enforceability, avoidance, or subordination

of the Obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the Obligations of

any other Borrower, (ii) the absence of any attempt to collect the Obligations from any other Borrower, or any other security therefor,

or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance, or granting of any indulgence

by an Agent and/or any Lender with respect to any provision of any instrument evidencing the Obligations of any other Borrower, or any

part thereof, or any other agreement now or hereafter executed by any other Borrower and delivered to an Agent and/or any Lender, (iv)

the failure by an Agent and/or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights

to, any security or collateral for the Obligations of any other Borrower, (v) an Agent’s and/or any Lender’s election, in

any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing

or grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the disallowance

of all or any portion of an Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of any other Borrower

under Section 502 of the Bankruptcy Code, or (viii) any other circumstances which might constitute a legal or equitable discharge or defense

of a guarantor or of any other Borrower. With respect to any Borrower’s Obligations arising as a result of the joint and several

liability of the Borrowers hereunder with respect to Loans or other Credit Extensions made to any of the other Borrowers hereunder, such

Borrower waives, until the Obligations shall have been paid in full and this Agreement shall have been terminated, any right to enforce

any right of subrogation or any remedy which an Agent and/or any Lender now has or may hereafter have against any other Borrower, any

endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or

collateral given to an Agent and/or any Lender to secure payment of the Obligations or any other liability of any Borrower to an Agent

and/or any Lender. Upon any Event of Default, the Agents may proceed directly and at once, without notice, against any Borrower to collect

and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or any other Person,

or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Agents shall be under no obligation

to marshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations. Notwithstanding anything to

the contrary in the foregoing, none of the foregoing provisions of this Section 10.27 shall apply to any Person released from its Obligations

as a Subsidiary Borrower in accordance with Section 9.11.

[SIGNATURE PAGES INTENTIONALLY REMOVED]

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